Directors Report of Xchanging Solutions Ltd.

Mar 31, 2025

The Board of Directors (“Board”) is pleased to present the Twenty
Fourth Annual Report and the Audited Financial Statements of
the Xchanging Solutions Limited (“the Company”) for the
financial year ended March 31,2025.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial
results of the Company for the financial year ended March
31,2025 and March 31,2024 are as under:

PARTICULARS	STANDALONE		CONSOLIDATED
	For the Financial year ended March 31, 2025	For the Financial year ended March 31, 2024	For the Financial year ended March 31, 2025	For the Financial year ended March 31, 2024
Total Income	5,498	12,560	20,191	19,625
Total Expenditure	3,139	2,825	13,850	13,007
Profit before Finance Costs, Depreciation, Tax and exceptional item	2392	9,799	7,006	6,859
Depreciation & Amortization	29	54	29	54
Finance Costs	4	10	636	187
Profit before Tax and exceptional item	2,359	9,735	6,341	6,618
Exceptional item -Gain	-	30,935	-	-
Profit before Tax	2,359	40,700	6,341	6,618
Income Tax (including deferred tax)	400	4,050	1,383	5,248
Net Profit / (Loss) after Tax	1,959	36,650	4,958	1,370
Other Comprehensive Income/(Expenditure)	40	22	-29	-177
Total Comprehensive Income/(Expenditure)	1,999	36,672	4929	1,193
Earnings / (Loss) per share	1.76	32.90	4.45	1.23

B. REVIEW OF OPERATIONS

During the financial year ended March 31, 2025, the
consolidated income of the Company was Rs 20,191 Lakhs
as against Rs 19,625 Lakhs during the previous year ended
March 31, 2024. At a standalone level, the total income of
the Company for the financial year ended March 31, 2025
amounted to Rs 5,498 Lakhs compared to Rs 12,560 Lakhs
during the previous year ended March 31,2024.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial
year ended March 31,2025 as stipulated under Regulation
34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”)
is presented in a separate section and forms an integral part
of this Report.

D. DIVIDEND

The Company has adhered with the guidelines specified
under the Dividend Distribution Policy formulated and
adopted by the Company in terms of the provisions of
Regulation 43A of the SEBI Listing Regulations. The Policy
is available on the website of the Company at https://dxc.com/
in/en/about-us/xchanging-solutions-limited-investor-
relations. In accordance with the the Dividend Distribution
Policy:

- During the financial year under review, the Board of
Directors of the Company recommended final dividend
of Rs 4 per equity share (including special dividend of
Rs 2 per equity share) (face value of Rs 10 each)
amounting to Rs 4,456 Lakhs for the financial year ended
March 31,2024 at their meeting held on May 23, 2024.
The recommended final dividend (including special
dividend) on equity shares was approved at 23^rd (Twenty
Third) Annual General Meeting (“AGM”) held on July
24, 2024. The final dividend (including special dividend)
was disbursed on July 30, 2024.

- The Board of Directors of the Company has considered
and recommended final dividend of Rs. 2 per equity
share (face value of Rs. 10) amounting to Rs. 2,228
Lakhs for the financial year ended March 31, 2025 at
their meeting held on May 21, 2025. The dividend, if
approved by the members at the forthcoming 24th AGM,
will be paid/ dispatched within 30 days from the
conclusion of the said AGM to the members whose
names appear in the register of members/ beneficial
owners as on the record date i.e July 11,2025. In view
of the amendments made under the Income Tax Act,
1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands
of the members. Accordingly, the dividend shall be paid
after deduction of tax at source, as applicable, at
prevailing tax rates inclusive of applicable surcharge and
cess based on information received by the Registrar &
T ransfer Agent and the Company from the Depositories.

E. TRANSFER TO RESERVES

During the financial year under review, the Company has
not transferred any amount to the General Reserve.

F. HOLDING, SUBSIDIARIES AND ASSOCIATES

Your Company has 2 (two) direct subsidiaries and 1 (one)
step down subsidiary as on March 31,2025. There are no
associates or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 (“the Act”). There
has been no material change in the nature of the business
of the Company and its subsidiaries. The Company have a
holding company. No other company has become or ceased
to be the Company''s subsidiary, joint venture or associate
company during FY 2024-25.

Highlights of performance of Subsidiaries Companies

Xchanging Solutions (USA) Inc (XSUS) was incorporated in
February 14, 2000 in Delaware, uSa and became its
subsidiary in July, 2004. XSUS is a 100% subsidiary of
Xchanging Solutions Limited. During the financial year ended

March 31,2025, the total revenue of the Company in Indian
currency was Rs. 14434 Lakhs against Rs. 13399 Lakhs
during the previous year ended March 31,2024. Profit after
tax of the Company for the current year was Rs. 2667.19
Lakhs against Rs. 2196.01 Lakhs during the previous year
ended March 31,2024.

Xchanging Solutions Singapore Pte. Ltd. (XSSPL) was
incorporated on January 04, 1994 in Singapore and became
its subsidiary in March 2004. XSSPL is a 100% subsidiary
of XSL. During the financial year ended March 31,2025, the
total revenue of the Company in Indian currency was Rs.
1567 Lakhs against Rs. 1874 Lakhs during the previous year
ended March 31, 2024. Profit after tax of the Company for
the current year was Rs. 356.51 Lakhs against Rs. 410.30
Lakhs during the previous year ended March 31,2024.

Liquidation status of Subsidiary Companies

Nexplicit Infotech India Private Limited, a step-down
subsidiary (Wholly owned subsidiary of Xchanging Solutions
(USA), Inc.) is under liquidation.

Except as mentioned above, during the financial year ended
March 31,2025 under review, there have been no material
changes in the business of the subsidiaries. In terms of
Section 129(3) of the Act, the Company has prepared a
statement containing the salient features of the Financial
Statement of subsidiaries in the prescribed Form AOC-1
which is attached to the Financial Statements of the
Company.

The Financial Statements of Subsidiary Companies are being
uploaded on website of the Company at https://
www.dxc.com/in/en/about-us/xchanging-solutions-limited-
investor-relations for inspection by the shareholders. Any
member desirous of obtaining a copy of the said financial
statements may write to the Company. The financial
statement including the consolidated financial statement and
all other documents required to be attached with this report
have been uploaded on to the website of your Company at
https://dxc.com/in/en/about-us/xchanging-solutions-limited-
investor-relations

In terms of the Company’s Policy on determining “material
subsidiary”, for FY 2024-25, , Xchanging Solutions (USA),
Inc. is determined as a material subsidiary whose turnover
exceeds 10% of the consolidated turnover of the Company
in the immediately preceding financial year.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit
Committee for approval as per the Related Party
Transactions Policy of the Company as approved by the
Board. The policy is also uploaded on the website of the
Company and can be accessed through the link https://
dxc.com/in/en/about-us/xchanging-solutions-limited-
investor-relations. All related party transactions that were
entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business. The
disclosure of transactions with the related parties are
provided in the notes to the Standalone Financial Statements,
forming part of the Annual Report.

As required under the Act, particulars of contracts or
arrangements with related parties in the prescribed Form
AOC-2, is provided as Annexure - I to this Board’s Report.

H. AUDITORS

(i) Statutory Auditors and Auditors’ Report

The Shareholders of the Company in the 20^th AGM of
the Company held on September 27, 2021 had re¬
appointed M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants, (Firm Registration No. 117366W/W-
100018), (“Deloitte”) as the Statutory Auditors of the
Company to hold office from the conclusion of the 20^th
AGM till the conclusion of the 25^th AGM of the Company.

The Statutory Auditors have carried out audit of financial
statements of the Company for the financial year ended
March 31, 2025 pursuant to the provisions of the Act.
The reports of Statutory Auditors forms part of the Annual
Report. The reports are self-explanatory and does not
contain any qualifications, reservations or adverse
remarks.

(ii) Secretarial Auditor

In terms of Regulation 24A (1b) of Listing Regulations,
the Board, based on the recommendations of the Audit
Committee, has recommended the appointment of
MAKS & CO., Company Secretaries [FRN
P2018UP067700] as the Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years
commencing from April 01, 2025 till March 31, 2030.
The appointment is subject to shareholder’s approval
at the 24^th AGM.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed MAKS & CO., Company
Secretaries [FRN P2018UP067700], to undertake the
Secretarial Audit of the Company. Accordingly, in terms
of provisions of Section 204(1) of the Act, a Secretarial
Audit Report for the financial year ended March 31,2025
given by the Secretarial Auditor of the Company in
prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year
ended 31 st March, 2025 on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued
thereunder, was obtained from MAKS & CO., Company
Secretaries, Secretarial Auditors of the Company.

(iii) Internal Auditors

On May 21,2025, the Board of Directors appointed Ms.
Valerie Bosmans, as an Internal Auditor of the Company
effective from May 21,2025.

(iv) Reporting of Frauds by Auditors

During the financial year under review, the Statutory
Auditors and the Secretarial Auditor have not reported

any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee under
Section 143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under
Section 186 of the Act and Schedule V of the Listing
Regulations are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits
from public within the meaning of Section 73 of the Act read
with Companies (Acceptance of Deposits) Rules 2014 during
the period under review.

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key
Managerial Personnel of the Company as on March 31,
2025 pursuant to Sections 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014:

a) Mr. Swaminathan Swaminathan, Managing Director
and Chief Executive Officer

b) Mr. Shrenik Kumar Champalal, Whole Time Director
and Chief Financial Officer

c) Mrs. Radhika Khurana, Company Secretary cum
Compliance Officer

During the year under review, the Board at its meeting
held on March 03, 2025, appointed Mr. Swaminathan
Swaminathan (DIN:10976726) as the Managing Director
and Chief Executive Officer of the Company with effect
from March 4, 2025 as Mr. Nachiket Vibhakar
Sukhtankar has resigned from the post of Managing
Director and Chief Executive Officer with effect from
March 3, 2025.

During the year under review, the Board at its meeting
held on January 31, 2025, appointed Mrs. Radhika
Khurana as the Company Secretary and Compliance
Officer of the Company with effect from February 1,2025
as Ms. Ishwarya R. has resigned from the post of
Company Secretary and Compliance Officer with effect
from January 31,2025.

During the year under review, the Board at its meeting
held on October 30, 2024 appointed Ms. Ishwarya R as
the Company Secretary and Compliance Officer of the
Company with effect from November 1, 2024 as Mr.
Mayank Jain has resigned from the post of Company
Secretary and Compliance Officer with effect from
October 31,2024.

(ii) Employees’ Stock Option Scheme

During the period under review, no Employees’ Stock
Option scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of
the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details
as required under the Act and the above Rules, are
appended to this Report as Annexure III.

None of the directors except Mr. Henry D’Souza,
received any remuneration or commission from
Subsidiary Companies of your Company.

The details of remuneration paid to the Directors
including the Managing Director & CEO, Whole time
Director & CFO of the Company are given in Corporate
Governance Report.

The information required under Section 197(12) of the
Act read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report. However, pursuant to
first proviso to Section 136(1) of the Act, this Report is
being sent to the Shareholders excluding the aforesaid
information. Any shareholder interested in obtaining said
information, may write to the Company Secretary at the
Registered Office of the Company at
[e-mail] and the said
information is open for inspection at the Registered
Office of the Company.

The Board of Directors affirm that the remuneration paid
to key managerial personnel of the Company is as per
the Nomination & Remuneration Policy of the Company.

