Datamatics Global Services Ltd

Dear Members,

TH

On behalf of the Board of Directors, I am happy to present the 36 Board's Report of your Company with the Balance Sheet and the Statement of Profit and Loss for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31, 2024 as compared to the previous financial year ended March 31, 2023 is summarized below:

( In Crores)

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

The Company is a Digital Technologies, Operations, and Experiences company that provides intelligent solutions for data-driven businesses to increase productivity and enhance the customer experience. With a complete digital approach, Datamatics portfolio spans across Digital Technology Solutions,

Business Process Management and Engineering Services powered by Artificial Intelligence. It has established products in Robotic Process Automation, Intelligent Document Processing, Business Intelligence and Automated Fare Collection. Datamatics does business with global customers across Banking, Financial Services, Insurance, Healthcare, Manufacturing, International Organizations, and Media & Publishing.

On a Consolidated basis, your Company achieved revenue from operations of 1549.89 crores, increased by 6.2% as compared to 1459.19 crores in the previous year.

Consolidated Operational profits were at 243.98 crores as compared to 242.53 crores and margin was at 15.7%.

The revenue from operations on a standalone basis is 735.35 crores, increased by 0.3% as compared to 733.27 crores in the previous year.

Standalone Operational profits were at 91.25 crores as compared to 120.96 crores and margin was at 12.4%.

The Company's Board has recommended a final dividend of Rs. 5/- per equity share (i.e. 100%) of the face value of Rs. 5/- each for the financial year ended March 31, 2024.

The recommended final dividend is in accordance with the Dividend Distribution Policy of the Company approved by the Board and is in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is a v a i l a b l e o n t h e C o m p a n y ' s w e b s i t e a t https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Dividend-Distribution-Policy.pdf

During the year under review, the Company has not transferredany amount to General Reserve out of the amount available forappropriation. However, credit balance of Profit and Loss of 553.80 crores is transferred to Balance Sheet under the head Reserves and Surplus.'

There has been no change in the nature of business of theCompany during the FY 2023-24.

In terms of Section 125 of the Act unclaimed or unpaid dividend relating to the financial year 2016-2017 is due for transfer on October 20, 2024, to the IEPF established by the Central Government. More details are available on https://www.datamatics.com/about-us/investor-relations/unpaid-unclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividend warrants are requested to claim the unpaid/unclaimed dividend from the Company before its transfer to IEPF.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

The Company has not accepted any deposits during the FY 2023-24 in terms of Chapter V of the Act.

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2024:

1. Lumina Datamatics Limited

2. Luminad.AI Limited (formerly known as LDR eRetail Limited)

3. Datamatics Professional Services Limited (formerly known as Datamatics Staffing Services Limited)

4. Datamatics Robotics Software Limited

5. Datamatics Information Solutions Limited

6. Datamatics Foundation

7. Datamatics Cloud Solutions Private Limited^

8. Diacritech Technologies Private Limited^^

^The Company has acquired the balance 2,300 equity shares (23%) stake in Datamatics Cloud Solutions Private Limited held by CloudGrowth Private Limited and post-acquisition, Datamatics Cloud Solutions Private Limited ceased to be Joint Venture Company and became a Wholly Owned Subsidiary of the Company w.e.f. May 20, 2024.

^^Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited on April 30, 2023 and accordinglyDiacritech Technologies Private Limited become step-down subsidiary of Datamatics Global Services Limited.

The Company entered into the Share Purchase Agreement, Shareholders Agreement and other agreements (“Definitive Agreements”) on April 01, 2024 to acquire 100% of the shareholding of Dextara Digital Private Limited through the purchase of shares from its existing shareholders in one or more tranches over a period of two years in accordance with the terms of Definitive Agreements. Accordingly, as on May 08, 2024 the Company has acquired 80% stake in Dextara Digital Private Limited.

^Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited (“DTPL”) on April 30, 2023 and accordingly DTPL become Wholly Owned Subsidiary of Lumina Datamatics Limited and Diacritech Inc. (a subsidiary of DTPL) become step down subsidiary of Lumina Datamatics Limited w.e.f. April 30, 2023.

The Company entered into the Share Purchase Agreement, Shareholders Agreement and other agreements (“Definitive Agreements”) on April 01, 2024 to acquire 100% of the shareholding of Dextara Digital Private Limited (and also to indirectly acquire Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., wholly owned subsidiaries of Dextara Digital Private Limited) through the purchase of shares from its existing shareholders in one or more tranches over a period of two years in accordance with the terms of Definitive Agreements. As on May 08, 2024 the Company has acquired 80% stake in Dextara Digital Private Limited. Accordingly, Dextara Digital (UK) Private Limited & Dextara Digital (USA) Inc., became step-down subsidiaries of the Company.

None of the subsidiary companies other than Lumina Datamatics Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI Listing Regulations, as amended from time to time.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial

Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.datamatics.com

As on the date of this Report, the Authorised Share Capital of the Company is 98,27,50,000/- consisting of 10,53,20,000 equity shares of 5/- (Rupees Five only) each and 4,56,15,000 Redeemable Preference Shares of 10/- each.

During the year under review, your Company has issued and allotted 54,693 equity shares having face value of 5/- each to its eligible employees upon exercise of the vested options granted to the said employees under ‘Datamatics Global Service Limited's Performance Based Employee Stock Option Plan 2022.'

Additionally, the holding of 3,20,98,742 equity Shares of Delta Infosolutions Private Limited in the Company was cancelled and your Company allotted 3,20,98,742 equity shares to shareholders of Delta Infosolutions Private Limited on March 21, 2024 consequent to its amalgamation with the Company.

As on March 31, 2024, the paid-up share capital of the Company is 29,50,20,150/- divided into 5,90,04,030 equity shares of 5/- each fully paid up.

During the year under review, the Company neither issued any shares with differential voting rights nor issued sweat equity shares.

The Board of Directors of the Company had received Request Letters dated May 07, 2024 from few members of Promoter/ Promoter Group for reclassification of their shareholding from the existing Promoter Group category to Public Shareholder Category under Regulation 31A of the SEBI Listing Regulations.

The members seeking reclassification (hereafter collectively referred to as the "Outgoing Promoters") and equity shares held by them in the Company is mentioned in the table below and are currently classified as “person belonging to the promoter group” in the Shareholding Pattern of the Company:

At their meeting held on May 08, 2024, Board of Directors of the Company analysed the Request Letters received from the Outgoing Promoters and the confirmations therein as per the provisions of Regulation 31A of the SEBI Listing Regulations. Board also considered Company's confirmations in this matter and the impact of the proposed reclassification. Upon perusal of the above, Board of Directors of the Company approved the reclassification requests of the Outgoing Promoters.

The reclassification requests will be subject to approvals of the

Shareholders and the approval of BSE Limited and National Stock Exchange of India Limited and/or such other approvals as may be necessary.

During the year under review, the Company has one Employee Stock Option Scheme in force, namely, “Datamatics Global Service Limited's Performance Based Employee Stock Option Plan 2022 (“PSOP 2022”).”

PSOP 2022 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“ESOP Regulations”), as amended from time to time.

The disclosures in compliance with Section 62 of the Act, with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and ESOP Regulations is available on the website of the Company at https://www.datamatics.com/about-us/investor-relations/financials

The Certificate from Mr. Tushar Shridharani, Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Company's PSOP 2022 has been implemented in accordance with the ESOP Regulations and resolutions passed

by the members of the Company, is provided as “Annexure C” to this Report.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sameer Kanodia (DIN 00008232) Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given inthe annexure to the Notice of the 36 AGM of the Company in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standards.

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on March 31, 2024:

l Dr. Lalit Kanodia, Chairman and Whole-time Director;

l Mr. Rahul Kanodia, Whole-time Director designated as Vice Chairman and CEO;

l Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary;

l Mr. Sandeep Mantri, EVP & Chief Financial Officer.

