The Company is pleased to present its business and operations report for the year ended March 31, 2026.
1. Financial Highlights for the Year Ended March 31, 2026:

(Rs. in Millions) (Rs. in Millions)

Total operating revenue was Rs.11,079.63 Mn, for the current
financial year 2025-26, which is 8.12% higher than the
previous year’s Rs. 10,247.96 Mn. Total comprehensive income
stood at Rs.1,404.68 Mn (12.26% of total income) against the
previous year’s Rs. 1,022.92 Mn (9.83% of total income).
This signifies an improvement in absolute and percentage
terms.

The Company’s revenue from operations remained
well diversified across geographies during the year.
India contributed 16% of revenue (compared to 17% in the
previous year), while the Middle East and Asia accounted
for 12% and 4%, respectively (compared to 14% and
5% in the previous year). Europe remained the largest
contributor, accounting for 40% of revenue from operations
(compared to 37% in the previous year). The UK contributed

2. Business and Operations Review:

14%, consistent with the previous year, while the United
States accounted for 14% of revenue, compared to 13% in
the previous year.

The proportion of offshore to on-site revenue from
operations stood at 75% to 25% compared to 65% to 35%
in the previous year.

For the financial year 2025-26, the revenue from Group
clients was 35%, as compared to 34% in the previous
financial year. On the practice front, Banking, Financial
Services, and Insurance (BFSI) contributed 81% of the
revenue with a growth of 12.8%, Aerospace contributed
10% of the revenue with a growth of 7.8% and Automotive
sector contributed 9% of the revenue and had a degrowth
of (22%).

As of March 31, 2026, the standalone entity’s employee
strength was 3,888 (consolidated entity 3,968) compared
to 3,817 (consolidated entity 3,948) in the previous year.
Women employee strength grew to 1,395 (35%) for the
consolidated entity from 1,263 (31.99%) in the current year
and attrition stands at 25% from the previous year’s 24%.

3. Capital Expenditure:

During the financial year 2025-26, the Company added
Rs. 30.65 Mn to its gross block with capital expenditure,
comprising Rs. 8.96 Mn on building & lease, Rs. 10.23 Mn
on technology infrastructure, and Rs. 11.46 Mn on physical
infrastructure addition.

4. Liquidity:

The Company continues to maintain comfortable cash
balances to meet its strategic objectives. The liquid assets
stood at Rs. 3,632.17 Mn at the end of the year against
Rs. 2,174.86 Mn in the previous year. The Company’s cash
balance increased to Rs. 3,757.49 Mn from previous year’s
Rs. 2,293.58 Mn.

5. Share Capital:

At the end of the current financial year, the Company’s
paid-up equity share capital stood at Rs. 155.20 Mn,
consisting of 1,55,19,739 fully paid-up equity shares of
Rs. 10/- each.

6. Net worth:

As of March 31, 2026, the Company’s net worth stood at
Rs. 7,763.12 Mn against Rs. 6,358.44 Mn at the end of the
previous financial year.

7. Dividend:

For the financial year 2025-26, the Company has
recommended a Final Dividend of Rs. 110/- per equity share
(@ 1100% per Equity Share of Rs. 10/- each) on July 28, 2026,
which is subject to approval by the Shareholders in the
ensuing 28^th Annual General Meeting.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is available on the Company’s website
atDividend-Distribution-Policy-1.pdf

8. Transfer to Reserve:

The Company does not propose to carry any amount to
reserves during the financial year ended March 31, 2026.

9. Subsidiaries and Branches:

The Company currently operates internationally through
five wholly owned subsidiaries:

a) Expleo Solutions Pte. Ltd., Singapore

b) Expleo Solutions UK Ltd., UK

c) Expleo Solutions Inc., USA

d) Expleo Solutions LLC, Dubai

e) Expleo Solutions Arabia Limited, Saudi Arabia

The Company has incorporated a new wholly owned
Subsidiary Company named Expleo Solutions GIFT IFSC
Limited, in GIFT City, Gujarat, India, on June 14, 2026.

The Company’s Board of Directors reviewed the affairs
of the wholly owned subsidiaries for the financial year
2025-26. In accordance with Section 129(3) of the
Companies Act, 2013, the Company has prepared its
consolidated financial statements, which form a part
of this Annual Report. A separate section on the salient
features, performance and financial position of each of
the subsidiaries is annexed as Annexure-I and forms an
integral part of this report. It includes their contribution
to the overall performance of the Company.

During the period under the report, as per
Section 129(3) of the Companies Act, 2013, read with
Rule 5 and Rule 8(1) of the Companies (Accounts)
Rules, 2014, the Subsidiaries audited annual financial
statements and related information, wherever applicable,
will be made available to shareholders upon request and
will also be available for inspection during regular business
hours at the registered office of the Company. The annual
financial statements audited shall also be available on the
website of the Company. The Company operates branch
offices in the Philippines, Belgium, Israel, and Malaysia
globally and Pune, Bengaluru, and a sales office cum
delivery centre in Mumbai.

During the period under report, the Company has closed
its competence centre located at Coimbatore, Tamil Nadu,
India, and consolidated the Coimbatore Centre with
Company’s MEPZ branch office located in Chennai, for
operational reasons. This will increase delivery efficiency
and administrative oversight.

10. Annual Return:

The Annual Return in Form MGT-7 for the financial year
ended March 31, 2026, as prescribed under Section 92(3)
and Section 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of Companies (Management and Administration)
Rules, 2014, as amended, is disclosed on the website of
the Companyhttps://investors.expleo.com/financialunder
AGM and Annual Report section.

11. Number of Meetings of the Board:

The Board met five times during the financial year
ended March 31, 2026. The said meetings were held on
May 22, 2025, June 27, 2025, August 14, 2025,
November 13, 2025, and February 3, 2026.

The Corporate Governance Report has details of these
meetings. The intervening gap between the meetings
was within the period prescribed under the Companies
Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.

12. Corporate Governance and Management
Discussion and Analysis Report:

A separate section on Corporate Governance, which is
part of the Board’s Report, and the certificate from the
Company’s Secretarial Auditors confirming compliance
with Corporate Governance norms as stipulated in the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, are included in the Annual
Report. The Company has taken adequate steps for strict
compliance with Corporate Governance guidelines as
amended from time to time. A separate Management

Discussion and Analysis Report is also attached and forms
a part of this report.

13. Business Responsibility and Sustainability Report:

A separate section on Business Responsibility and
Sustainability Report also forms a part of this report.

14. Declaration Given by Independent Directors:

All the Independent Directors of the Company have given
their declaration under Section 149(7) of the Companies
Act, 2013, confirming that they comply with the criteria
of independence as laid down in Section 149(6) of the
Companies Act, 2013, and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended, for being an Independent Director of
the Company.

15. Policy on Directors’ Appointment and
Remuneration:

The Company has a policy in place on Directors’
appointment and remuneration, including criteria for
determining qualification, positive attributes, independence
of a Director, and other matters as required under
Section 178(3) of the Companies Act, 2013, and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. There has been no change
in this policy since the last financial year. The Corporate
Governance Report covers the details disclosed on the
Company website:https://investors.expleo.com/wp-
content/documents/Policy-on-Remuneration-of-Directors-
KMPs-SMPs.pdf

The Company has the following investments in its wholly
owned subsidiaries as specified under Section 186 of the
Companies Act, 2013:

17. Particulars of Contracts or Arrangements with
Related Parties:

During 2025-26, all the contracts and arrangements
entered by the Company with related parties were on
arm’s-length basis and in the ordinary course of business.
None of the transactions with related parties exceeded
the materiality thresholds prescribed under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.
Accordingly, no transaction undertaken during the
year qualified as a Material Related Party Transaction
requiring shareholders’ approval under the applicable
provisions of the SEBI Listing Regulations. There were
no materially-significant Related Party Transactions
made by the Company with Directors, Key Management
Personnel, Senior Management personnel, or other
designated persons, which may have a potential conflict

with the Company's interests at large. All Related Party
Transactions were placed before the Audit Committee
and the Board of Directors for their prior approval.