L. BOARD AND COMMITTEES

(i) Directors

As on March 31,2025, the Board of Directors comprises
of six directors out of which two are Executive Directors,
three are Independent Directors and one is Non¬
Executive Non-Independent Director.

During the year, Ms. Gidugu Kalpana Tatavarti
(DIN:06644105), Non-Executive Non-Independent
Director resigned from the Board of the Company w.e.f.
June 5, 2024 on account of personal reasons and other
professional commitments.

Further, Mr. Nachiket Vibhakar Sukhtankar
(DIN:08778377), Managing Director and CEO has
resigned from the post of Managing Director and Chief
Executive Officer with effect from March 3, 2025 on
account of his resignation from DXC group.

Your directors placed on record their appreciation for
the valuable contribution made by Ms. Gidugu Kalpana
Tatavarti and Mr. Nachiket Vibhakar Sukhtankar during
their tenure as Directors of the Company.

On the recommendation of the Nomination and
Remuneration Committee (‘NRC’), the Board of Directors
appointed Mr. Kartik Ganapathy Iyer (DIN: 09318280)
as an Additional Director and Non-Executive Non¬
Independent Director of the Company at their meeting
held on June 17, 2024 who was regularised by

Shareholders on July 24, 2024.

In accordance with the provisions of the Act and in terms
of the Memorandum and Articles of Association of the
Company, Mr. Kartik Ganapathy Iyer retires by rotation
at the ensuing Annual General Meeting and has offered
himself for reappointment. Based on the performance
evaluation and the recommendation of the NRC, the
Board recommends his re-appointment as Non¬
Executive Director of the Company, liable to retire by
rotation.

Further, the Board members at its meeting held on March
3, 2025, on the recommendations of NRC, appointed
Mr. Swaminathan Swaminathan (DIN: 10976726) as the
Managing Director and Chief Executive Officer of the
Company for a period of three years with effect from
March 04, 2025 to March 03, 2028 (both days inclusive),
subject to the approval of the members of the Company
vide Postal Ballot Notice dated April 25, 2025.

The Board of Directors in its meeting held on May 21,
2025, based on the recommendation of the NRC,
approved the appointment of Mrs. Janaki Ashwin
Patwardhan (DIN:09180182) as Additional Director in
the capacity of Non-Executive Independent Director of
the Company for a period of 5 years with effect from
May 21, 2025 to May 20, 2030 (both days inclusive),
subject to the approval of the members of the Company.

Members’ attention is drawn to Item No. 5 of the Notice
for the appointment of Mrs. Janaki Ashwin Patwardhan
(DIN: 09180182) as an Non-Executive Independent
Director of the Company. The Company has received
requisite notice in writing from member of the Company
proposing her candidature as Director of the Company.

Brief resume and other details relating to the directors,
who are to be appointed/ re-appointed as stipulated
under Regulation 36(3) of the Listing Regulations and
Secretarial Standards issued by ICSI, are furnished in
the Notice of Annual General Meeting forming part of
the Annual Report.

(ii) Declaration by Independent Directors

Independent Directors have submitted their declaration
of independence, stating that:

(i) they continue to fulfil the criteria of independence
as required pursuant to Section 149(6) read with
schedule IV of the Act and Regulation 16(1 )(b) of
the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any
circumstances or situations which exist or may be
anticipated, that could impair or impact their ability
to discharge their duties in terms of Regulation 25(8)
of the SEBI Listing Regulations with an objective
independent judgement and without any external
influence and that they are independent of the
Management;

(iii) they are not debarred from holding the office of
Director pursuant to any SEBI order or order of any
such authority; and

(iv) there has been no change in the circumstances
affecting their status as Independent Directors of
the Company.

All Independent Directors have also affirmed compliance
with the Code of Conduct for Independent Directors as
prescribed in Schedule IV to the Act. The Independent
Directors have also confirmed that:

• they have complied with the Company’s Code of
Conduct; and

• they have registered their names in the Independent
Directors’ databank maintained with the Indian
Institute of Corporate Affairs and satisfies the
requirement of online proficiency self-assessment
test in terms of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

The Company has taken the certificate from Mr. Ankush
Agarwal, Partner, MAKS & Co., Company Secretaries
[FRN P2018UP067700], that none of the directors on
the Board of the Company have been debarred or
disqualified from being appointed or continuing as
directors of companies by the Board/Ministry of
Corporate Affairs or any such statutory authority. The
Certificate is annexed to this Report as Annexure - IV.

Further, in the opinion of the Board, the Independent
Directors fulfill the conditions specified in Listing
Regulations and they are independent of the
management.

(iii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the
Act and Regulation 4 of Listing Regulations, the Board
has carried out an annual performance evaluation of its
own performance, and the evaluation of the working of
its Committees and directors. The manner in which the
evaluation has been carried out has been explained in
the Corporate Governance Report.

(iv) Remuneration Policy

The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Act and Regulation
19 of the Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force).

The relevant Policy(ies) have been uploaded on the
website of the Company and can be accessed through
the link https://dxc.com/in/en/about-us/xchanging-
solutions-limited-investor-relations.

The NRC has also developed the criteria for, inter-alia,
determining the qualifications, positive attributes and
independence of Directors.

(v) Board/Committee Composition and Meetings

The Company has a strong and diverse Board which
has oversight over the Company’s management and its
governance. The individual members of the Board bring
a wide range of skills, knowledge, experience and
perspectives.

Regular meetings of the Board and its Committees are
held to discuss and decide on various business policies,
strategies, financial matters and other businesses. A
calendar of meetings is prepared and circulated in
advance to the Directors. Due to business exigencies,
the Board has also approved several proposals through
resolutions by circulation from time to time.

As required under the Act and SEBI Listing Regulations,
the Company has constituted various statutory
committees. As on March 31,2025, the Company has
the following committees of the Board.

• Audit Committee

• Risk Management Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of composition of Board and Committees
and their meetings held during the year are given in the
Corporate Governance Report which form integral part
of this Report. The intervening gap between the meetings
was within the period prescribed under the Act and the
Listing Regulations.

(vi) Separate meeting of Independent Directors.

During the financial year ended March 31, 2025, a
separate meeting of the Independent Directors of the
Company was held on May 23, 2024 without the
attendance of Non-Independent Directors and the
Management team.

(viii)Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013,
the Directors would like to state and confirm:

(a) That in preparation of the annual financial statement
for the year ended March 31, 2025, applicable
accounting standards had been followed along with
proper explanation relating to material departures
if any;

(b) That such accounting policies have been selected
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as of March 31,2025, and of the
profit of the Company for the year ended on that
date;

(c) That proper and sufficient care has been taken in
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

(d) That the annual accounts have been prepared on a
going concern basis;

(e) Based on the framework of internal financial controls
and compliance systems established and
maintained by the Company, work performed by
Group Management Team including audit of internal

financial control over financial reporting, the Board
is of the opinion that proper internal financial controls
are in place and such internal financial controls are
adequate and are operating effectively; and

(f) That proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and are operating
effectively.

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest
standards of Corporate Governance and to adhere to
the requirements set out by the Securities and Exchange
Board of India. A detailed report on Corporate
Governance along with the Certificate of Mr. Ankush
Agarwal, Partner, MAKS & Co., Company Secretaries
[FRN P2018UP067700], confirming compliance with
conditions of Corporate Governance as stipulated under
Schedule V of the Listing Regulations forms an integral
part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy
and also established a mechanism for directors and
employees to report their concerns. The details of the
same are explained in the Corporate Governance
Report. The Board of Directors based on the
recommendation of the Audit Committee has amended
the Whistle Blower Policy to inter alia, enable employees
to report incidents of leak or suspected leak of
unpublished price sensitive information in line with the
changes made in the SEBI (Prohibition of Insider
Trading) Regulations, 2015. As per the Whistle Blower
Policy implemented by the Company, the Employees,
Directors, customers, dealers, vendors, suppliers, or any
Stakeholders associated with the Company are free to
report illegal or unethical behaviour, actual or suspected
fraud or violation of the Company’s Codes of Conduct
or Corporate Governance Policies or any improper
activity to the Chairman of the Audit Committee of the
Company.

During the year under review, no complaint pertaining
to the Company was received under the Whistle Blower
Policy. The Vigil Mechanism/Whistle Blower Policy is
available at https://dxc.com/in/en/about-us/xchanging-
solutions-limited-investor-relations.

(iii) Risk Management

The Company has a Risk Management process which
provides an integrated approach for managing the risks
in various aspects of the business. The detailed
framework is provided in the Management Discussion
and Analysis Report.

(iv) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial
controls with reference to the financial statements. The
internal financial control system of the Company is
supplemented with internal audits, regular reviews by

the management and checks by external auditors. The
Audit Committee ensures adequacy of the system. The
Statutory Auditors of the Company also provide their
opinion on the internal financial control framework of
the Company.

During the year under review, the internal control
systems were evaluated and found to be effective, with
no reportable material weaknesses identified in either
design or operation. The Company’s Statutory Auditors
also did not report any material weaknesses in internal
controls or any misstatements resulting from control
deficiencies during the course of their audit.

(v) Disclosure under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
complied with provisions relating to the constitution of
Internal Committee, (formerly, Internal Complaints
Committee) under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Committee has been set up to
redress the complaints received regarding sexual
harassment. All employees are covered under this
policy.

The following is the summary of the complaints received
and disposed-off during the financial year ended March
31,2025:

a) No. of complaints filed during the financial year: Nil

b) No. of complaints disposed off during the financial
year: Nil

c) Number of complaints pending as on end of the
financial year: Nil

d) No. of cases pending for more than 90 days: Nil

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as
amended from time to time), the Board has constituted a
Corporate Social Responsibility (“CSR”) Committee. The
composition and terms of reference of the CSR Committee
are provided in the Corporate Governance Report, which
forms part of this Report.

The Company has adopted a CSR Policy in accordance with
the provisions of the Act and rules made thereunder. The
CSR Policy of the Company outlines its CSR focus areas,
guiding principles for CSR activities, identified sectors,
reporting mechanisms etc. The CSR Policy of the Company
is available on the Company’s website at https://dxc.com/in/
en/about-us/xchanging-solutions-limited-investor-relations.

The Annual Report on CSR activities, in the prescribed
format, for FY 2024-25 as required under Section 134 and
135 of the Act, read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and Rule 9 of the
Companies (Accounts) Rules, 2014, is annexed to this

Report and marked as Annexure - V.

O. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
regarding Conservation of Energy, Research &
Development, Technology Absorption and Foreign Exchange
Earning and Outgo is annexed herewith as Annexure - VI.

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORTING

Pursuant to Regulation 3 and Regulation 34(2) of the Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/
CMD-2/P/CIR/2021/562 dated May 10, 2021 and SEBI
Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122
dated July 12, 2023, the Business Responsibility and
Sustainability Reporting (“BRSR”) describing the initiatives
taken by the Company from an environmental, social and
governance perspective forms part of this Report.

The BRSR forms part of the Annual Report and can also be
accessed on the Company’s website at https://dxc.com/in/
en/about-us/xchanging-solutions-limited-investor-relations.

Q. OTHER DISCLOSURES

(i) Share Capital

There was no change in the paid-up share capital of
the Company. As on March 31, 2025, the paid -up
capital of the Company was Rs. 1,114,037,160/-. This
comprises 111,403,716 equity shares of Rs. 10/- each
fully paid-up.

The Company has not issued any sweat equity shares
or equity shares with differential rights during the
financial year.

(ii) Statutory Disclosures

None of the Directors of your Company are disqualified
as per provision of Section 164(2) of the Act. The
Directors of the Company have made necessary
disclosures as required under various provisions of
the Act and the Listing Regulations.