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations.

The Board of Directors of the Company is of the view that all the Independent Directors fulfils the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors' Database of Indian Institute of Corporate Affairs (IICA) and will appear for the online proficiency test of IICA, if applicable.

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

The Act and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and the Chairman after considering the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Company's website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Nomination-and-Remuneration-Policy.pdf

Datamatics will scale talent globally, invest in employees and accelerate innovation and digital capabilities to capitalize on the expanding market opportunities. The company sees enormous potential to engage and partner with customers to help them go 'deep in digital' to enable transformation.

l AI-first approach: Datamatics has been actively investing in AI as technology. At Datamatics, we have developed a Center of Excellence to help customers start and scale their AI journey.

l Focus on hyper scalars: Datamatics will invest in building competencies in hyper scalars such as Microsoft, Salesforce, AWS, Snowflake, OutSystems, etc. Datamatics recently acquired Dextara Digital, a premier Salesforce partner, which aligns with this strategy.

l Focus on the US, European markets: Datamatics will continue to focus on the US and Europe markets by leveraging its regional sales teams. Datamatics will focus on digital transformation opportunities, including intelligent automation products, TruBot RPA and TruCap+ IDP to help clients achieve digital transformation. The company sees significant potential market in these two regions and plans to capitalize on the opportunities by expanding its presence and partnerships.

l AI-First approach: Datamatics enables enterprises to adopt an AI-First strategy, providing a roadmap to automate business processes across the organization. Datamatics AI Center of Excellence empowers businesses to initiate and scale AI initiatives for competitive advantage. By integrating advanced technologies and strategic insights, Datamatics drives enterprises toward new heights of efficiency, agility, and customer satisfaction.

l Products & Platforms: Datamatics continues to develop as well as update its own IP solutions in the digital technology space. Datamatics Intelligent Automation Platform (IAP) is a unified platform to automate a series of tasks, processes, and unstructured and semi-structured data in documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap+ for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. Apart from this Datamatics has developed FINATO for AI-powered finance transformation, TruBI for business intelligence & data visualization and TruFare for Automatic Fare Collection (AFC).

Datamatics has built GenAI components in its products TruBot Robotic Process Automation (RPA) and TruCap+ Intelligent Document Processing (IDP) and is seeing good traction from its customers. Datamatics products TruBot, TruCap+ and FINATO are featuring on Microsoft Azure Marketplace.

All these products and platforms are getting good traction in the market and the new logos in the marquee that we are getting, are extremely promising.

l Account Penetration: Datamatics has customers across industries; many of these are Fortune 500 companies. Datamatics is focusing on deeper penetration within the customer accounts through account management for cross-selling and up-selling through its integrated sales and marketing efforts.

l Branding & Marketing: Datamatics has been investing in marketing and branding efforts for increasing visibility, strengthening digital footprint and geographic reach. In FY24 Datamatics engaged with prospects and customers through events, conferences, seminars, and digital campaigns. The company also hosted a grand New Year celebration party for its customers in Mumbai.

l Products & Platforms: Datamatics was an innovator last year by introducing Generative AI (GenAI) capabilities to all its intelligent automation platform products, much before some of the other players. Now, with GenAI, citizen developers can create bots with minimal input from the subject matter expert. Likewise, GenAI enhanced Intelligent Document Processing by delivering higher accuracy for complex document processing and faster implementation besides co-pilot for ontology creation, natural language, and contextual querying. Datamatics Intelligent Automation Platform (IAP), with AI at the core, is a unified platform to automate a series of tasks, process unstructured and semi-structured data in documents. The IAP combines the capabilities of TruBot for Robotic Process Automation (RPA), TruCap+ for Intelligent Document Processing (IDP) along with artificial intelligence (AI)/machine learning (ML) models developed by Datamatics. The IAP also integrates with business-specific models or BYOM, according to business requirements. Apart from this, Datamatics has developed TruBI for business intelligence & data visualization. Each of these automation solutions has underlying AI models that can be trained further to suit the business landscape.