For foreseen and repetitive transactions with the wholly
owned subsidiaries, a prior omnibus approval of the
Audit Committee is obtained annually. The transactions
entered pursuant to the omnibus approval so granted
are tracked and verified. A statement giving details
of all related party transactions is placed before the
Audit Committee and the Board of Directors for their
approval every quarter. The policy on Materiality of Related
Party Transactions, as approved by the Board of Directors,
is available on the Company’s website athttps://investors.
expleo.com/wp-content/documents/Policv-on-Materialitv-
of-Related-Partv-Transactions-l.pdf

None of the Directors, apart from receiving remuneration/
director’s sitting fees/commission, have any pecuniary
relationship(s) or transaction(s) vis-a-vis the Company.

The details of contracts or arrangements with related
parties entered during the year are annexed as
Annexure-II and form an integral part of this report.

18. Material Changes and Commitments, if Any,
Affecting the Financial Position of the Company:

No material changes or commitments affecting the
financial position of the Company have occurred
between the end of the financial year to which the
Company’s financial statements relate and the date of
the report.

19. Transfer to Investor Education and Protection
Fund (IEPF):

In accordance with the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(the Rules), all unpaid or unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India after the
completion of seven years. Further, according to the
Rules, the shares on which a dividend has not been paid
or claimed by the shareholders for seven consecutive
years or more shall also be transferred to the Demat
account of the IEPF Authority. During the financial year
2025-26, an amount of Rs. 3,91,780/-, which was lying
in the Final Dividend Account pertaining to the year
2017-18 of the Company was transferred to the IEPF
on completion of seven years. Pursuant to provisions
of Rule (6) of the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time
to time, wherein the seven-year period provided under
subsection (5) of Section 124 is completed for unpaid/
unclaimed dividends during 2025-26, the Company

had transferred 787 shares pertaining to Final Dividend
- 2017-18 to the credit of I EPF Authority, in respect of
shareholders who have not claimed their dividend for a
consecutive period of seven years. Members who have
so far not encashed their dividend warrant(s) or those
yet to claim their dividend amounts may write to the
Company Secretary & Compliance Officer/Company’s
Registrar and Share Transfer Agent (Cameo Corporate
Services Limited).

The details of shareholders whose shares were
transferred to the IEPF Authority are available on
https://investors.expleo.com/corporate-governance/ -
Transferred to IEPF.

20. Conservation of Energy, Research & Development,
Technology Absorption, Foreign Exchange
Earnings and Outgo:

(A) Conservation of Energy:

The Company has consistently supported and
implemented environment-friendly and sustainable
green solutions across its pan-India facilities.
Energy conservation remains a key focus area in
our operational strategy, supported by continuous
improvement initiatives and employee engagement.

Energy Conservation Initiatives:

To optimise energy usage and reduce environmental
impact, the following measures have been implemented:

• Utilisation of renewable energy sources, including
grid-powered wind energy at Chennai

• UPS management and optimisation, resulting in a
reduction of 29 tCO₂e at Pune

• Installation of digital timers, contributing to a
reduction of 2.5 tCO2e at Pune

• Improvement of power factor close to unity, achieving
a reduction of 53 tCO2e at Pune

• Deployment of USFF-based computers to reduce
power consumption and reduction of 25 tCO₂e
(all locations)

• Installation of energy-efficient LED lighting with
motion sensors, resulting in a reduction of 3.2 tCO2e
(all locations)

• Adoption of VRF-based air-conditioning systems
(all locations)

• Retrofitting of VFD panels for HVAC systems to
enhance energy efficiency (all locations)

• Regular AMC and planned preventive maintenance
(PPM) of critical equipment (all locations)

• Continuous monitoring of air-conditioning, lighting,
and electrical appliances during peak and non-peak
hours (all locations)

• Refurbishment and optimisation of critical equipment
to improve efficiency and achieve power savings
(all locations)

• Seat optimisation initiatives to enhance space
utilisation and reduce operational energy costs
(all locations)

• Overall power energy savings of 2%, equivalent to
34,240 kWh, resulting in a reduction of 27 tCO₂e
(FY 2024 vs FY 2025)

Carbon Footprint Reduction:

Total reductions of CO2e 139.7 tCO2e (FY 2025) across
India facilities.

Mission:

We continue to measure, monitor, and reduce carbon
emissions generated by our equipment and vehicle
operations. As part of our long-term sustainability roadmap,
we plan to transition to electric vehicles once the required
infrastructure and ecosystem are adequately established.
Our strategic focus remains on carbon footprint reduction
and progression towards organizational mission of
net-zero objective by 2040.

Capital Investment in Energy Conservation Equipment:

9.51% of total asset addition during the year 2025-26.

(B) Research & Development and Technology
Absorption:

Expleo.AI

Enterprises today struggle to meaningfully adopt Agentic
and Generative AI because of the probabilistic nature
of underlying foundational AI models. At Expleo, we
understand how unstructured and tacit knowledge
in an organisation needs to be brought together to
make AI models deliver maximum accuracy with
highest efficiency. Expleo brings processes, tools, and
infrastructure together to help enterprise customers
adopt AI rapidly and seamlessly in their landscape through
our platform - Expleo.AI.

Expleo.AI platform is built with features to reduce impacts
of probabilistic approach of AI systems and make it as
much accurate as deterministic systems by reducing
hallucinations by context engineering and model
infrastructure.

The platform is available on-prem or on hyperscaler cloud
platforms like Google, AWS and Azure.

The Expleo.AI platform has three sub platforms, each with
multiple components/modules to deploy.

1. Expleo Codeple: Software development life cycle agent
to plan, build, test, document, and ship software faster.

2. Expleo Sophia: Quality assurance (QA) agent
for test case management, automation testing,
performance testing, and post QA analysis agents
for faster QA cycles.

3. Expleo Quasar: Agentic AI platform to automate
business processes through connectors,
Retrieval-Augmented Generation (RAG), agents, and
agentic systems.

1. Expleo Codeple

Expleo Codeple is a next-generation SDLC efficiency
platform, that aims to make SDLC up to 90% autonomous,
limiting human input to requirements, architectural
decisions, and sequencing execution. Expleo Codeple
goes beyond completion tools to act as an intelligent,
context-aware engineering assistant. It transforms how
developers reverse engineer, design, write, debug, and
automate software directly with web based and plugins
for popular IDEs like Visual Studio Code and JetBrains.

Unlike traditional autocomplete tools, Expleo Codeple
functions as a full feature AI engineer, understanding
entire repositories and executing multi-step tasks based on
natural language instructions. Its open-source foundation,
flexible model support, and extensible architecture make
it a compelling choice for developers seeking to accelerate
delivery, enhance quality, and retain control over AI-driven
workflows.

Expleo Codeple delivers a unified AI-driven engineering
workflow with:

• Context-aware AI agents: Uses multiple modes
(e.g., Architect, Coder, Debug, Ask) to plan, generate,
fix, and explain code across large projects.

• Natural language to code: Generate production-ready
code from simple descriptions in English.

• Automation & task execution: Runs terminal
commands, automates repetitive tasks, and integrates
with workflows under developer control.

• Multi-model flexibility: Supports 400 LLMs
via OpenRouter or your own API keys, including major
models like GPT and Gemini.

• Deep codebase indexing: Understands and navigates
complex project structures without setup.

• Extensibility: Integrates custom tools and workflows
via a tool-marketplace ecosystem (e.g., MCP servers).