(iii) Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act the Annual Return as on March 31,2025 in
the prescribed Form MGT-7 is available on the
Company’s website at https://dxc.com/in/en/about-us/
xchanging-solutions-limited-investor-relations.

(iv) Compliance of Secretarial Standards

During the financial year under review, the Company
has complied with applicable Secretarial Standards on
Board and General Meetings specified by the Institute
of Company Secretaries of India pursuant to Section
118(10) of the Act.

(v) Appointment of Independent Director in an unlisted
material Subsidiary

Pursuant to Regulation 3 and Regulation 24 of the
Listing Regulations, Mr. Henry D’Souza, Independent

Director of the Company has been appointed as
Independent Director w.e.f. April 1,2019 on the Board
of Directors of Company’s unlisted material subsidiary
i.e. Xchanging Solutions (USA), Inc.

(vi) Responsibility
For Standalone:

The Company’s Board of Directors is responsible for
the information included in the Board’s Report including
Annexures to Board’s Report, Management Discussion
and Analysis and Corporate Governance Report
including annexures thereon.

For Consolidated:

The Parent Company’s (Xchanging Solutions Limited)
Board of Directors is responsible for the information
included in the Board’s Report including Annexures to
the Board’s Report, Management Discussion and
Analysis and Corporate Governance Report including
annexures thereon.

(vii) Material changes and commitments affecting the
financial position of the Company

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end of
the financial year to which the financial statements
relate and the date of this Report.

(viii) Significant and material orders

During the Financial Year 2024-25, there were no
significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status and the Company’s operations in future.
Further, no penalties have been levied by the SEBI or
any other regulator during the year under review.

(ix) Listing

Equity Shares of your Company are listed on National
Stock Exchange of India Ltd. and BSE Ltd. The
Company has paid required listing fees to Stock
Exchanges.

(x) Maintenance of Cost Records

The maintenance of cost records, for the services
rendered by the Company, is not required pursuant to
Section 148 (1) of the Act read with Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014.

Hence, Cost audit is not applicable to the Company.

(xi) Chief Executive Officer (CEO) and Chief Financial
Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as
prescribed in Part B of Schedule II of the said
Regulations, has been obtained from Mr. Swaminathan
Swaminathan, Managing Director & Chief Executive
Officer and Mr. Shrenik Kumar Champalal, Whole Time
Director & Chief Financial Officer, for the Financial Year
2024-2025 with regard to the Financial Statements and
other matters. The said Certificate forms part of
Corporate Governance Report.

(xii) Any proceedings under the Insolvency and
Bankruptcy Code, 2016

There are no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of
the Company.

(xiii) There were no instances where your Company
required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

(xiv) No agreement entered into by the shareholders,
promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the
Company or of its holding, subsidiary or associate
company, among themselves or with the Company or
with a third party, solely or jointly, which, either directly
or indirectly or potentially or whose purpose and effect
is to, impact the management or control of the
Company or impose any restriction or create any
liability upon the Company, including disclosure of any
rescission, amendment or alteration of such
agreements thereto, whether or not the Company is a
party to such agreements.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation
for the co-operation and assistance received from the Company’s
Bankers, Regulatory Bodies and Stakeholders including other
business associates who have extended their valuable sustained
support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of
gratitude and appreciation for the commitment displayed by
executives, officers and staff at all levels of the Company,
resulting in the successful performance of the Company during
the year under review. We look forward to your continued support
in the future.

For and on behalf of the Board of Directors,

Swaminathan Swaminathan Shrenik Kumar Champalal

Managing Director & Whole Time Director &

Chief Executive Officer Chief Financial Officer

DIN: 10976726 DIN: 08099410

Place : Chennai Place : Bengaluru

Date : May 21, 2025 Date : May 21, 2025

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Mar 31, 2024

The Board of Directors (“Board”) is pleased to present the Twenty Third Annual Report and the Audited Financial Statements of Xchanging Solutions Limited (“the Company”) for the financial year ended March 31,2024.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the financial year ended March 31,2024 and March 31,2023 are as under:

(Rs. in Lakhs]
PARTICULARS	STANDALONE		CONSOLIDATED
	For the Financial year ended March 31, 2024	For the Financial year ended March 31, 2023	For the Financial year ended March 31, 2024	For the Financial year ended March 31, 2023
Total Income	12,560	4,750	19,625	18,512
Total Expenditure	2,825	2,871	13,007	12,552
Profit before Finance Costs, Depreciation, Tax and exceptional item	9,799	1,949	6,859	6,031
Depreciation & Amortization	54	60	54	61
Finance Costs	10	10	187	10
Profit before Tax and exceptional item	9,735	1,879	6,618	5,960
Exceptional item -Gain	30,935	-	-	-
Profit before Tax	40,700	1,879	6,618	5,960
Income Tax (including deferred tax)	4,050	410	5,248	1,470
Net Profit / (Loss) after Tax	36,650	1,469	1,370	4,490
Other Comprehensive Income/(Expenditure)	22	-20	-177	1,787
Total Comprehensive Income/(Expenditure)	36,672	1,449	1,193	6,277
Earnings / (Loss) per share	32.90	1.32	1.23	4.03

B. REVIEW OF OPERATIONS

During the financial year ended March 31, 2024, the consolidated income of the Company was Rs 19,625 Lakhs as against Rs 18,512 Lakhs during the previous year ended March 31, 2023. At a standalone level, the total income of the Company for the financial year ended March 31,2024 amounted to Rs 12,560 Lakhs compared to Rs 4,750 Lakhs during the previous year ended March 31,2023.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year ended March 31,2024 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

During the financial year under review, the Board of Directors of the Company had recommended first interim dividend of Rs 15 per equity share (face value of Rs 10 each) amounting to Rs 16,711 Lakhs for the financial year ended March 31, 2024 at their meeting held on July 10, 2023 and the same was approved by the Shareholders at the annual general meeting held on August 25, 2023. The first interim dividend was paid on September 1, 2023.

The Board of Directors of the Company had approved second interim dividend of Rs 15 per equity share (face value of Rs 10 each) amounting to Rs 16,711 Lakhs for the financial year ended March 31,2024 at their meeting held on February 13, 2024 and the same was paid on March 6, 2024.

The Board of Directors of the Company has considered and recommended final dividend of Rs. 4 per equity share (including special dividend of Rs. 2 per equity share) (face value of Rs. 10 each) amounting to Rs. 4,456 Lakhs for the financial year ended March 31, 2024 at their meeting held on May 23, 2024. The recommended final dividend (including special dividend) on equity shares is subject to approval at the ensuing Annual General Meeting (“AGM”). The final dividend (including special dividend) will be paid within 30 days of the ensuing AGM subject to the approval of Shareholders.

Refer the Company’s policy on Dividend Distribution available on the website of the Company at https://dxc.com/ in/en/about-us/xchanging-solutions-limited-investor-relations

E. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

F. SUBSIDIARIES AND ASSOCIATES

The Company has 2 (two) direct subsidiaries and 1 (one) step down subsidiary as on March 31, 2024. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”). There has been no material change in the nature of the business of the Company and its subsidiaries.

Liquidation status of Subsidiary Companies

Nexplicit Infotech India Private Limited, a step-down subsidiary (Wholly owned subsidiary of Xchanging Solutions (USA), Inc.) is under liquidation.

In terms of Section 129(3) of the Act, the Company has prepared a statement containing the salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 which is attached to the Financial Statements of the Company.

The Financial Statements of Subsidiary Companies are being uploaded on website of the Company https://www.dxc.com/ in/en/about-us/xchanging-solutions-limited-investor-relations for inspection by the shareholders. Any member desirous of obtaining a copy of the said financial statements may write to the Company. The Financial Statements including the consolidated financial statements and all other documents required to be attached with this report have been uploaded on to the website of your Company viz. https://dxc.com/in/

In terms of the Company’s Policy on determining “material subsidiary”, during the financial year ended March 31,2024, Xchanging Solutions (USA), Inc. and Xchanging Solutions Singapore Pte. Limited were determined as a material subsidiary(ies) whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https:// dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The disclosure of transactions with the related parties are provided in the notes to the Standalone Financial Statements, forming part of the Annual Report.

As required under the Act, particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, is provided as Annexure - I to this Board’s Report.

H. AUDITORS

(i) Statutory Auditors and Auditors’ Report

The Shareholders of the Company in the 20^th AGM of the Company had re-appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018), (“Deloitte”) as the Statutory Auditors of the Company to hold office from the conclusion of the 20^th AGM till the conclusion of the 25^th AGM of the Company.

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2024 pursuant to the provisions of the Act. The reports of Statutory Auditors forms part of the Annual Report. The reports are self-explanatory and does not contain any qualifications, reservations or adverse remarks.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], to undertake the Secretarial Audit of the Company. Accordingly, in terms of provisions of Section 204(1) of the Act, a Secretarial Audit Report for the financial year ended March 31,2024 given by the Secretarial Auditor of the Company in prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the financial year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under Section 186 of the Act and Schedule V of the Listing Regulations are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Nachiket Vibhakar Sukhtankar, Managing Director and Chief Executive Officer

b) Mr. Shrenik Kumar Champalal, Whole Time Director and Chief Financial Officer

c) Mr. Mayank Jain, Company Secretary cum Compliance Officer

(ii) Employees’ Stock Option Scheme

During the period under review, no Employees’ Stock Option scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure III.

None of the directors except Mr. Henry D’Souza, received any remuneration or commission from Subsidiary Companies of the Company.

The details of remuneration paid to the Directors including the Managing Director & CEO of the Company are given in Corporate Governance Report.

The information required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid

information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company is as per the Nomination & Remuneration Policy of the Company.

L. BOARD AND COMMITTEES

(i) Directors

As on March 31,2024, the Board of Directors comprises of six directors out of which two are Executive Directors, three are Independent Directors and one is NonExecutive - Non-Independent Director.

Ms. Gidugu Kalpana Tatavarti resigned as a Director from the Board of the Company on June 15, 2024 on account of personal reasons and other professional commitments.

Based on the recommendation of the Nomination and Remuneration Committee and approved by the Shareholders on the Annual General Meeting held on August 25, 2023, Mrs. Rama NS was re-appointed as the Non-Executive Independent Director for a period of five years w.e.f. April 1, 2024 to March 31, 2029 and approval was taken for continuing her directorship after attaining the age of 75 years and Mr. Shrenik Kumar Champalal was re-appointed as the Whole Time Director for a period of three years w.e.f. March 31,2024 to March 30, 2027.

Further, based on the recommendation of the Nomination and Remuneration Committee, Mr. Nachiket Vibhakar Sukhtankar is proposed to be re-appointed as Managing Director & CEO of the Company subject to the approval of the Shareholders. The Board of Directors recommended the re-appointment of Mr. Nachiket Vibhakar Sukhtankar as the Managing Director and CEO of the Company for a period of three years w.e.f. August 13, 2024 to August 12, 2027, to the shareholders for their approval in the ensuing Annual General Meeting.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Kartik Ganapathy Iyer as an Additional Director and Non-Executive Non-Independent Director at their meeting held on June 17, 2024. Further, the Board of Directors recommend the appointment of Mr. Kartik Ganapathy Iyer as the Non-Executive NonIndependent Director, being liable to retire by rotation, to the shareholders for their approval in the ensuing AGM.

The Company has received requisite notice in writing from member of the Company proposing their candidature as Director of the Company.

