Xchanging Solutions Ltd

Dear Shareholders,

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

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

(Rs. in Lakhs)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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 the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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-

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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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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.