• IDE Independent Devxptai: Performs faster
code analysis, code reviews, unit test case &
better-quality document generation.

• Faster functional UI generation: Module Mirage can
take hand drawn or designer created UI screens
and convert them to functional UI code that can be
integrated with backend code straight away.

2. Expleo Sophia

Expleo Sophia’s vision is to eliminate dependency
on traditional, human-driven QA and QE models
by establishing a fully autonomous, agent-led quality
assurance ecosystem that orchestrates end-to-end quality
across the software delivery lifecycle. The goal is to build a
fully autonomous agentic QA platform for the future.

The platform aims to automatically generate test
cases, identify automation-ready scenarios, create
and maintain automation through AI agents, assemble
optimised regression packs that seamlessly run in CI/CD
pipelines, and perform intelligent root-cause analysis—
enabling continuous quality at enterprise scale with
minimal human intervention.

Expleo Sophia is already delivering measurable value with
production-ready capabilities:

• Requirements validation and improvement.

• AI-driven test case generation from requirements.

• Standalone test automation to accelerate automation
adoption.

• Standalone failure analysis to reduce defect triage
time and improve resolution efficiency.

• Performance test script generation.

• Autonomous agents that convert automation assets
built on proprietary enterprise tools into scalable,
open-source frameworks.

• AI agents that identify obsolete frameworks and
deprecated methods, refactor them, and upgrade
automation code to the latest supported libraries
and versions.

• Convert enterprise tool automation to open-source
frameworks and upgrade old frameworks with current
version.

• Predictive and prescriptive risk-based testing.

• Test case optimisation for regression testing based
on releases.

These capabilities establish Expleo Sophia as a mature,
deployable QA platform providing immediate productivity
and cost benefits.

3. Expleo Quasar

Expleo Quasar is an enterprise-grade agentic AI
platform designed to orchestrate autonomous,
goal-driven AI agents across complex business workflows.
It enables organisations to move beyond copilots toward
self-directed AI systems that plan, reason, act, and
learn-securely and at scale.

Quasar Capabilities:

• Agent orchestration framework: Design, deploy,
and manage multi-agent systems with role-based
collaboration and task decomposition.

• LLM & tool abstraction layer: Seamless integration with
multiple LLMs, enterprise tools, APIs, and data sources.

• Memory & context management: Persistent
short-term and long-term memory for stateful,
context-aware agents.

• Workflow automation: Event-driven and goal-based
execution with human-in-the-loop controls.

• Enterprise governance: Security, auditability,
access control, and observability built for regulated
environments.

• Scalable runtime: Cloud-native architecture
supporting horizontal scaling and high availability.

• Knowledge graph studio: Platform to generate and
consume knowledge graphs in RAG, agentic AI, and
conversational bots.

• Generative BI: Enables enterprises to build natural
language-based apps to analyse structured data
faster. This component first simplifies the creation
of the semantic model view of the structured data
that gives context to LLM and then converts users'
questions into SQL to generate visualisations.

4. Expleo Easy Connections:

Expleo Easy Connections is a connector platform that
pulls metadata for data & analytics assets from the
organisations data estate and brings it to data governance
platforms like Collibra. Our connectors offer extensive
metadata and details to copy, enhancing the value of
data governance platforms. These connectors are offered
as-a-service with Collibra implementation. We have also
developed connectors to Dataiku that capture the details
of the data analytics/AI/ML use cases in Dataiku and move
them to Collibra.

This platform can also extract the metadata related to
AI use cases from platforms like Databricks and Google
Vertex for AI governance. It can work with other data
warehouse and governance platforms like Google
Dataplex, Databricks, Snowflake, etc.

(C) Foreign Exchange Earnings and Outgo:

Foreign exchange earned during the year in terms of
actual inflows was Rs. 10,637.68 Mn (previous year -
Rs. 10,029.56 Mn), whereas foreign exchange outgo during
the year in terms of actual outflows was Rs. 4,140.35 Mn
(previous year - Rs. 4,430.62 Mn).

The current year's inflows and outflows are regarding
the movement of funds into and outside India in foreign
currency.

21. Risk Management:

Expleo is committed to effectively managing its
operational, financial, and other risks to achieve a
balance between acceptable levels of risk and reward.
Expleo has formulated an Enterprise Risk Management
Policy (ERM) in compliance with Regulations of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”) and provisions
of the Companies Act, 2013 (“the Act”), which requires
Expleo to lay down procedures about risk assessment
and risk minimisation.

The scope of ERM Policy covers risks across all levels of
the organisation considering the internal and external
context. Expleo's enterprise risk management includes:

• Adhering to a risk Management framework to:

a) I dentify and assess a broad array of internal
and external risks that could adversely impact
the achievement of organisational goals and
objectives.

b) Ensure appropriate ownership and accountability
of risks.

c) Develop and implement appropriate risk
mitigation and monitoring plans by risk owners
including systems and processes for internal
control of identified risks and business continuity
plans.

• Establishing a program structure that engages
functional leaders across the organisation to identify
and prioritise risks consistent with risk tolerance.

• Providing the senior leadership/Board with key
timely information to make risk-informed decisions.

• Providing reasonable assurance with respect to
organisation's ability to achieve its strategic and
business objectives.

The key categories of risks identified are:

• Strategic: Any risk that impacts the Expleo's strategy
and makes it less/ineffective; could be technology
changes, new competitors, change in customer
demand etc.

• Financial: Risks relating specifically to the money
flowing in and out of business and the possibility of
a sudden financial loss.

• Operational: Risks that could facilitate or hinder
the efficiency and effectiveness of core operations
within the organisation.

• Compliance: Risks relating to non-adherence of any
applicable legal requirements, statutory adherence,
certification requirements, customer requirements
etc.

• ISMS: Risk relating to IT security, cyber risks,
information security incidents, data protection &
business continuity planning (BCP).

• Reputational: Risk relating to the potential damage
to an organisation’s reputation, brand, or image,
resulting from actions, events, or decisions that
could negatively impact stakeholders’ perceptions
of the organisation.

Risk management in Expleo includes identification,
assessing, monitoring, and mitigating various risks
through a comprehensive process evolved over the years.

Expleo’s ERM comprises of policy, processes, structures,
and guidelines that assist in identifying, assessing,
monitoring, and managing its business risk, including
any material changes to its risk profile. To achieve this,
Expleo has clearly defined the responsibility and authority
of the Board of Directors, to oversee and manage the risk
management program, while conferring responsibility
and authority on senior management to develop and
maintain the risk management program considering the
day-to-day needs of Expleo.

Regular communication and the review of risk
management practice provide Expleo with important
checks and balances to ensure the efficacy of its risk
management program. Risk Management Committees
are established consisting of senior members of Expleo for
periodical monitoring and review of the various categories
of risks.

The risk assessment process is monitored and controlled
in different ways. This includes:

• Quarterly internal audits by an independent firm.

• Regular process compliance audits for ISO 9001,
AS9100 and ISO 27001 standards, including SOC
audits.

• Periodic audits of compliance with the other
regulatory frameworks.

• Monitoring and tracking of compliance of applicable
laws for Expleo - using a compliance tool which is
updated in real time with latest amendments.

• Annual capital and revenue budget planning
followed by monthly reviews.

• Annual sales planning with monthly/periodic
monitoring.

• Annual perspective and strategic planning exercise
with a yearly update.

• A conservative approach in planning funding
requirements.

Over the last few years, Expleo has developed
comprehensive internal financial control processes and
procedures that could effectively mitigate the overall
organisational risks.

22. Adequacy of Internal Financial Controls:

The Company has a proper and adequate internal
control system. This ensures that all transactions are
authorised, recorded, and reported correctly, and
assets are safeguarded and protected against loss from
unauthorised use or disposition. In addition, there are
operational controls and fraud risk controls, covering the
entire spectrum of internal financial controls.