Pursuant to the provision of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shrenik Kumar Champalal, Wholetime Director and Chief Financial officer, being longest in the office, retire by rotation at the ensuing Annual

General Meeting and being eligible offer himself for the re-appointment. The Board of Directors recommended his re -appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and Company’s Code of Conduct.

Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority and are not disqualified u/s 164(2) of the Companies Act, 2013. Further, Independent Directors have successfully registered themselves in the Independent Director’s data bank maintained by Indian Institute of Corporate Affairs.

The Company has taken the certificate from Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report as Annexure - IV.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in Listing Regulations and they are independent of the management.

(ii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the evaluation of the working of its Committees and directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(iii) Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory

modification(s) or re-enactment(s) thereof for the time being in force).

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

(iv) Board/Committee Composition and Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

(v) Familiarization Programme and Separate meeting of Independent Directors.

During the financial year ended March 31, 2024, a separate meeting of the Independent Directors of the Company was held on May 25, 2023 without the attendance of Non-Independent Directors and the Management team.

During their meeting held on May 25, 2023, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors have reviewed and approved a familiarization programme for Independent Directors of the Company at their meeting held on February 13, 2024. The Familiarization programme for Independent Directors is available at https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

(vi) Audit Committee

This Committee comprises of following Directors viz. Mrs. Rama NS (Chairperson of the Committee), Mr. Henry D’Souza, Mr. Pankaj Vaish, and Mr. Shrenik Kumar Champalal. The Company Secretary acts as the Secretary to the Committee. Details of the Audit Committee have been provided in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

(vii) Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state and confirm:

(a) That in preparation of the annual financial statement for the year ended March 31, 2024, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(b) That such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31,2024, and of the

profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a going concern basis;

(e) Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by Group Management Team including audit of internal financial control over financial reporting, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms an integral part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. The Board of Directors based on the recommendation of the Audit Committee has amended the Whistle Blower Policy to inter alia, enable employees to report incidents of leak or suspected leak of unpublished price sensitive information in line with the changes made in the SEBI (Prohibition of Insider Trading) Regulations, 2015. As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company. During the year under review, no complaint pertaining to the Company was received under the Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy is available at https://dxc.com/in/en/about-

(iii) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the Management Discussion and Analysis Report.

(iv) Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. The Audit Committee ensures adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the internal financial control framework of the Company.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

(v) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee, (formerly, Internal Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed-off during the financial year ended March 31,2024:

a) No. of complaints filed during the financial year: Nil

b) No. of complaints disposed off during the financial year: Nil

c) Number of complaints pending as on end of the financial year: Nil

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from January 22, 2021.

In line with the said amendments, the CSR Policy is available on the Company’s website at https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

In terms of the provisions of the Act read with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under Annexure II of the said Rules is annexed to this Report and marked as Annexure -V.

O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as Annexure -VI.

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING

Pursuant to Regulation 3 and Regulation 34(2) of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 dated May 10, 2021 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the Business Responsibility and Sustainability Reporting (“BRSR”) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

The BRSR forms part of the Annual Report and can also be accessed on the Company’s website at https://dxc.com/in/ en/about-us/xchanging-solutions-limited-investor-relations.

Q. OTHER DISCLOSURES

(i) Share Capital

There was no change in the paid-up share capital of the Company. As on March 31, 2024, the paid -up capital of the Company was Rs. 1,114,037,160/-. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-up.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

(ii) Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

(iii) Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company’s website at https://dxc.com/ in/en/about-us/xchanging-solutions-limited-investor-relations.

(iv) Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

(v) Appointment of Independent Director in an unlisted material Subsidiary

Pursuant to Regulation 3 and Regulation 24 of the Listing Regulations, Mr. Henry D’Souza, Independent Director of the Company is an Independent Director

(w.e.f. April 1, 2019) on the Board of Directors of Company’s unlisted material subsidiary i.e. Xchanging Solutions (USA), Inc., and Xchanging Solutions Singapore Pte Limited.

(vi) Responsibility For Standalone:

The Company’s Board of Directors is responsible for the information included in the Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis and Corporate Governance Report including annexures thereon.

For Consolidated:

The Parent Company’s (Xchanging Solutions Limited) Board of Directors is responsible for the information included in the Board’s Report including Annexures to the Board’s Report, Management Discussion and Analysis and Corporate Governance Report including annexures thereon.

(vii) Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

(viii) Significant and material orders

During the Financial Year 2023-24, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future. Further, no penalties have been levied by the SEBI or any other regulator during the year under review.

(ix) Listing

Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Ltd. The Company has paid required listing fees to Stock Exchanges.

(x) Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

(xi) Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Nachiket Vibhakar Sukhtankar, Managing Director & Chief Executive Officer and Mr. Shrenik Kumar Champalal,

Whole Time Director & Chief Financial Officer, for the Financial Year 2023-2024 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure - A and forms part of Corporate Governance Report.

(xii) Any proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

(xiii) There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

(xiv) No agreement entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or of its holding, subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

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Mar 31, 2023

The Board of Directors ("Board") is pleased to present the Twenty Second Annual Report and the Audited Financial Statements of the Xchanging Solutions Limited ("the Company") for the financial year ended March 31,2023.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the financial year ended March 31,2023 and March 31,2022 are as under:

PARTICULARS	STANDALONE		CONSOLIDATED
	For the Financial year ended March 31, 2023	For the Financial year ended March 31, 2022	For the Financial year ended March 31, 2023	For the Financial year ended March 31, 2022
Total Income	4,750	5,218	18,512	18,284
Total Expenditure	2,871	2,937	12,552	12,197
Profit before Finance Costs, Depreciation and Tax	1,949	2,386	6,031	6,194
Depreciation & Amortization	60	89	61	91
Finance Costs	10	16	10	16
Profit / (Loss) before Tax	1,879	2,281	5,960	6,087
Income Tax (including deferred tax)	410	62	1,470	830
Net Profit / (Loss) after Tax	1,469	2,219	4,490	5,257
Other Comprehensive Income/(Expenditure)	-20	-20	1,787	519
Total Comprehensive Income/(Expenditure)	1,449	2,199	6,277	5,776
Earnings / (Loss) per share	1.32	1.99	4.03	4.72

B. REVIEW OF OPERATIONS

During the financial year ended March 31, 2023, the consolidated income of the Company was Rs 18, 512 Lakhs as against Rs 18,284 Lakhs during the previous year ended March 31, 2022. At a standalone level, the total income of the Company for the financial year ended March 31, 2023 amounted to Rs 4,750 Lakhs compared to Rs 5,218 Lakhs during the previous year ended March 31,2022.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year ended March 31,2023 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Board does not recommend a dividend for FY 2022-23. Refer the Company''s policy on Dividend Distribution available on the website of the Company at https://dxc.com/in/en/ about-us/xchanging-solutions-limited-investor-relations

E. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

F. SUBSIDIARIES AND ASSOCIATES

Your Company has 2 (two) direct subsidiaries and 1 (one) step down subsidiary as on March 31, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"). There has been no material change in the nature of the business of the subsidiaries.

Liquidation status of Subsidiary Companies

Nexplicit Infotech India Private Limited, a subsidiary (Wholly owned subsidiary of Xchanging Solutions (USA) Inc.) is under liquidation.

Except as mentioned above, during the financial year ended March 31,2023 under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Act, the Company has prepared a statement containing the salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 which is attached to the Financial Statements of the Company.

The Financial Statements of Subsidiary Companies are being uploaded on website of the Company https://www.dxc.com/ in/en/about-us/xchanging-solutions-limited-investor-relations for inspection by the shareholders. Any member desirous of obtaining a copy of the said financial statements may write to the Company. The financial statements including the consolidated financial statements and all other documents required to be attached with this report have been uploaded on to the website of your Company viz. https://dxc.com/in/ en/about-us/xchanging-solutions-limited-investor-relations

In terms of the Company’s Policy on determining “material subsidiary”, during the financial year ended March 31,2023, Xchanging Solutions (USA) Inc and Xchanging Solutions Singapore Pte. Limited were determined as a material subsidiary(ies) whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company and approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https:// dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations. All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The disclosure of transactions with the related parties are provided in the notes to the Standalone Financial Statements, forming part of the Annual Report.

As required under the Act, particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, is provided as Annexure - I to this Boards'' Report.

H. AUDITORS

(i) Statutory Auditors and Auditors'' Report

The Shareholders of the Company in the 20th Annual General Meeting ("AGM") of the Company had reappointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018), ("Deloitte") as the Statutory Auditors of the Company to hold office from the conclusion of the 20th AGM till the conclusion of the 25th AGM of the Company.

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2023 pursuant to the provisions of the Act. The reports of Statutory Auditors forms part of the Annual Report. The reports are self-explanatory and does not contain any qualifications, reservations or adverse remarks.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], to undertake the Secretarial Audit of the Company. Accordingly, in terms of provisions of Section 204(1) of the Act, a Secretarial Audit Report for the financial year ended March 31,2023 given by the Secretarial Auditor of the Company in prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(iii) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under Section 186 of the Act and Schedule V of the Listing Regulations are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Nachiket Vibhakar Sukhtankar, Managing Director and Chief Executive Officer

b) Mr. Shrenik Kumar Champalal, Whole Time Director and Chief Financial Officer

c) Mr. Mayank Jain, Company Secretary cum Compliance Officer

(ii) Employees'' Stock Option Scheme

During the period under review, no Employees'' Stock Option scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure III.

None of the directors except Mr. Henry D''Souza, received any remuneration or commission from Subsidiary Companies of your Company.

The details of remuneration paid to the Directors including the Managing Director & Chief Executive Officer of the Company are given in Corporate Governance Report.

The information required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company

The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company is as per the Nomination & Remuneration Policy of the Company.

L. BOARD AND COMMITTEES

(i) Directors

As on March 31,2023, the Board of Directors comprises of six directors out of which 2 are Executive Directors, 3 are Independent Directors and 1 is Non-Executive - NonIndependent Director.

Based on the recommendation of the Nomination and Remuneration Committee and approved by the Shareholders on the Annual General Meeting held on August 3, 2022, Mr. Pankaj Vaish was appointed as the Non-Executive Independent Director

Further, based on the recommendation of the Nomination and Remuneration Committee, Mrs. Rama NS was proposed to be re-appointed as Non-Executive Independent Director subject to the approval of the Shareholders. The Board of Directors recommend the

re-appointment of Mrs. Rama NS as the Non-Executive Independent Director for a period of five years w.e.f. April 1,2024 to March 31,2029, to the shareholders for their approval in the ensuing Annual General Meeting.

Further, based on the recommendation of the Nomination and Remuneration Committee, Mr. Shrenik Kumar Champalal was proposed to be re-appointed as Whole Time Director subject to the approval of the Shareholders. The Board of Directors recommend the re-appointment of Mr. Shrenik Kumar Champalal as the Whole Time Director for a period of three years w.e.f. March 31,2024 to March 30, 2027, to the shareholders for their approval in the ensuing Annual General Meeting.

The Company has received requisite notice in writing from member of the Company proposing their candidature as Directors of the Company.

Pursuant to the provision of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Nachiket Vibhakar Sukhtankar, Managing Director, being longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for the re-appointment. The Board of Directors recommend his re -appointment.

Mr. Venkatesh Shastry, Independent Director, has resigned from post of directorship w.e.f. May 5, 2022 due to his personal reasons and other professional commitment. He also confirmed that there is no material reason of his resignation other than stated above.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and Company''s Code of Conduct.

Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority and are not disqualified u/s 164(2) of the Companies Act, 2013. Further, Independent Directors have successfully registered themselves in the Independent Director’s data bank maintained by Indian Institute of Corporate Affairs.