In addition to developing its own IP solutions, Datamatics is investing in cloud partnerships and AI to drive innovation and growth for its clients. Datamatics has extended its Microsoft partnership further by integrating Microsoft Copilot and Azure OpenAI into its Intelligent Automation suite. We are one of the few Microsoft preferred partners to take their Copilot proposition across geographies for co-piloting application development and automating complex scenarios. Datamatics has the expertise to customize Microsoft Copilot to business requirements, modify existing copilots across the industry spectrum, and assess the business landscape to build a new Copilot for complex automations. Datamatics has also extended its product reach by hosting the Intelligent Automation suite of products on MS Azure Marketplace along with probable use cases and quick guidelines to jumpstart automation.

Datamatics granted a patent for its AI-powered Intelligent Document Processing software TruCap+ i.e. ‘SYSTEM AND METHOD OF AUTOMATED DOCUMENT PROCESSING FOR STRUCTURED, SEMI-STRUCTURED AND UNSTRUCTURED DOCUMENTS'.

Datamatics' Intelligent Document Processing (IDP) journey began nearly a decade ago. Over the years, the team has diligently integrated new technologies and features, establishing it as a leading solution in the IDP space TruCap+.

Datamatics TruCap+ automates data extraction from complex structured, semi-structured and unstructured documents. With AI at the core, it enables template-free approach, delivers a greater straight-through processing (STP) with a high accuracy. TruCap+ offers an intuitive UI to deliver business users an efficiency driven solution. Its cloud-based architecture allows TruCap+ to scale on demand while meeting enterprise-grade standards for security, reliability, and integration.

Recently Datamatics further enhanced TruCap+ with GenAI capabilities. It enables customers to leverage the power of GenAI for processing complex and unstructured documents such as legal documents, financial statements, medical images, drawings, graphs, emails, etc. Additionally, it allows customers to query and analyze extracted data using natural language querying feature.

Quality forms the backbone of everything we do. It is an unnegotiable ingredient of the way a process, service and product is conceived, designed and delivered. A relentless focus on Customer delight, continuous process improvements and lean and efficient processes have been the hallmarks of the company for years. This is what provides us an edge over our competition, far and wide. A look at the average duration a customer has been happily associated with Datamatics is an eloquent testimony to our untiring commitment to quality. Quality at Datamatics is a legacy that is being ably carried forward by the present team as well. The industry has also been recognizing the company's performance. This year too, your company and its personnel featured prominently at various platforms by winning prestigious awards.

Your Company is the first and the only I.T. Company to have won the “International Asia Pacific Award” for Quality in services sector in the year 2007. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia, Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious “IMC IT Award for Quality” in

January 2014. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are:

1) Certifications:

The Company's quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust standard that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has been recommended assessment at the highest maturity level, Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the locations and services that we cater to. The QMS has also been successfully assessed and certified for ISO 9001:2015. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards. Keeping in line with the focus on Artificial Intelligence, we are in the advanced stages of getting our Artificial Intelligence Management Systems (AIMS) to ISO 42001 standard which is the latest international standard for AIMS.