An extensive programme of internal audits and
management reviews supplement the process of the
internal financial control framework. Properly documented
policies, guidelines, and procedures have been laid down
for this purpose. The internal financial control framework
has been designed to ensure that the financial and
other records are reliable for preparing financial and
other statements and maintaining asset accountability.
In addition, the Company has identified and documented
the risks and controls for each process that is linked to
financial operations and reporting.

The Company also has an Audit Committee, comprising
three Directors, who interact with statutory auditors,
internal auditors, and management to deal with matters
within its terms of reference. This Committee primarily
deals with issues of accounting, financial reporting, and
internal control. The framework for the internal financial
controls was made by:

• Defining controls, governance, and standards,
including policies and procedures, organisational
structures, and performance objectives.

• Establishing control designs including roles and
responsibilities, risk identification, and capacity to
deliver business objectives.

• Evolving controls including control systems and
improvements.

• Compliance and control monitoring through
internal resources or audit or a combination of both.

The internal audit team, along with the process team,
monitors and evaluates the efficacy and adequacy of
internal control systems in the Company, its compliance
with operating systems, accounting procedures,
and policies. Based on the internal audit report,
corrective actions, if any, are undertaken and controls
strengthened in the respective areas. Significant audit
observations and responses/corrective actions, if any,
are presented to the Audit Committee of the Board.
During the year, an internal financial control (IFC) audit
concerning financial statements was done by the
Statutory Auditors. Their report is annexed as part of the
Independent Auditor’s Report.

23. Corporate Social Responsibility:

Expleo’s corporate social responsibility (CSR) vision
exemplifies a profound commitment to tackling the
pressing social issues of our times. This vision is not just
a statement of intent but a reflection of the Company’s
core principles and values, which are deeply embedded
in its culture and operational ethos.

At the heart of Expleo’s CSR initiatives is education and
skill development in science and technology particularly
to the marginalised communities of our country.
This noble endeavour ensures that the benefits of
education reach the farthest corners of society, uplifting
those who are often left behind.

This sustained effort by Expleo is a shining example of
how a company can effectively integrate its business
objectives with societal needs. By doing so, Expleo
not only enhances its corporate image but also sets a
benchmark for others in the industry. The company’s
actions speak louder than words, showcasing a clear
trajectory towards a more equitable and sustainable
future. It is through such dedicated CSR initiatives that
companies like Expleo can leave a lasting impact on
society, paving the way for a legacy that transcends the
bottom line.

Expleo’s CSR policy has been amended on July 23, 2025.
The salient features of the CSR Policy together with the
modifications effected therein, are detailed below:

• Strategic alignment introduced: The CSR policy is
clearly aligned with the Company’s engineering &
technology business.

• Refined CSR focus areas: Focused approach toward
education and skill development.

• Shift in beneficiary definition: Broadened to
marginalised communities making it more inclusive
with a wider scope.

The Annual Report on CSR Activities for the financial
year ended March 31, 2026, pursuant to Section 135 of

the Companies Act, 2013 is annexed as Annexure-III and
forms an integral part of this report.

Key highlights of the CSR activities undertaken by
the Company:

a) Agastya - Education for the underprivileged

Over the years, Expleo has continued its commitment to
STEM education by supporting Agastya (Science centre
and mobile science lab) in two schools in Chennai, one
school in Mumbai and one school in Bengaluru. Along with
these two projects, Expleo also supported an Astronomy
centre project this year.

• Mobile science lab: The programme objective is to
help to catalyse local schools and educators and
improve the quality of education for rural/municipal
children and teachers.

• Integrated science lab: The Company has sponsored
an integrated science lab toLab” project, which will
provide students exposure to making and design
thinking, resulting in students building innovative
projects for themselves, their schools and their
communities as well as Science concepts from their
syllabus.

• Astronomy centre: Expleo also funded an Astronomy
centre at the Agastya campus in Kuppam, Andhra
Pradesh in March. The Astronomy observatory is
equipped with a 4-meter dome and advanced
telescopes, providing rural students and teachers
with opportunities to explore stars, planets, and
distant galaxies through hands on learning.

b) Maharshi Karve Stree Shikshan Samstha -
Development of a Computer Lab & Tinkering lab
for Vision English Medium School, Pune

Expleo has been supporting Maharshi Karve Stree
Shikshan Samstha for the past 4-5 years as a part of its
CSR initiatives. This year, we have chosen to focus on
science and technology-driven programs, and accordingly,
we have extended our support to the Computer and
Tinkering (STEAM) Lab initiative at their Vision English
Medium School (Secondary Section). This initiative aims

e) SWADHA Foundation

Expleo has partnered with Swadha Foundation, a 12-year-
old NGO based out of Bangalore, to sponsor 40 students
from Tumkur in Karnataka. The NGO enables rural
students of class eleven to continue their education up
to degree-level and improve employability through skill
development.

24. Composition and Recommendation of the
Audit Committee:

The Audit Committee of the Company has been constituted
in line with Section 177 of the Companies Act, 2013, read
with Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The members
of the Audit Committee as on March 31, 2026, are:

1) Mr. Narayanan Subramaniam, Chairperson

2) Dr. Varadharajan Sridhar, Member

3) Dr. Srivardhini Keshavamurthy Jha, Member

During the year, the Board accepted all recommendations
of the Audit Committee.

25. Vigil Mechanism:

The Company has formulated and adopted a vigil
mechanism for employees to report genuinely unethical
and improper practices or any other wrongful conduct
to the Audit Committee Chairperson. The policy provides
opportunities for employees to access the Audit
Committee in good faith if they observe unethical and
improper practices. The Whistle Blower Policy of the
Company is available on this link:https://investors.expleo.
com/wp-content/documents/Whistle-Blower-and-
reports-management-policy.pdf

26. Directors' Responsibility Statement as Required
under Section 134(5) of the Companies Act, 2013:

Under Section 134(5) of the Companies Act, 2013, the
Directors confirm that:

a) For the preparation of the annual financial
statements, the applicable accounting
standards were followed, accompanied by
a proper explanation relating to material
departures.

b) Accounting policies were selected and applied
consistently; fair judgement was used, and
prudent estimates were made to give an
accurate view of the Company’s state of affairs
at the end of the financial year, and its profit and
loss for that period.

c) Proper and sufficient care was taken to maintain
adequate accounting records as per provisions

of this Act to safeguard the Company’s assets to
prevent and detect fraud and other irregularities.

d) Annual financial statements were prepared on a
going concern basis.

e) The Company laid down internal financial
controls and that such controls were adequate
and operating effectively.

f) Proper systems were devised to ensure
compliance with all applicable laws and
such systems were adequate and operating
effectively.

27. Board Evaluation:

Under the provisions of the Companies Act, 2013, and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Board of Directors
of the Company, evaluated its performance, that of
its committees and Individual Directors, including
Independent Directors. No Director participated in his/
her evaluation. The Independent Directors reviewed the
Non-Independent Directors, Chairperson, and the Board
at a separate meeting of Independent Directors held on
March 10, 2026. The Board of Directors was evaluated
on various criteria, including attendance, participation
in Board meetings, involvement by providing advice,
guidance, suggestions on the business front, and
the willingness and commitment to devote the time
necessary to fulfil their duties.

The Independent Directors were also evaluated based
on the performance, professional conduct, roles, and
duties as specified in Schedule IV of the Companies Act,
2013, and based on the fulfilment of the Independent
Director criteria as specified in Regulation 17 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board evaluation was based on
composition and statutory compliance, understanding
business risks, adherence to process and procedures,
overseeing management procedures for enforcing code
of conduct, and ensuring various policies, including
the Whistle Blower Policy, were in force. The Board of
Directors is of the opinion that Independent Directors
possess integrity, expertise, and experience, including
proficiency.