The Company has taken the certificate from Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report as Annexure - IV.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in Listing Regulations and they are independent of the management.

(ii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the evaluation of the working of its Committees and directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(iii) Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

(iv) Board/Committee Composition and Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

(v) Familiarization Programme and Separate Meeting of Independent Directors

During the financial year ended March 31, 2023, a separate meeting of the Independent Directors of the Company was held on May 23, 2022 without the attendance of Non-Independent Directors and the Management team.

During their meeting held on May 23, 2022, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

The Nomination and Remuneration Committee of the Company at its meeting held on February 27, 2015 had approved a familiarization programme for Independent Directors of the Company. The Familiarization

programme for Independent Directors is available at https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

(vi) Audit Committee

This Committee comprises the following Directors viz. Mrs. Rama NS (Chairperson of the Committee), Mr. Henry D''Souza, Mr. Pankaj Vaish, and Mr. Shrenik Kumar Champalal. The Company Secretary acts as the Secretary to the Committee. Details of the Audit Committee have been provided in Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

(vii) Directors'' Responsibility Statement

In terms of Section 134(5) of the Act, the Directors would like to state and confirm:

(a) That in preparation of the annual financial statements for the year ended March 31, 2023, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(b) That such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31,2023, and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a going concern basis;

(e) Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by Group Management Team including audit of internal financial control over financial reporting, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate

Governance along with the Certificate of Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms an integral part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. The Board of Directors based on the recommendation of the Audit Committee has amended the Whistle Blower Policy to inter alia, enable employees to report incidents of leak or suspected leak of unpublished price sensitive information in line with the changes made in the SEBI (Prohibition of Insider Trading) Regulations, 2015. As per the Whistle Blower Policy implemented by the Company, the employees, directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company. During the year under review, no complaint pertaining to the Company was received under the Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy is available at https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

(iii) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the Management Discussion and Analysis Report.

(iv) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial controls with reference to the financial statements. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. The Audit Committee ensures adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the internal financial control framework of the Company.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

(v) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee ("IC"), (formerly known as Internal Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The IC has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed-off during the financial year ended March 31,2023:

a) No. of complaints filed during the financial year: Nil

b) No. of complaints disposed off during the financial year: Nil

c) Number of complaints pending as on end of the financial year: Nil

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from January 22, 2021.

In line with the said amendments, the CSR Policy is available on the Company''s website at https://dxc.com/in/en/about-us/xchanging-solutions-limited-investor-relations.

In terms of the provisions of the Act read with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under Annexure II of the said Rules is annexed to this Report and marked as Annexure -V.

O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed herewith as Annexure -VI.

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/ 562 dated May 10, 2021, the Business Responsibility and Sustainability Reporting (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

The BRSR forms part of the Annual Report and can also be accessed on the Company''s website at https://dxc.com/in/ en/about-us/xchanging-solutions-limited-investor-relations.

Q. OTHER DISCLOSURES

(i) Share Capital

There was no change in the paid-up share capital of the Company. As on March 31,2023, the paid -up capital of the Company was Rs. 1,114,037,160/-. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-

up.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

(ii) Statutory Disclosures

None of the Directors of your Company are disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

(iii) Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return as on March 31, 2023 is available on the Company''s website at https://dxc.com/ in/en/about-us/xchanging-solutions-limited-investor-relations.

(v) Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

(vi) Appointment of Independent Director in unlisted material Subsidiary

Pursuant to Regulation 24 of the Listing Regulations, Mr. Henry D''Souza, Independent Director of the Company has been appointed as Independent Director on the Board of Company''s unlisted material subsidiaries i.e. Xchanging Solutions (USA) Inc and Xchanging Solutions Singapore Pte Limited w.e.f. April 1,2019.

(vii) Responsibility For Standalone:

The Company''s Board of Directors is responsible for the information included in the Board’s Report including Annexures to Board''s Report, Management Discussion and Analysis and Corporate Governance Report including annexures thereon

For Consolidated:

The Parent Company''s (Xchanging Solutions Limited) Board of Directors is responsible for the information included in the Boards'' Report including Annexures to the Board''s Report, Management Discussion and Analysis and Corporate Governance Report including annexures thereon

viii) Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

(ix) Significant and material orders

During the Financial Year 2022-23, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future. Further, no penalties have been levied by the SEBI or any other regulator during the year under review.

(x) Listing

Equity Shares of your Company are listed on National Stock Exchange of India Ltd. and BSE Ltd. The Company has paid required listing fees to Stock Exchanges for FY 2023-24.

(xi) Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

(xii) Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Nachiket Vibhakar Sukhtankar, Managing Director & Chief Executive Officer and Mr. Shrenik Kumar Champalal, Whole Time Director & Chief Financial Officer, for the Financial Year 2022 - 2023 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure - B and forms part of Corporate Governance Report.

xiii)Any proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

xiv) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

For and on behalf of the Board of Directors,

Nachiket Vibhakar Sukhtankar Shrenik Kumar Champalal Managing Director & Whole Time Director &

Chief Executive Officer Chief Financial Officer

Place: Mumbai Place: Bangalore

Date: May 25, 2023 Date: May 25, 2023

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Mar 31, 2018

Dear Shareholders,

The Board of Directors (“Board”) is pleased to present the Seventeenth Annual Report and the Audited Financial Statement of the Company for the financial year ended 31 March 2018.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial results of the Company for the financial year ended 31 March 2018 and 31 March 2017 are as under:

(INR in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	For the Financial year ended 31 Mar 2018 (12 months period)	For the Financial period ended 31 Mar 2017 (15 months period)	For the Financial year ended 31 Mar 2018 (12 months period)	For the Financial period ended 31 Mar 2017 (15 months period)
Total Income	6,641	10,976	20,167	32,117
Total Expenditure	5,239	11,302	15,985	29,813
Profit before Interest, Depreciation and Tax	1,402	(326)	4,182	2,304
Depreciation & Amortization	102	280	117	305
Finance Costs	4	15	4	15
Profit/(Loss) before Tax	1,296	(621)	4,061	1,984
Income Tax (including deferred tax)	735	47	897	156
Net Profit/(Loss) after Tax	561	(668)	3,164	1,828
other Comprehensive Income/ (Expenditure)	29	1	203	(127)
Total Comprehensive Income/ (Expenditure)	590	(667)	3,367	1,701
Earnings/(Loss) per share Rs.	0.50	(0.60)	2.84	1.64

B. REVIEW OF OPERATIONS

During the financial year ended 31 March 2018, the consolidated income of the Company was Rs 20,167 Lakhs as against Rs 32,117 Lakhs during the previous year ended 31 March 2017 (15 months period). At a standalone level, the total income of the Company for the financial year ended 31 March 2018 amounted to Rs 6,641 Lakhs compared to Rs. 10,976 Lakhs during the previous year ended 31 March 2017 (15 months period).

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the financial year ended 31 March 2018 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Board does not recommend a dividend per equity share.

E. TRANSFER TO RESERVES

During the financial year under review, the Company is not required to transfer any amount to the General Reserve.

F. SUBSIDIARY

In your company has 3 (three) direct subsidiaries and 2 (two) step down subsidiaries for the financial year ended 31 March 2018.

During the financial year ended 31 March 2018 under review, there have been no material changes in the business of the subsidiaries. In terms of Section 129(3) of the Companies Act, 2013 (‘Act’), the Company has prepared a statement containing the salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 which is attached to the Financial Statements of the Company.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM’) as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office. The financial statement including the consolidated financial statement and all other documents required to be attached with this report have been uploaded on to the website of your Company viz. http:// www.xchanging.com/investor-relations/xsl-content.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions were placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on to the website of the company and can be accessed through the link http://www.xchanging.com/ investor-relations/xsl-content.

All related party transactions that were entered into during the financial year were on an ‘arm’s length basis’ and were in the ordinary course of business.

Particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, is provided as Annexure - I to this Boards’ Report.

H. AUDITORS

(i) Statutory Auditors and Auditors’ Report

The Shareholders of the Company in the 16th AGM of the Company had appointed M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018), (“Deloitte”) as the Statutory Auditors of the Company to hold office from the conclusion of the 16th AGM till the conclusion of the 20th AGM of the Company subject to ratification of their appointment at every AGM by the shareholders, if required pursuant to the provisions of the Companies Act, 2013. Central Government vide Companies (Amendment) Act, 2017 has amended the provisions of Section 139 of the Act and ratification of appointment of Statutory Auditors in every AGM is no longer required. Therefore, matter relating to ratification of appointment of Deloitte is not required to be placed before the members at the ensuing 17th Annual General Meeting.

The written consent from Deloitte to act as Statutory Auditor along with the certificate in compliance of the provisions of the Companies Act, 2013 has been received

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended 31 March 2018 pursuant to the provisions of the Act. The reports of Statutory Auditors forms part of the Annual Report. The reports are self-explanatory and does not contain any qualifications, reservations or adverse remarks.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankush Agarwal (M/s. Ankush Agarwal & Associates, Company Secretaries), to undertake the Secretarial Audit of the Company. Accordingly, in terms of provisions of Section 204(1) of the Act, a Secretarial Audit Report given by the Secretarial Auditor of the Company in prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of loan, Guarantee and Investment covered under Section 186 of the Act are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Srikrishna Madhavan- Managing Director and Chief Executive Officer (from 11.11.2016 to 13.10.2017)

b) Mr. Ramaswamy Sankaranarayanan Kavalapara - Managing Director (Interim) and Chief Executive Officer (Interim) (From 14.10.2017 to 30.03.2018)

c) Mr. Shrenik Kumar Champalal - Whole Time Director and Chief Executive Officer (Interim) (From 31.03.2018 onwards). He resigned as Chief Executive Officer (Interim) on 08.08.2018.

d) Mr. Suresh Akella- Chief Financial Officer (From 29.05.2017 onwards)

e) Mr. Mayank Jain - Company Secretary (From 26.02.2016 onwards)

(ii) Employees’ Stock Option Plan (ESOP)

ESOP scheme has been lapsed and consummated during the year ended 31 December 2015 and therefore, during the period under review no ESOP scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is appended as Annexure-III to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. The same are available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

L. BOARD AND COMMITTEES

(i) Directors

The following Directors have been appointed or resigned during the year

S. No.	Name	Designation	Appointment Date	Resignation Date
1	Srikrishna Madhavan	Managing Director and Chief Executive Officer	11 November 2016	13 October 2017
2	Ramaswamy Sankaranarayanan Kavalapara	Managing Director (Interim) and Chief Executive Officer (Interim)	14 October 2017	30 March 2018
3	Shrenik Kumar Champalal	Whole Time Director and Chief Executive Officer (Interim)	31 March 2018	Chief Executive Officer (Interim)- 8 August 2018
4	Chandrasekhara Rao Boddoju	Managing Director and Chief Executive Officer	9 August 2018	-
5	Rekha Murthy	Independent Director	29 May 2017	22 February 2018
6	Gidugu Kalpana Tatavarti	Non-Executive Director	27 March 2018	-
7	Srinivasa Raghavan Venkatavaradhan	Non-Executive Director	6 June 2016	7 September 2017

Based on the recommendation of the Nomination and Remuneration Committee, appointment of Mr. Shrenik Kumar Champalal as Whole Time Director, Ms. Gidugu Kalpana Tatavarti as NonExecutive Director and Mr. Chandrasekhara Rao Boddoju as Managing Director are recommended for your approval in the ensuing Annual General Meeting. The Company has received requisite notices in writing from member(s) of the Company proposing the candidature of Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of Listing Regulations.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

(ii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(iii) Remuneration Policy

The Remuneration Policy as approved by the Board on the recommendation of the Nomination and Remuneration Committee is available at http://www.xchanging.com/investor-relations/xsl-content.

