Xchanging Solutions Ltd

Dear Shareholders,

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.

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:

(Rs. in Lakhs)

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.

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.

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.

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

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.

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.

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.

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.

The Shareholders of the Company in the 20^th AGM of the Company held on September 27, 2021 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 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.

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.

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.

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.

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

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.

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.

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.

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 ^L. 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.

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

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 xchangingcompliance@dxc.com 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.

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 NonExecutive 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 NonIndependent 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 NonExecutive 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.