28. Criteria for Making Payment to Non-Executive

Directors:

The Nomination and Remuneration Committee
and the Board of Directors considered the following
criteria while deciding on the payments to be made to
Non-Executive Directors:

• Company performance

• Maintaining independence and adhering to
corporate governance laws

• Contributions during meetings and guidance to
the Board on important Company policy matters

• Active participation in strategic decision-making
and informal interaction with the management

29. Familiarisation Programme:

The Company has a familiarisation programme for
Independent Directors under Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. It aims to provide
Independent Directors with Company insight to enable
understanding of the business in depth and contribute
significantly to the Company. Overview and details
of the programme for Independent Directors have
been updated onhttps://investors.expleo.com/wp-
content/documents/Policy-for-Determining-Material-
Subsidiaries-l.pdf

30. Policy for Determining Material Subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended, a policy for determining material
subsidiaries was formulated. The same is updated
on the Company’s website athttps://investors.expleo.
com/wp-content/documents/Policy-for-Determining-
Material-Subsidiaries-1.pdf and is dealt with elsewhere in
the Annual Report.

31. Particulars of Employees:

The Company is required to give disclosures relating
to remuneration under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
which is annexed as Annexure-IV and forms an integral
part of this report.

The statement containing top 10 employees on roll and
particulars of employees employed throughout the year
whose remuneration is more than Rs. 102 lakhs or more
per annum and employees employed part-time and
in receipt of remuneration of Rs. 8.5 lakhs or more per
month as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, forms an integral part of this
report.

However, the same is not being sent along with this
Annual Report to the members of the Company in line
with the provision of Section 136 of the Act. Members
interested in obtaining these particulars may write to
the Company Secretary at the Registered Office of the
Company. The aforesaid annexure is also available for

inspection by the Members at the Registered Office of
the Company, 21 days before and up to the date of the
ensuing AGM during business hours on working days.

32. Directors and Key Management Personnel:

Pursuant to the provisions of Section 152(6) Act of
Companies Act, 2023 and the Company’s Articles
of Association, Mr. Phani Tangirala (DIN: 01871595),
retires by rotation and being eligible, offers himself for
re-appointment. A resolution seeking shareholder
approval for his reappointment forms part of the Notice
of Annual General Meeting.

During the financial year, Mr. Rajesh Krishnamurthy
(DIN: 08288884), Non-Executive Director, has resigned
from the Board of the Company with effect from the close
of business hours from January 12, 2026. The Board placed
on record its sincere appreciation for the contribution
made by him to the Company during his entire tenure
with the Company.

During the period under review, the Company has following
Key Managerial Personnel and Senior Management
Personnel:

(i) Mr. Unnikrishnan Anilkumar, Chief Operating Officer

(ii) Mr. Saket Newaskar, Director - Head of Transformation
and Capabilities*

(iii) Ms. Hema Lakshminarayanan, Director - Sales
Enablement

(iv) Mr. Karthikeyan V Shanmuhaiah, Director - Sales,
APAC

(v) Mr. Rizwan Shaikhmohammed, Director - Sales, USA

(vi) Mr. Sharookhussain Crawther, Director - Sales, Middle
East

(vii) Mr. Manjunathan Chinnanagounder, Senior Director
- Human Resources (Only Senior Management
Personnel)

During the period under review, Mr. Prasad Govind Satkar
- Senior Director and Senior Management Personnel
(SMP), retired from the Company and ceased to be a
Senior Management Personnel with effect from the close
of business hours of July 31, 2025.

*Mr. Saket Newaskar, Director - Head of Transformation
and Capabilities has resigned and ceased to be Key
Managerial Personnel and Senior Management Personnel
of the Company with effect from July 03, 2026.

33. Public Deposits:

The Company has not accepted or renewed any public
deposits and, as such, no amount of principal or interest
was outstanding on the balance sheet as of date.

34. Statutory Auditors:

M/s. Deloitte Haskins & Sells, Chartered Accountants,
are the Statutory Auditors of the Company. They were
appointed in the 26^th Annual General Meeting and will hold
office till the conclusion of 31^st Annual General Meeting
of the Company.

The report issued by the Auditors to the members for the
financial year ended March 31, 2026, does not contain any
qualification, reservation or adverse remark, or disclaimer.
Auditors reported no fraud under sub-section (12) of
Section 143.

35. Maintenance of Cost Records:

The maintenance of cost records as specified by the
Central Government under Sub-Section (1) of Section 148 of
the Companies Act, 2013, does not apply to the Company.

36. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company appointed
M/s. Alagar & Associates LLP, formerly known as M. Alagar &
Associates (practicing Company Secretaries, COP No. 8196)
as the Secretarial Auditor of the Company at the Annual
General Meeting held on August 21, 2025 with effect from
April 1, 2025, for a period of five years. The Secretarial
Audit Report issued by M/s. Alagar & Associates LLP,
formerly known as M. Alagar & Associates, is annexed and
forms a part of this report in Annexure-V. The Secretarial
Audit Report does not contain any reservation or adverse
remark for the year under review. Further, the Company
complies with the mandatory Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI)
and notified by the Ministry of Corporate Affairs (MCA).

37. Significant and Material Orders Passed by the
Regulators, Courts, or Tribunals:

There are no significant and material orders passed by
the regulators or courts or tribunals that may impact
on the Company as a going concern and/or Company’s
operations.

38. Human Potential:

At Expleo, our people continue to remain at the core of our
growth strategy, and we are committed to building a high-
performing, inclusive, and future-ready workforce. Over
the past year, we have further strengthened our Human
Potential framework by focusing on capability building,
leadership development, and creating meaningful
employee experiences across the organisation. Our
structured talent initiatives—including High Potential
identification, succession planning, and targeted
development programs—have enabled us to nurture

critical talent and build a strong leadership pipeline
aligned with business priorities.

We have also continued to invest in enhancing employee
engagement and organisational culture through focused
interventions such as continuous listening mechanisms,
leadership connect platforms, and recognition programs.
These efforts have helped us drive a culture of ownership,
collaboration, and performance excellence across teams,
while ensuring that employees feel valued, heard, and
empowered in their roles.

Incredible Workplaces (IWP):

In 2025, as part of our ongoing commitment to
strengthening our workplace practices, we transitioned
from the Great Place to Work (GPTW) to the Incredible
Workplaces (IWP) assessment framework. This shift
reflects our intent to adopt a more evolved and
comprehensive approach to understanding employee
experience and organisational effectiveness.

The IWP assessment has provided us with deeper
insights into employee perspectives on our culture,
leadership, ways of working, and overall organisational
direction. These insights have enabled us to identify
key strengths while also highlighting opportunities for
improvement, helping us take focused and meaningful
actions.

Overall, we remain committed to building a workplace
that fosters trust, collaboration, and innovation, where
our people are empowered to grow, contribute, and
deliver their best. We will continue to strengthen our
people’s practices and create meaningful employee
experiences that enhance engagement and drive
sustained value for the organisation.

Key highlights of 2025 IWP survey results:

• 2022, 2023 and 2024 are the Great Place to Work
survey scores

• Incredible Workplaces score for 2025 is 78%
( 6% from 2024) with 95% participation rate
( 2% from 2024)

• 86% of employees have a clear understanding of
organisation’s mission and vision

• 85% of employees believe that our organisation’s core
values are communicated clearly and consistently

• 83% of employees feel supported by their colleagues
in their day-to-day work.