(iv) Board/Committee Composition and Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. The details of composition of Board and Committee and their meetings held during the year are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

(v) Familiarization Programme and Separate Meeting of Independent Director’s

During the financial year ended 31 March 2018, one separate meeting of the Independent Directors of the Company was held on 13 September 2017 respectively without the attendance of Non-Independent Directors and the Management team.

During their meeting held on 13 September 2017, the Independent Directors discussed the matters specified in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

The Nomination and Remuneration Committee of the Company at its meeting held on 27 February 2015 had approved a familiarization programme for Independent Directors of the Company. The Familiarization programme for Independent Directors is available at http:// www.xchanging.com/investor-relations/xsl-content.

(vi) Audit Committee

This Committee comprises the following Directors viz. Mr. Ashok Kumar Ramanathan (Chairman of the Committee), Mr. Srinivasa Raghavan Venkatavaradhan (till 7 September 2017), Mr. Henry D Souza, Ms. Rekha Murthy (from 29 May 2017 to 22 February 2018), Ms. Gopika Pant (till 29 May 2017), Ms. Gidugu Kalpana Tatavarti (from 27 March 2018 to 17 July 2018) and Mr. Shrenik Kumar Champalal (From 31 March 2018 onwards). The Company Secretary acts as the Secretary to the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

(vii)Directors’ Responsibility Statement

Pursuant to section 134(5) of the Act, your Directors, based on the representations received from the Management and after due enquiry confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2018 and of the profit of the Company for the financial year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were adequate and operating effectively during the financial year ended 31 March 2018; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2018.

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of Mr. Ankush Agarwal (M/s Ankush Agarwal & Associates, Company Secretaries), confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms an integral part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report. The web-link to the Vigil Mechanism/Whistle Blower Policy is available at http://www.xchanging.com/investor-relations/xsl-content.

(iii) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the management discussion and analysis.

(iv) Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to the financial statements.

(v) Disclosure under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year ended 31 March 2018:

a) No. of complaints received: Nil

b) No. of complaints disposed off: Nil

The Company has complied with provisions relating to the constitution of Internal constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee had formulated and recommended a Corporate Social Responsibility Policy to the Board of the Company which was subsequently adopted and implemented by the Company. The web-link to the CSR Policy is available at http://www.xchanging.com/investor-relations/xsl-content.

The detailed Annual Report on CSR activities is annexed herewith and marked as Annexure - IV

O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed herewith as Annexure - V

P. OTHER DISCLOSURE

(i) Share Capital

There was no change in the paid- up share capital of the Company. As on 31 March 2018, the paid -up capital of the Company was Rs. 1,114,037,160. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-up.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

(ii) Open Offer

The brief details of Mandatory Open Offer are given herein below:

Open offer for acquisition of up to 2,36,49,767 fully paid up equity shares of face value of INR 10 each (“Offer Shares”) representing 21.23% of the fully diluted voting share capital of Xchanging Solutions Limited (“Target Company”) from the public shareholders of the Target Company (“Public Shareholders”) by Xchanging Technology Services India Private Limited (“Acquirer”) together with Computer Sciences Corporation India Private Limited (“PAC 1”) and DXC Technology Company (“PAC 2”) (PAC 1 and PAC 2 are collectively referred to as “PAC”) as the persons acting in concert with the Acquirer pursuant to and in compliance with Regulations 3(1), 4, and 5(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“Takeover Regulations”) at an offer price of INR 55.22 per Offer Share (“Offer”) .

This Offer was being made in accordance with Regulations 3(1 ), 4, and 5(1 ) of the Takeover Regulations as a result of an indirect acquisition of 78.77% of the voting rights in and control by PAC 2 over the Target Company.

This Offer was a mandatory open offer being made by the Acquirer and PAC to the Public Shareholders pursuant to Regulations 3(1), 4, and 5(1) of the Takeover Regulations. The Offer was being made on account of the Merger Agreement dated 24 May 2016 (which was further amended on 2 November 2016 and 6 December 2016) entered into inter alia between Hewlett Packard Enterprise Company, Computer Sciences Corporation and PAC 2. The transactions contemplated under the Merger Agreement were completed on 1 April 2017.

The Acquirer and PAC had made the Public Announcement on 17 November 2017, Detailed Public Statement (“DPS”) published on 24 November 2017 and the draft letter of offer with respect to the Offer (“DLoF”) was filed with SEBI on 30 November 2017.

SEBI has issued observation letter bearing reference no. SEBI/HO/CFD/DCR1/OW/P/2018/ 13149/1 on 2 May 2018 (“SEBI Letter”). The revised schedule of activities relating to the Offer made in the DLoF, was issued in all the newspapers in which the DPS was published in terms of the SEBI Letter.

The tendering period commenced on 18 May 2018 & closed on 30 May 2018

During this period 13,398,299 shares have been tendered and acquirer along with PAC has paid the consideration on 11 June 2018 at Rs. 55.22 per share to the shareholders, who had tendered shares in the open offer;

The process of mandatory Open Offer had been completed and the Merchant Banker to the Offer has published the post Open Offer advertisement in newspapers.

(iii) Statutory Disclosures

None of the Directors of your Company are disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

(iv) Extract of Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31 March 2018 in Form MGT - 9 is attached herewith as Annexure -VI and forms a part of this Report.

(v) Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company’s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

For and on behalf of the Board of Directors,

Ashok Kumar Chandrasekhara Rao

Ramanathan Boddoju

Chairman Managing Director &

(Independent Director) Chief Executive Officer

Place : Bangalore Place : Bangalore

Date : 9 August 2018 Date : 9 August 2018

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Dec 31, 2014

Dear Members,

The Board of Directors ("Board") is pleased to present the fourteenth annual report and the audited statement of accounts for the financial year ended 31 December 2014.

Financial Results

Indian GAAP (consolidated)

31 December 31 December Particulars 2014 2013 (Rs. in lakhs) (Rs. in lakhs)

Total Income 31,062 26,615

Total Expenditure 28,660 22,632

Profit before Interest, 2,402 3,983

Depreciation and Tax

Depreciation & Amortization 477 499

Finance Costs 20 17

Exceptional Items Gain/(Loss) 1,268 438

Profit / (Loss) before Tax 3,173 3,905

Income Tax 662 874 (including deferred tax)

Net Profit / (Loss) after Tax 2,511 3,031

Earnings/ (Loss) per share Rs. 2.25 2.72

Indian GAAP (standalone)

31 December 31 December Particulars 2014 2013 (Rs. in lakhs) (Rs. in lakhs)

Total Income 16,372 13,066

Total Expenditure 14,006 9,882

Profit before Interest, 2,366 3,184 Depreciation and Tax

Depreciation & Amortization 450 434

Finance Costs 20 17

Exceptional Items Gain/(Loss) (515) 165

Profit / (Loss) before Tax 1,381 2,898

Income Tax 659 744 (including deferred tax)

Net Profit / (Loss) after Tax 722 2,154

Earnings / (Loss) per share Rs. 0.65 1.93

Review of Operations (Rs. in lakhs)

During the year ended 31 December 2014, the consolidated income of the Company was Rs. 31,062 as against Rs. 26,615 during the previous year ended 31 December 2013.At a standalone level, the total income of the Company for the year ended 31 December 2014 amounted to Rs. 16,372 compared to Rs. 13,066 during the previous year ended 31 December 2013.

Dividend

The Board does not recommend a dividend per equity share.

Share Capital

There was no change in the paid up share capital of the Company. As at 31 December 2014, the paid up capital of the Company was Rs. 1,114,037,160. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-up. The Board of Directors in its meeting held on 27 February 2015 has approved reduction of share capital by return of Rs. 5/- per share to the shareholders of the Company thereby reducing the nominal value of the shares from Rs.10/- to Rs. 5/- per share, subject to the approval of the regulatory authorities, shareholders and the High Court of Karnataka.

Subsidiary Companies

As at 31 December 2014, your Company had five subsidiary companies, namely

* Xchanging Solutions (USA) Inc., USA

* Xchanging Solutions (Europe) Limited, UK

* Xchanging Solutions (Singapore) Pte. Ltd. Singapore

* Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia

* Nexplicit Infotech India Private Limited, India

As per the provisions of the Companies Act, the Company needs to attach the balance sheet and profit & loss account of the Company''s subsidiaries in the annual report of the Company. However pursuant to the general exemption given by the Ministry of Corporate Affairs, the Board believes that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors has passed a resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at the Company''s registered office.

Directors

Mr. Kenneth Lever stepped down from the Board of directors with effect from November 7, 2014 and Mr. Alok Kumar Sinha has been appointed as whole time director and Chief Executive Officer of the Company with effect from November 7, 2014. Designation of Mr. David Bauernfeind has been changed to Non-Executive Director and Chairman with effect from November 8, 2014.

The appointment of Mr. Alok Kumar Sinha is re- commended for approval before the shareholders in the ensuing Annual General Meeting.

Pursuant to provisions of the Companies Act, 2013, Independent Directors are required to be appointed in accordance with Section 149 of the said Act and that the requirement of retirement by rotation shall not be applicable to the Independent Directors. Accordingly, the resolutions for appointment of Mr. Ashok Kumar Ramnathan, Mr. Henry D Souza and Ms. Gopika Pant as Independent Directors for a term of 5 (five) years are being placed for approval of the members in the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement with the Stock Exchanges. As required under Clause 49 of Listing Agreement, brief resume, details of experience and other Directorships/Committee memberships/ Chairmanships held by the Directors in other companies, whose appointment/ re-appointment is due in the forthcoming Annual General Meeting of the Company, forms part of the Notice convening AGM.

Employee Stock Option Plans

The Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

* Cambridge Solutions Limited Employee Stock Option Plan 2006

* Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

* Scandent SSI IT Services Employee Stock Option Plan 2004

* Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first scheme are given in Appendix 1.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Board endeavor to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) corporate governance practices and accordingly has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Clause 49 of the listing agreement regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Sudhir V Hulyalkar, practicing Company Secretary along with management discussion and analysis report forms part of this Directors'' Report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available for inspection at the registered office of the Company during working hours for a period of twenty one days before the date of Annual General Meeting.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), the Board, based on the representations received from the operating management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended 31 December 2014, the applicable accounting standards have been followed and there were no material departures.

2. The Board has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

3. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Board has prepared the annual accounts on a going concern basis.

Statutory Auditors

The Shareholders in the 13th Annual General Meeting of the Company had appointed M/s Price Waterhouse,Chartered Accountants (Firm Registration No. 012754N) as Statutory Auditors of the Company to hold office from the conclusion of the 13th AGM till the conclusion of the 18th annual general meeting of the Company subject to ratification in every annual general meeting. The firm, M/s. Price Waterhouse is converted into a Limited Liability Partnership ("LLP") with effect from July 25, 2014 and the name of the LLP is Price Waterhouse Chartered Accountants LLP. The ratification of the appointment of M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016), as Statutory Auditors of the Company is re-commended to shareholders for their approval in the ensuing Annual General Meeting.

Corporate Social Responsibility Committee

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company at its Meeting held on 07th November, 2014 has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The CSR Committee comprises of the following members:

1. Mr. Ashok Kumar Ramanathan - Chairman

2. Mr. Henry D Souza - Member

3. Mr. Alok Kumar Sinha - Member

The CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibilty Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, recommending to Board the amount of expenditure to be incurred on CSR activities and monitoring the Corporate Social Responsibility Policy of the Company from time to time.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Appendix 2 included in this report (Corresponding to section 134(3)(m) of the Companies Act 2013).

Fixed Deposits

During the year ended 31 December 2014, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 (Section 73 and 76 of the Companies Act, 2013 as applicable) and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

The Board thanks the Company''s customers, clients, vendors, investors and bankers for their support during the year. The Board places on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors,

David Bauernfeind Alok Kumar Sinha Non Executive Director & Executive Director & Chairman Chief Executive Officer

Place: London Place : Bangalore Date: February 27, 2015 Date : February 27,2015

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Dec 31, 2013

Dear Shareholders,

The Board of Directors ("Board") is pleased to present the thirteenth annual report and the audited statement of accounts for the year ended 31 December 2013.

Financial Results

Indian GAAP (consolidated)

31 December 31 December Particulars 2013 2012 (Rs. in lakhs) (Rs. in lakhs)

Total Income 26,615 22,508

Total Expenditure 22,632 19,394

Proft before Interest, 3,983 3,114 Depreciation and Tax

Depreciation & Amortization 499 508

Finance Costs 17 16

Exceptional Items Gain/(Loss) 438 (536)

Profit/(Loss) before Tax 3,905 2,054

Income Tax 874 829 (including deferred tax)

Net Profit / (Loss) after Tax 3,031 1,225

Earnings/ (Loss) per share Rs. 2.72 1.10

Indian GAAP (standalone)

31 December 31 December Particulars 2013 2012 (Rs. in lakhs) (Rs. in lakhs)

Total Income 13,066 10,802

Total Expenditure 9,882 8,548

Profit before Interest, 3,184 2,254 Depreciation and Tax

Depreciation & Amortization 434 344

Finance Costs 17 16

Exceptional Items Gain/(Loss) 165 (536)

Profit/(Loss) before Tax 2,898 1,358

Income Tax 744 715 (including deferred tax)

Net Profit / (Loss) after Tax 2,154 643

Earnings / (Loss) per share Rs. 1.93 0.58

Review of Operations (Rs. in lakhs)

During the year ended 31 December 2013, the consolidated income of the Company was Rs. 26,615 as against Rs. 22,508 during the previous year ended 31 December 2012. At a standalone level the total income of the Company for the year ended 31 December 2013 amounted to Rs. 13,066 compared to Rs. 10,802 during the previous year ended 31 December 2012.

Dividend

The Board does not recommend a dividend per equity share.

Share Capital

There was no change in the paid up share capital of the Company. As at 31 December 2013, the paid up capital of the Company was Rs. 1,114,037,160/. This comprises 111,403,716 equity shares of Rs. 10/ each fully paid up.

Subsidiary Companies

As at 31 December 2013, your Company had 5 subsidiary companies, namely

- Xchanging Solutions (USA) Inc., USA

- Xchanging Solutions (Europe) Limited, UK

- Xchanging Solutions (Singapore) Pte. Ltd. Singapore

- Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia

- Nexplicit Infotech India Private Limited, India

As per the provisions of the Companies Act, 1956, the Company needs to attach the balance sheet and profit and loss account of the Company''s subsidiaries in the annual report of the Company. However, as per the provisions of Section 212(8) and the General Circular No. 2/2011 dated 8 February 2011, the Ministry of Corporate Affairs has given a general exemption from attaching the balance sheet and profit and loss account of the Company''s subsidiaries in the annual report of the Company provided that the Board of Directors passes a resolution for not attaching the balance sheet of the subsidiary concerned and the necessary disclosures are made in the annual report of the Company.

The Board believes that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors has passed a resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at the Company''s registered office.

Employee Stock Option Plans

The Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

- Cambridge Solutions Limited Employee Stock Option Plan 2006

- Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

- Scandent SSI IT Services Employee Stock Option Plan 2004

- Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first scheme are given in appendix 1.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Board endeavor to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) corporate governance practices and accordingly has implemented all the major stipulations prescribed.

The Company followed optimum combination of Executive Directors and Independent Directors throughout the period and the Company is ensuring compliance with regard to the constitution of committees such as the Audit Committee and the Investor Grievance Committee.

A detailed corporate governance report in line with the requirements of Clause 49 of the listing agreement regarding the corporate governance practices followed by the Company and the practicing company secretary''s certificate indicating compliance of mandatory requirements along with management discussion and analysis report are given as part of the annual report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1) (b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the registered offce of the Company.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), the Board, based on the representations received from the operating management, hereby confirms that:

- In the preparation of the annual accounts for the year ended 31 December 2013, the applicable accounting standards have been followed and there were no material departures.

- The Board has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

- The Board has taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Board has prepared the annual accounts on a going concern basis.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988, is given in the appendix 2 included in this report.

Fixed Deposits

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956; and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

The Board thanks the Company''s clients, vendors, investors and bankers for their support during the year. The Board place on record their appreciation of the contribution made by employees at all levels.

The Board thanks the Government of India particularly the Ministry of Communication and Information Technology, SEZ authorities, the Customs and Excise Departments, the Software Technology Parks - Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

Kenneth Lever David Bauernfeind

Date : 28 February 2014

Place : London, UK

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Dec 31, 2012

Dear Shareholders,

The directors are pleased to present the Twelfth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2012.

Financial Results

As per Indian GAAP Standalone

December December Particulars 31''2012 31''2011 (Rs. in (Rs. in lakhs) lakhs)

Total Income 10,802 18,609

Total Expenditure 8,548 13,816

Profit before Interest, 2,254 4,793 Depreciation and Tax

Depreciation & Amortization 344 851

Finance Costs 16 321

Exceptional cost & Prior 536 15,588 period items

Profit/(Loss) before Tax 1,358 (11,967)

Income Tax 715 988 (including deferred tax)

Net Profit / (Loss) after Tax 643 (12,955)

Earnings/(Loss) per share Rs. 0.58 (11.63)

As per Indian GAAP Consolidated

December December Particulars 31''2012 31''2011 (Rs. in (Rs. in lakhs) lakhs)

Total Income 22,508 59,166

Total Expenditure 19,394 56,135

Profit before Interest 3,114 3,031 Depreciation and Tax

Depreciation & Amortization 508 1,319

Finance Costs 16 339

Exceptional cost & 536 (53,632) Prior period items

Profit / (Loss) before Tax 2,054 55,005

Income Tax 829 1,268 (including deferred tax)

Net Profit / (Loss) after Tax 1,225 53,737

Earnings/(Loss) per share Rs. 1.10 48.24

Review of Operations (Rs. in lakhs)

During the year ended December 31, 2012, the consolidated revenue of your Company was Rs. 22,508 as against Rs. 59,166 during the previous year ended December 31, 2011. At a standalone level the total revenue of the Company for the year ended December 31, 2012 amounted to Rs.10,802 compared to Rs. 18,609 during the previous year ended December 31, 2011. The BPO divisions of Group are disposed off at different intervals of time during the year ended December 31, 2011 and hence the revenues from such divisions in the standalone & consolidated financials in the previous year are up to time of their disposal. The revenue from the continued ITO business of the Group for the year ended December 31, 2012 amounted to Rs. 20,883 compared to Rs. 20,896 for the year ended December 31, 2011.

Dividend

Your Directors are not recommending any dividend on the Equity Shares.

Share Capital

There was no change in the paid up share capital of the Company. As at December 31, 2012, the paid up capital of the Company was Rs. 1,114,037,160/- comprising of 111,403,716 equity shares of Rs. 10/- each fully paid-up.

Subsidiary Companies

As at December 31,2012, your Company had 5 subsidiary companies, namely

1. Xchanging Solutions (USA) Inc., USA (Formerly Cambridge Solutions and Services Inc., USA)

2. Xchanging Solutions (Europe) Limited, UK (Formerly Cambridge Solutions Europe Limited, UK)

3. Xchanging Solutions (Singapore) Pte Ltd. Singapore (Formerly Cambridge Solutions (Xchanging) Pte Ltd, Singapore)

4. Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia (Formerly Cambridge Solutions Sdn. BHD, Malaysia,)

5. Nexplicit Infotech India Private Limited, India

The names of Cambridge Solutions (Xchanging) Pte Ltd, Cambridge Solutions and Services, Inc., Cambridge Solutions Europe Limited and Cambridge Solutions Sdn. BHD, subsidiaries of the Company, were changed to Xchanging Solutions (Singapore) Pte. Ltd., Xchanging Solutions (USA) Inc., Xchanging Solutions (Europe) Limited and Xchanging Solutions (Malaysia) Sdn. BHD, respectively, during the year.

Indigo Markets Limited, Bermuda went in to Members'' Voluntary winding up in December 2011 and is finally dissolved on January 10, 2012.

Cambridge Solutions Pty Ltd., Australia had been a dormant company since long time and accordingly it was decided to dissolve the same by deregistering it from the records of the Australian Securities and Investment Commission (ASIC). The Company has been deregistered from ASIC with effect from March 20, 2012.

As per the provisions of the Companies Act, 1956, the Company needs to attach the Balance Sheet and Profit & Loss Account of the Company''s subsidiaries in the annual report of the Company. However, as per the provisions of Section 212(8) and the General Circular No. 2/2011 dated February 8, 2011, the Ministry of Corporate Affairs has given a general exemption from attaching the Balance Sheet and Profit & Loss Account of the Company''s subsidiaries in the annual report of the Company provided that the Board of Directors passes a resolution for not attaching the balance sheet of the subsidiary concerned and the necessary disclosures are made in the annual report of the Company.

The Directors believe that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors have passed Resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at your Company''s Registered Office.

Employee Stock Option Plans

Your Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

1. Cambridge Solutions Limited Employee Stock Option Plan 2006

2. Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

3. Scandent SSI IT Services Employee Stock Option Plan 2004

4. Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first two schemes are given in Annexure 1.

Corporate Governance Report

Your Company is committed to good Corporate Governance practices. Your Directors endeavour to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed.

Your Company followed optimum combination of Executive Directors and Independent Directors throughout the period and your Company is ensuring compliance with regard to the constitution of Committees such as the Audit Committee and the Investor Grievance Committee.

A detailed Corporate Governance Report in line with the requirements of Clause 49 of the listing agreement regarding the Corporate Governance practices followed by the Company and the Practicing Company Secretary''s Certificate indicating compliance of mandatory requirements along with Management Discussion and Analysis Report are given as part of the Annual Report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office ofthe Company.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors, based on the representations received from the Operating Management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended December 31, 2012, the applicable accounting standards have been followed and there were no material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

3. The Directors have taken proper and sufficient care ofthe maintenance of adequate accounting records in accordancewiththeprovisionsoftheActforsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Auditors

M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion ofthe ensuing Annual General Meeting and being eligible, offerthemselves for reappointment.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

Information as per Section 217(1)(e) ofthe Companies Act, 1956, read with Companies (Disclosure of particulars in Report of the Board of Directors) Rules, 1988, is given in the Annexure 2 included in this report.

Fixed Deposits

Your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

Your Directors thank the Company''s clients, vendors, investors and bankers for their support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

Your Directors thank the Government of India particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Software Technology Parks - Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Kenneth Lever David Bauernfeind

Date : March 01, 2013

Place: London, UK

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Dec 31, 2010

The directors are pleased to present the Tenth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2010.