• Expleo India is certified as an Incredible Workplace™
for Dec 2025 - Nov 2026

Strategic Learning & Leadership Development (L&LD)
at Expleo

At Expleo, Learning & Leadership Development
(L&LD) plays a vital strategic role in aligning workforce
capabilities with the organisation’s long-term vision
and business goals. Through focused L&LD initiatives,
we empower employees to adapt, grow, and excel in a
dynamic business environment.

Our primary responsibilities are to develop workforce
capabilities, skills, and competencies the organisation
needs to align with key business priorities.

The Strategic (L&LD) role spans across the following
key areas:

Talent Attraction & Retention:

Developing workforce capabilities aligned with business
priorities by offering career paths and professional
development opportunities.

Developing People Capabilities:

Focused on future leaders through structured leadership
development programs at various levels.

Motivating & Engaging Employees:

Conducting initiatives to foster motivation, engagement,
and recognition of learning accomplishments.

Driving Culture of Continuous Learning:

Promoting a learning mindset through upskilling and
reskilling initiatives supported by platforms such as
Coursera, Udemy, LinkedIn Learning, etc.

Employer Brand Creation:

Enhancing Expleo’s brand as an employer of choice by
investing in employee development, reinforcing values
and building workplace behavior.

Mandatory Trainings:

Ensuring all employees meet compliance through global
onboarding and mandatory training programs such as
Information Security, Anti-Bribery & Anti-Corruption,
and Data Protection. We also cover POSH and QMS.

All L&D initiatives, programs, and interventions are
closely aligned with the strategic spans outlined
above. These initiatives are purposefully designed to
support Expleo’s vision, business goals, and long-term
sustainability through a competent and future-ready
workforce.

Strategic Pillars of L&LD

Our L&LD strategy is built around five core focus areas:

1. Talent Attraction & Retention

2. Developing People Capabilities

3. Motivating and Engaging Employees

4. Driving Culture of Continuous Learning

5. Employer Brand Creation

1. Talent Attraction & Retention

We are committed to investing in our employees’
professional development and providing them with
structured career growth paths. This helps them stay
agile and competitive amid evolving job roles and
project needs.

Key Initiatives:

• Graduate Training Program (HTD - Hire, Train,
Deploy)

• Certification Reimbursement Policy

• Individual Development Plan (IDP)

• Trainer Incentive Program (TIP)

• Self-Learning Enablement

• Expert Connect Sessions

• Role-Based Learning Journeys

• Training Retention Agreement (HIPOTS)

2. Developing People Capabilities

To develop future leaders, we offer leadership programs
tailored to different career stages and management
levels.

Leadership Development Programs:

• First Time Manager (FTM)

• Leadership Enhancement Action Program (LEAP)

• Leadership Excellence Program (LEP) by Dale
Carnegie

• Accelerated Leadership Program (ALP) with IIM
Indore

• Executive Coaching Program

3. Motivating and Engaging Employees

We strive to create an environment that encourages
continuous learning and celebrates achievement.

Engagement & Recognition Initiatives:

• NJOP (New Joiner Orientation Program)

• Technical & Domain Upskilling

• Training for On-site Employees

• TGIF (Thank God It’s Friday)

• Reader’s Loft

• Management Development Program

• Digital Badges for Learning & Certification

4. Driving a Culture of Continuous Learning

Expleo promotes lifelong learning through
curated resources, hands-on labs, and expert-led
knowledge-sharing.

Key Programs:

• AI360

• Access to Coursera, Udemy, and LinkedIn Learning

• Remote-access Technology Lab for hands-on
learning

• Expert Connect Sessions

• Knowledge Sharing Sessions

• Learning Assessment Platforms (e.g., IKM)

5. Employer Brand Creation

Our continuous learning ecosystem positions Expleo
as an employer of choice. We cultivate an environment
that fosters capability development, cultural alignment,
and long-term career success.

Brand-enhancing Programs:

• Diversity & Inclusion (D&I) Initiatives

• Leadership Development Programs

• Digital Badges for Social Recognition of Learning
Mandatory Training Framework

Expleo upholds the highest standards of compliance
and ethics through a well-defined mandatory training
ecosystem.

Framework Highlights:

• Global Onboarding Program for all new hires

• Annual mandatory modules on:

° Information Security

° Data Protection

° Anti-Bribery & Anti-Corruption

° Competition Law

° POSH (Prevention of Sexual Harassment)

° QMS (Quality Management System)

2025-26 Completion Rate: 99%

Key Initiatives (2025-2026)

• PRISM:

° Successfully designed and delivered as an
in-house flagship program for support functions,
ensuring holistic capability development beyond
technical teams, ensuring strong ownership and
contextual relevance.

° Achieved high participant satisfaction with
feedback scores of 4.82 (facilitator) and
4.81 (program).

° Scaled impact by training 200 employees,
strengthening core capability building across
support functions.

• LEAP (Leadership Excellence Program):

° End-to-end internal design and facilitation
enabled a cost-effective and scalable leadership
development model.

° Consistently high feedback scores of 4.73
(facilitator and program) reflect strong program
effectiveness.

° Developed 114 emerging leaders, building a
robust pipeline for future leadership roles.

• Succession Planning:

° Successfully completed all stages as per plan,
ensuring leadership continuity across critical
roles.

° Established a structured and transparent
succession framework aligned with business
goals.

° Strengthened organisational resilience by
identifying and preparing high-potential talent.

• AI360 - Expleo AI Literacy Program:

° Established foundational AI literacy across the
organisation, driving awareness and adoption of
AI tools.

° Enabled employees to understand and apply AI
concepts in real-world business scenarios.

° Positioned L&LD as a key enabler of digital
transformation.

Women Development Program:

° Achieved strong engagement with 263
registrations, reflecting high demand and
relevance.

° Created a structured platform for career growth,
networking, and leadership readiness for
women employees.

° Reinforced the organisation’s commitment to
diversity, equity, and inclusion.

Inclusive Coaching:

° Empowered 20 women employees through
focused coaching interventions to enhance
leadership and personal effectiveness.

° Promoted an inclusive culture by investing in
targeted development initiatives.

° Strengthened confidence, decision-making,
and career progression for participants.

Project Management Excellence Program (PMEP):

° Institutionalised project management best
practices to improve delivery quality and
efficiency.

° Strengthened capabilities in planning,
execution, and stakeholder management across
teams.

° Contributed to improved project outcomes and
client satisfaction.

L&D Power BI Dashboard:

° Automated L&D reporting through Power BI,
enabling real-time visibility into learning metrics.

° Improved decision-making with data-driven
insights on training effectiveness and coverage.

° Reduced manual effort and enhanced reporting
accuracy.

Gamified Assessment Tool - GENIE:

° Introduced gamification in AI360 assessments to
enhance learner engagement and participation.

° Enabled interactive and scalable evaluation of
skills across programs.

° Improved learning retention and assessment
effectiveness through innovative design.

Technical Skills
Focus areas include:

• AI/ML, Cloud (AWS, Azure, Google), Cybersecurity

• Industry 4.0, IIOT, Digital Twin, Smart
Manufacturing

• Programming (Java, Python), Data Analytics,
Automation

Domain Expertise

Training in platforms such as:

• Guidewire, FinAstra, Finacle

• Banking, Payments, Treasury, Insurance

• Airbus ME3s, TSYS, Motor domain
Testing & Tools

• Certified AI Tester (CTAI), ETL, Automation &
Agile Testing

• Tools: Selenium, BDA Cucumber, Dynatrace,
Playwright, TOSCA, Jira, SA Lean PLM

Process & Methodologies

• Agile / Scrum, SAFe, Kanban

• Project & Program Management (PMP, MSP)
Learning Metrics (2025-26)

Knowledge-Sharing Highlights

⁰Expert connect sessions: Successfully published
20 sessions attended by over 500 participants.
These sessions facilitated direct access to
subject matter experts, fostering knowledge
exchange and professional development across
the organisation.