Financial Results

As per Indian GAAP Standalone

December December Particulars 31, 2010 31, 2009 (Rs. 000) (Rs. 000)

Total Income 2,245,048 2,596,557

Total Expenditure 1,800,449 2,070,696

Profit before Interest,

Depreciation and Tax 444,599 525,861

Depreciation & Amortisation 139,213 142,686

Finance Costs 73,542 147,406

Exceptional cost & prior period 228,250 29,575

Profit / (Loss) before Tax 3,594 206,194

(including deferred tax) 18,357 (1,029)

Net Profit / (Loss) after Tax (14,763) 207,223

Earnings/ (Loss) per share (Rs.) (0.13) 1.86

As per Indian GAAP Consolidated

December December Particulars 31, 2010 31, 2009 (Rs. 000) (Rs. 000)

Total Income 10,945,766 12,039,787

Total Expenditure 10,095,650 11,338,463

Profit before Interest 850 116 701 324 Depreciation and Tax

Depreciation & Amortisation 281,698 398,442

Finance Costs 337,018 388,788

Exceptional cost & prior period 845,396 3,537,099

Profit / (Loss) before Tax (613,996) (3,623,005)

(including deferred tax) 47,409 98,906

Net Profit / (Loss) after Tax (661,405) (3,712,911)

Earnings / (Loss) per share (Rs.) (5.94) (33.42)

Review of Operations (Rs. 000)

During the year ended December 31, 2010, the consolidated revenue of your Company was Rs. 10,945,766 as against Rs. 12,039,787 during the previous year ended December 31, 2009. At a stand alone level the total revenue of the Company amounted to Rs. 2,245,048 compared to Rs. 2,596,557 in the previous year ended December 31, 2009.

Dividend

Your Directors are recommending no Dividend on the Equity Shares.

Share Capital

Your Company has issued 21,667 equity shares of Rs. 10/- each fully paid, under Cambridge Solutions Limited Employees Stock Option Plan 2006 (Program II). The paid up capital has increased to Rs. 1,114,037,160 comprising of 111,403,716 equity shares of Rs. 10/-each fully paid-up.

Subsidiary Companies

Your Company has 14 subsidiary companies, namely Scandent Group Inc., USA, Cambridge Solutions Europe Limited, UK (Formerly Scandent Network Europe Ltd., UK), Cambridge Solutions Pte Ltd., Singapore (Formerly Scandent Group Pte Ltd, Singapore), Scandent Group Sdn, BHD, Malaysia, Indigo Markets Ltd, Bermuda, Cambridge SARL, France (Formerly BWH SARL, France), Cambridge Integrated Services Australia Pty Ltd., Australia, Cambridge Integrated Services Victoria Pty Ltd., Australia, Cambridge Galaher Settlements & Insurance Services, USA, Cambridge Integrated Services Group Inc., USA, ProcessMind Holdings Mauritius Limited, Mauritius, Nexplicit Infotech India Private Limited, Cambridge Solutions PTY Ltd, Australia and Cambridge Builders Private Limited, India.

During the year, one of the subsidiaries of the Company, Scandent Group Gmbh, Germany, got liquidated and your Company acquired a newly incorporated company, Cambridge Builders Private Limited, India which has an object to carry on the business of development of special economic zones (SEZ). This acquisition was made for the purpose of carrying on the business of SEZ development at the Shimoga in association with KEONICS. Your Company invested and acquired 10,000 Equity Shares of Rs. 10 each of Cambridge Builders Private Limited for a consideration of Rs. 10 each, to make it wholly owned subsidiary.

As per Section 212 of the Companies Act 1956, your Company is required to attach Directors Report, Balance Sheet and Profit a

Loss Account of these subsidiaries. Your Company has received approval from the Central Government for an exemption from such attachment as it presents the audited consolidated financial statements of the Company and its subsidiaries in the Annual Report. The Directors believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition of the consolidated companies in your Company. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at your Companys Registered Office.

Employee Stock Option Plans

Your Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

1. Cambridge Solutions Limited Employee Stock Option Plan 2006.

2. Scandent Solutions Corportation Limited Employee Stock Option Plan 2005.

3. Scandent Solutions Corportation Limited SSI IT Services Employee Stock Option Plan 2004.

4. Scandent Solutions Corporation Limited Employee Stock Option Plan 2004.

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004 have lapsed.

The details of options granted, vested and exercised under the first three schemes are given in Annexure 1.

Corporate Governance Report

Your Company is committed to good Corporate Governance practices. Your Directors endeavour to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed.

Your Company followed the good Corporate Governance with optimum combination of Executive and Non-Executive Directors and Independent Directors throughout the period and your Company is ensuring compliance with regard to constitution of Committees such as the Audit Committee and Investor Grievance Committee.

A detailed Corporate Governance Report in line with the requirements of Clause 49 of the listing agreement regarding the Corporate Governance practices followed by the Company and the Practicing Company Secretarys Certificate indicating compliance of mandatory requirements along with Management Discussion and Analysis Report are given as part of the Annual Report.

Directors

Mr. Kunal Kashyap retires by rotation and being eligible offers himself for re-appointment.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended December 31, 2010, the applicable Accounting Standards have been followed and there were no material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

3. The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Auditors

M/s. Price Waterhouse a Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

Information as per Section 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in Report of the Board of Directors) Rules, 1988, is given in the Annexure 2 included in this report.

Fixed Deposits

Your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

Your Directors thank the Companys clients, vendors, investors and bankers for their support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

Your Directors thank the Government of India particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Software Technology Parks – Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Kenneth Lever Darren Fisher

Date : February 28, 2011 Place : London, UK

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Dec 31, 2009

The directors are pleased to present the Ninth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2009.

Financial Results

As per Indian GAAP Standalone

December December 31, 09 31, 08 Particulars (Twelve Months) (Nine Months)

(Rs. In Million) (Rs. In Million

Sales & Other Income 2,596.20 2,172.06

Total Expenditure 2,070.34 1,795.09

Profit before Interest 525.86 376.96 Depreciation and Tax

Finance Costs 147.41 73.96

Depreciation & Amortisation 142.69 106.41

Exceptional cost 29.57 70.16

Profit before Tax 206.20 126.43

Income Tax (1.03) 9.68 (including deferred tax)

Profit after Tax 207.23 116.75

EPS (Rs) 1.86 1.05

As per Indian GAAP Consolidated

December 31, December 09 31, 08 Particulars (Twelve Months) (Nine Months) (Rs. In Million) (Rs. In Million)

Sales & Other Income 11,710.95 8,822.55

Total Expenditure 11,009.63 8,849.82

Profit before Interest 701.32 (27.28) Depreciation and Tax

Finance Costs 388.79 270.03

Depreciation & Amortisation 483.86 421.63

Exceptional cost & period 3,537.10 664.65 periods items

Profit before Tax <3708.43) (1,383.58)

Income Tax 98.91 136.90 (including deferred tax)

Profit after Tax (3,807.33) (1,520.48)

EPS (Rs) (34.19) (13.65)

Review of Operations

During the year ended December 31, 2009, the consolidated revenue of your Company was Rs.11,599.66 million as against Rs. 8,761.88 million during the previous period nine months ended December 31, 2008. At a stand alone level the total revenue of the Company amounted to Rs.2,527.24 million compared to Rs. 2,135.56 million in the previous period nine months ended December 31, 2008. During the year, the Company earned profit before interest, depreciation and tax & exceptional items of Rs.525.86 million compared to Rs.376.96 million in the previous period nine months ended December 31, 2008. The Company earned a net profit of Rs. 207.23 million compared to a net profit of Rs. 116.75 million in the previous period nine months ended December 31, 2008.

Dividend

Your Directors are recommending no Dividend on the Equity Shares.

Share Capital

Your Company has issued 16,666 equity shares of Rs. 10/- each fully paid, under Cambridge Solutions Limited Employees Stock Option Plan 2006 (Program II). The paid up capital has increased to Rs. 1,11,38,20,490/- comprising of 11,13,82,049 equity shares of Rs. 10/- each fully paid-up.

Acquisition by Xchanging

Pursuant to share purchase agreements between Xchanging (Mauritius) Limited (XML), a wholly owned subsidiary of Xchanging Plc, a listed company incorporated in UK, and the erstwhile principal shareholders of the Company, and consequent open offer to public, XML now owns 76.04% of the outstanding share capital of the Company. Though the open offer procedures were completed on April 9, 2009, XML obtained the power of operational control of the Company effective January 1, 2009.

Subsidiary Companies

Your Company has 14 subsidiary companies Scandent Group Inc., USA, Scandent Group GmbH, Germany, Cambridge Solutions Europe Limited, UK (Formerly Scandent Network Europe Ltd., UK), Cambridge Solutions PTE Ltd. Singapore (Formerly Scandent Group Pte Ltd, Singapore), Scandent Group Sdn, BHD, Malaysia, Indigo Markets Ltd, Bermuda, Cambridge SARL, France (Formerly BWH SARL, France), Cambridge Integrated Services Australia Pty Ltd., Australia, Cambridge Integrated Services Victoria Pty Ltd., Australia, Cambridge Galaher Settlements &

Insurance Services, USA, Cambridge Integrated Services Group Inc., USA, ProcessMind Holdings Mauritius Limited, Mauritius, Nexplicit Infotech India Private Limited, India and Cambridge Solutions PTY Ltd, Australia.

As per Section 212 of the Companies Act 1956, your Company is required to attach Directors Report, Balance Sheet and Profit & Loss Account of these subsidiaries. Your Company has received approval from the Government of India for an exemption from such attachment as it presents the audited consolidated financial statements of the Company and its subsidiaries in the annual report. The Directors believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition of the consolidated companies in your Company. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary Companies along with related information, is available for inspection during business hours at your Companys Registered Office.

Employee Stock Option Plans

Your Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

1. Cambridge Solutions Corporation Limited Employee Stock Option Plan 2006.

2. Scandent Employee Stock Option Plan 2005.

3. Scandent Solutions Corporation Limited Employee Stock Option Plan 2004.

4. Scandent SSI IT Services Employee Stock Option Plan 2004.

During the year, the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004 have lapsed due expiry of the grant period, and accordingly they were forfeited and cancelled. The details of options granted under the above schemes are given in Annexure 1.

Corporate Governance Report

Your company is committed to good Corporate Governance practices. Your Directors endeavour to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed. The importance of Corporate Governance Report has always been recognized by your Company and in order to enhance customer satisfaction and stakeholder value, the Company continues to benchmark its corporate governance practices with the best in the industry.

Your Company followed the Corporate Governance optimum combination of Executive and Non-Executive Directors and Independent Directors throughout the period and your Company is ensuring compliance with regard to constitution of Committees such as the Audit Committee and Investor Grievance Committee.

A detailed Corporate Governance Report in line with the requirements of Clause 49 of the listing agreement regarding the Corporate Governance practices followed by the Company and the Practising Company Secretarys Certificate indicating compliance of mandatory requirements along with Management Discussion and Analysis Report are given as part of the Annual Report.

Directors

Mr. Eugene Beard retires by rotation and being eligible offers himself for re-appointment.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company.

Directors’ Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors, based on the representations received from the Operating Management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended December 31, 2009, the applicable accounting standards have been followed and there were no material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

3. The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. The Directors have prepared the annual accounts on a going concern basis.

Auditors

M/s. Price Waterhouse & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in Report of the Board of Directors) Rules, 1988, is given in the Annexure 2 included in this report.

Fixed Deposits

Your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

Your Directors thank the Company’s clients, vendors, investors and bankers for their support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

Your Directors thank the Government of India particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Software Technology Parks – Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

Chairman

Place : London, UK Date : February 26, 2010