0Knowledge sharing sessions: Conducted over
25 sessions reaching out to a broad audience
of 1000 employees. These sessions served as
valuable platforms for sharing insights, best
practices, and expertise, enriching the collective
knowledge base and promoting collaboration
and learning among peers.

Conclusion

These achievements collectively demonstrate the
organisation’s dedication to fostering a culture of
continuous learning, skill development, and growth
for its employees, ultimately contributing to enhanced
performance and success.

39. Quality, Technology, and Systems:

Engineering, Technology, and Consulting:

Expleo has established a Compliance Framework that
follows a phased approach. It starts with establishing
legal, contractual and security requirements to be
complied with, internal communication and creating
awareness on these requirements, integration of
requirements with existing quality, security and process
framework for ongoing compliance, monitoring and
audit for ensuring compliance, periodic assessment
of the maturing level of compliance processes and
reporting and improvement of QMS and ISMS. The
compliance framework is independently assessed and
certified by external certification bodies on an annual
basis. Independent assessments are done as part of
ISO 9001, ISO 27001, AS 9100, ISO 17025, TISAX, PCI DSS
and SSAE 18/ISAE3402 certifications.

ISO 9001:2015 (Quality Management System)

All the offshore centres of Expleo are certified for Quality
Management System (ISO 9001:2015).

Expleo has adopted a quality management system to
improve its overall performance and provide a sound
basis for sustainable development activities. Expleo
promotes adopting a process approach when developing,
implementing, and improving the effectiveness of a
quality management system to enhance customer
satisfaction by meeting customer requirements.
This enables Expleo to plan its processes and their
interactions. This also enables the Expleo to ensure that
its processes are adequately resourced and managed
and opportunities for improvement are determined
and acted on. Expleo has also implemented risk-based
thinking which enables us to determine the factors that
could cause the processes and its quality management
system to deviate from the planned results, put in place
preventive controls to minimise negative impacts, and
to make maximum use of opportunities as they arise.
The process approach involves the systematic definition
and management of processes and their interactions
to achieve the intended results by following the top
management’s quality policy and strategic direction.
The Company adopts various forms of improvement and

corrective actions and continual improvements, such as
breakthrough change, innovation, and reorganisation.

ISO 27001:2022 (Information Security Management
System)

All offshore centres of Expleo are certified for Information
Security Management System (ISO 27001: 2022).

Expleo achieves information security by implementing
a suitable set of controls, including policies, processes,
procedures, organisational structures, and software
and hardware functions. These controls are established,
implemented, monitored, reviewed, and improved to
meet the organisation’s specific security and business
objectives.

Expleo has adopted ISO 27001, an international
standard for establishing, implementing, maintaining,
and continually improving an information security
management system. The adoption of an information
security management system is a strategic decision for
an organisation. Its establishment and implementation
are influenced by the organisation’s needs and
objectives, security requirements, processes used,
and the size and structure. The information security
management system helps Expleo identify and address
the threats and opportunities around its information
and related assets. This helps protect Expleo from
security breaches and shields the Company from any
disruptions when they happen.

Expleo’s information security management system
preserves the confidentiality, integrity, and availability of
information by applying a risk management process and
gives confidence to interested parties. The information
security management system helps Expleo’s business
in many ways—safeguarding its information assets,
demonstrating to external stakeholders how secure
its’ information is, staying ahead of new information
security risks and opportunities, and thereby supporting
the Company’s development and growth.

The information security management system is
integrated with the organisation’s processes and overall
management structure, and information security is
considered in the design of processes, information
systems, and controls.

Statement on Standards for Attestation Engagements
(SSAE 18) / The International Standard on Assurance
Engagements (ISAE 3402):

The offshore testing and development centres of
Expleo at Chennai & Pune are compliant with ISAE 3402
and SSAE 18. SSAE 18/ ISAE 3402 is an independent
assessment report that provides confidence in control
procedures, adequacy and reasonable assurance in

Expleo’s service delivery, information security, and data
privacy-related controls. SSAE 18 is more relevant for
the US market, while ISAE 3402 is relevant for the rest
of the world. Outsourcing companies (Expleo clients)
are looking for third-party assurance to provide their
clients (Expleo) with comfort in their internal control
environment. Replacing SAS 70, ISAE 3402 /SSAE 18
standards remain the most widely employed approach
to demonstrate third-party assurance, providing
coverage to users of outsourced services.

This report has been prepared to provide information
on Expleo’s application testing & development services
and related general computer controls for the services
provided to clients. The assessment report illustrates the
positive effects of a properly functioning and articulated
control environment on an organisation’s senior
management and clients. Expleo has been assessed
for the past twelve years by one of the Big Four audit
firms. The Certified Public Accountant has attested
that the controls are not only suitably designed but also
effectively implemented over the assessment period of
one calendar year.

Payment Card Industry Data Security Standard
(PCI-DSS):

Data protection is critical for any Company in maintaining
its services to clients. Expleo, at its Chennai locations, is
also compliant with PCI-DSS, (worldwide data security
standard defined by the Payment Card Industry
Security Standards Council) since 2010 ensuring data
security and reducing the risk of data breaches. Expleo
adopted PCI-DSS to meet the customer requirements
specific to the cards domain. Expleo has designed and
implemented technical and operational controls to
protect cardholder data.

Expleo implemented a minimum set of requirements for
protecting cardholder data. It also deployed additional
controls and practices to mitigate risks further and
address local, regional, and sector laws and regulations.
These controls also address the legislation or regulatory
requirements to protect personally identifiable
information or other data elements.

Aerospace Quality Management System (AS9100 D)

Expleo Bengaluru holds the Aerospace Standard
AS9100D certification.

Expleo holds the prestigious AS9100 certification,
signifying its commitment to excellence in the
aerospace industry. AS9100 encompasses rigorous
quality management standards specifically tailored
for aviation, space, and defense products and services.
By adhering to AS9100 guidelines, the company
ensures safety, reliability, and operational efficiency.

This certification not only enhances its global
recognition but also fosters continual improvement,
making it a preferred partner for aerospace clients and
suppliers worldwide.

Expleo has robust quality management systems
in place with AS9100 certification. Many aerospace
manufacturers and suppliers prefer working
with certified partners, making AS9100 crucial.
This certification is recognised worldwide and opens
doors to large Original Equipment Manufacturers
(OEMs). It provides a framework for continual
improvement, enhancing overall efficiency.

It is essential for any aerospace-related company aiming
to improve quality, cost, and delivery performance while
adhering to industry-specific requirements.

Trusted Information Security Assessment Exchange
(TISAX) Certification

Expleo's automotive business unit at Bangalore and
Pune locations is TISAX certified.

TISAX is a specialised information security standard
designed specifically for the automotive industry.
It ensures that sensitive data remains secure throughout
the production process. Expleo's TISAX certification
validates its information security system, ensures
compliance with security requirements, and fosters trust
within the automotive industry. TISAX compliance gains
a competitive edge, as it demonstrates commitment to
data security and reliability to potential customers.

Expleo achieves information security by implementing
a suitable set of controls, including policies, processes,
procedures, organisational structures, and software
and hardware functions. These controls are established,
implemented, monitored, reviewed, and improved to
meet the organisation's specific security and business
objectives.

Expleo is CERT-In Empaneled Information Security
Auditing organization.

Compliance with Data Protection Laws:

Data protection is a significant concern for organisations
worldwide. The focus is on secure handling to ensure
the protection of customer data as well as corporate
data. The importance of privacy and data protection is
increasingly recognised as social and economic activities
transition online. When it comes to data protection,
different countries have enacted different sets of laws.
As technological advances have improved data
collection and surveillance capabilities, governments
around the world have started passing laws regulating
what kind of data can be collected about users, how
that data can be used, and how data should be stored
and protected.

The European Union (EU) views privacy of personal
information as a fundamental right. With the introduction
of General Data Protection Regulation (GDPR) in 2018,
the EU has given its people more control over their
personal data. The USA has sector specific laws on the
privacy of customer data such as health and financial
information. The APAC and Middle East countries have
also specific laws governing data protection. India has
also rolled out a draft Digital Personal Data Protection
Act (DPDP) act.

With its global reach and client base, Expleo is
expected to adhere to various such data privacy
compliance requirements. Expleo has designed and
implemented a data protection framework to protect
the personal information provided by its customers
from engagement until the closure of services.
This data protection framework is integrated with the
information security framework in terms of securing
the information provided by clients. As part of the
data protection framework, Expleo ensures that the
contractual obligations concerning data protection
are adhered to through technical and organisational
measures. Expleo also analyses the internal and external
environment changes, including the contractual
customer requirements on privacy and the various alerts
(privacy incidents) to draw inputs for annually updating
the privacy policy. Expleo has not only implemented
technical and organisational measures to protect data
but also implemented processes for regular monitoring
to protect itself from data breaches.

Certification of Compliance on ISO /IEC 17025:2017

The software testing laboratory unit of Expleo
at its Pune location is ISO 17025 certified. It is
the international standard for testing and calibration
laboratories. It sets out requirements for competence,
impartiality, and consistent operation of laboratories,
ensuring the accuracy and reliability of their testing
and calibration results. Expleo has designed and
implemented a set of processes towards the testing
and calibration laboratory to provide its customers with
confidence in its technical competence.

Compliance with Business Continuity and Disaster
Recovery Planning:

Expleo has implemented a robust business continuity
management (BCM) and disaster recovery (DR)
procedure by design in line with ISO 22301. It has also
implemented a detailed framework covering critical
customer connectivity, hardware, software, operating
system, database, storage integration, data backup &
recovery, security hardening, and network along with
project data and other critical data.

Business Continuity Plan & Disaster Recovery
(Expleo Specific)

Expleo activities relating to BCP & DR Business
Continuity and Disaster Recovery form an integral
part of the service delivery to its customers. Expleo
has defined a client specific BCP & DR plan based on
client requirements. This plan is communicated to the
client based on their client requirements and includes
the steps required to ensure that the critical business
operations and services provided by Expleo to the client
can be sustained in the event of a disaster resulting
in the unavailability or inaccessibility of key facilities,
resources, or personnel supporting service delivery.

Business Continuity Plan & Disaster Recovery
(Client Specific)

Expleo activities relating to BCP & DR form an integral
part of the service delivery to its customers. Expleo has
defined a client specific BCP & DR plan based on client
requirements. This plan is communicated to the client
based on their requirements and includes the steps
required to ensure that the critical business operations
and services provided by Expleo to the client can be
sustained in the event of a disaster resulting in the
unavailability or inaccessibility of key facilities, resources,
or personnel supporting service delivery.

The objective of the business continuity and disaster
recovery plan adopted by Expleo is to determine the
continuity of business in case of a disaster resulting
in unplanned service interruptions at ODCs located
in Expleo facilities at Chennai, Coimbatore, Pune, &
Bangalore.

Digital Operational Resilience Act (DORA) compliance

Expleo is compliant with the Digital Operational
Resilience Act (DORA), a European Union regulation that
aims to strengthen the financial sector's resilience to
ICT-related incidents by establishing a comprehensive
framework for risk management, incident reporting,
and third-party service provider oversight.

Integrating AI: Navigating the Next Wave of Business
Transformation

Expleo enhances clients' AI initiatives by integrating
multiple LLM models for superior performance and
using advanced accelerators to expedite use cases.
Our cutting-edge tools boost data science and ML
development while ensuring secure, enterprise-ready
operations. We offer comprehensive AI-centric solutions
through consulting, industry expertise, technology, and
quality assurance, focusing on productivity, efficiency,
quality improvement, new product and service

development, and modernising existing products with
AI integrations.

Our Expleo AI service offerings include business
technology consulting for AI, AI capability development,
AI development, integration and maintenance,
accelerated AI adoption, and AI-driven project delivery.

40. Disclosure under Section 22 of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 for Financial
Year 2025-2026:

Expleo, in alignment with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, has diligently carried out its
responsibilities under the POSH framework during the
financial year 2025-26.

Expleo has a comprehensive policy on the prevention
of sexual harassment in the workplace and remains
committed to providing a safe, secure, and inclusive
working environment for all employees. During the year
under review, Expleo continued to implement preventive
and awareness measures, including conducting POSH
training sessions for employees to ensure awareness of
workplace conduct standards, reporting mechanisms,
and the consequences of misconduct.

Training sessions were also conducted for the members
of the Internal Complaints Committee (ICC), including
periodic refresher programs, to ensure that they are
well-equipped to address complaints effectively,
fairly, and in compliance with statutory requirements.
Expleo continues to maintain compliance with applicable
regulatory requirements, including registration on the
She-Box portal.

Details of complaints under the POSH Act during the
financial year 2025-26 are as follows:

Number of quarterly Internal Committee (IC) meets
during the year: 04

Number of IC trainings during the year: 01
Number of complaints received during the year: Nil
Number of complaints disposed of during the year: Nil
Number of cases pending for more than ninety days: Nil

Number of workshops/awareness programs conducted
during the year: 15 awareness sessions New Joiner
Orientation Program (NJOP) sessions by IC member
and existing employees training by external member.

Nature of action taken by the employer or external
member: Conducted POSH awareness survey in
June, 2025.

Expleo remains steadfast in its commitment to
implementing a culture of dignity, respect, and
equality, and continues to strengthen its processes and
awareness initiatives to prevent any form of harassment
at the workplace.

41. Disclosure on Compliance Relating to the
Maternity Benefits Act, 1961 for Financial Year
2025-2026:

Expleo has complied with the provisions of the Maternity
Benefit Act, 1961, and the rules made thereunder,
including all applicable amendments.

Expleo extends maternity benefits to all eligible women
employees in accordance with the Act, including
maternity leave and related benefits, and ensures
protection of employment during the maternity period.

The Company has appropriate policies and systems
in place for the effective implementation and
administration of maternity benefits, including
provisions relating to nursing breaks/work-from-
home options where applicable, and other statutory
entitlements.

The Company maintains the requisite registers and
records as prescribed under the Act and ensures
adherence to all reporting, disclosure, and compliance
requirements.

42. Listing Fees:

The Company confirms that it has paid the annual listing
fees for the financial year 2025-26 to both National Stock
Exchange of India Limited and BSE Limited.

43. Acknowledgments:

The Company thanks its customers, bankers, and
service providers for their continued support during the
year. The Company places on record its appreciation
for the contribution made by its employees at all levels.
Its success was made possible by their hard work, loyalty,
cooperation, and support.

The Company thanks the Government of India,
particularly the Ministry of Communication and
Information Technology, the Ministry of Commerce, the
Ministry of Finance, the Ministry of Corporate Affairs,
the Customs and Excise departments, the Income
Tax Department, the Reserve Bank of India, the State
Governments, Madras Export Processing Zone (MEPZ)
and other government agencies for their support and
looks forward to their continued support in the future.
The Company also thanks the Governments of the
countries where it has operations. The Directors wish to
record their appreciation of business constituents like
SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued
support for the Company’s growth. The Directors also
thank investors for their continued faith in the Company.

For and on behalf of the Board of Directors of
Expleo Solutions Limited

Ralph Gillessen

Chairperson and Non-Executive Director
DIN : 05184138

Place: Cologne, Germany
Date : July 28, 2026