As you are aware, with the growing complexity of the digital economy and the present pandemic situation where we have been forced to switch significantly to work from Home model, the threat on the information security and data also increases in terms of complexity and impact. Your company is fully aware of this challenge and we constantly keep upgrading our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 and HIPAA requirements. As you would be aware, these standards are extremely important for Financial, Insurance and Healthcare industries. The Livonia and Philipines operations have also been successfully assessed and certified to PCI-DSS requirements. The IPR products, TruCap+ and TruBot have also been successfully assessed for SOC2+ requirements.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented Security Information and Event Management (SIEM) solution as well which will further strengthen the Information security management. During the COVID 19 lockdown and remote working methodology, there has been a palpable increase in the threat to information and data security. Pre-empting such threats we have secured our networks further, addressed end point vulnerabilities and implemented mechanisms and tools to address advanced persistent threats (APTs) from all kind of malware attacks. The company recently implemented EDR (End point Detection and Response) and MDR (Manage Detection and Response) solutions to further enhance our preparedness to any malware threats. We also implemented (MFA) Multiple Factor Authentication solutions to further enhance access and security controls around sensitive data and information being processed by the company. Vulnerability and penetration tests (VA/PT) are carried out regularly through internal as well as external agencies to make sure that our networks and servers are robust to any malicious attacks. We have tied up with an Industry Leader in the space of Cybersecurity management systems Upguard, to monitor and manage our security robustness. We are proud to share that the current score of 843 / 950 and a rating of A is well above the average score of 668 for the industry. There is an increased focus on employee awareness around information security as well for proactive and preventive measures to thwart any malicious attack. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers through formal PMP certification from PMI, USA.

As you would be aware, General Data Protection Regulations (GDPR), the most important regulation around data privacy in the European Union region came into force a couple of years back. All our contracts with the customers in the EU region have been revised to incorporate the requirements of GDPR. Our processes have been further strengthened around the GDPR requirements. A dedicated Data Protection Officer (DPO) has been appointed to address issues, if any, raised around GDPR compliance. All the relevant employees and management have been trained on GDPR principles and requirements. GDPR awareness is an integral part of the employee induction program.

We are also gearing our processes to address all the requirements of the Data Privacy Act of India. We plan to get assessed and certified to Data Privacy standard, ISO 27701.

2) Customer Satisfaction Tracking:

As you're aware, your Company conducts customer satisfaction surveys at the end of every major milestone to assess customer's perception of our services. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. Your company scored 5.4 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 87% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and Delighted. 64 customers have rated us as delighted on all the parameters. 66% of respondents expressed “Insist “ and “Prefer” to work with Datamatics on Quality of Engagement questionnaire. We believe that in the modern environment Customer Experience i.e. the impression that our customers make during their interaction with us, is extremely critical. Customer Experience, apart from the feedback on the hard deliverables, is an integral part of these surveys. We are glad to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer Feedback Capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma:

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 490 Lean Six Sigma projects and 2120 Kaizens were successfully completed since 2007.

The Company has about 30 Six Sigma Green Belt and 60 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals.

Building a diverse workforce is at the heart of Datamatics HR ethos, and we aspire to create an engaging workplace that attracts, retains, develops, and helps talent flourish. We are committed to offering a diverse and inclusive work environment, cultivating positive relationships, providing challenging assignments, and promoting growth opportunities based on meritocracy. As of March 31, 2024, Datamatics employed more than 9000 employees worldwide.

Datamatics continues to enthuse talent with high-impact roles, competitive and performance-driven pay with an emphasis on long-term incentives, a wealth of learning opportunities, a commitment to enhancing diversity, equity & inclusion, an employee-centric climate, well-being-focused infrastructure, and support that promotes fellowship and commitment amongst employees.

Our Global Annual Climate Survey was conducted with 88% participation, higher than last year's 87% participation. Continued positive strides in Organizational Culture and a healthy work environment were made as Datamaticians was recognized as an ‘Employee Friendly' organization four years in a row with significant progress in NPS, eSAT, and ePride scores. Datamaticians also shared their awareness of Employee well-being - Datamatics Wheel of Well-Being & Mind Matters initiatives and our focus on AI.

Our consistent efforts were recognized on diverse platforms globally, enhancing our employer brand and attracting talent:

l In India,

o Datamatics was recognized at The DivHERsity Awards in the Top20 Most Innovative Practices category.

o Conferred with the "Maharashtra Best Employer Brand Awards 2023.

l In the Philippines,

o Asia CEO Awards: Recognized as the "Executive Leadership Team of the Year" and "Expatriate Executive of the Year."

FY 2023-24 witnessed a marginal slowdown in the talent market compared to FY 22-23 & FY 21-22, but there is still a notable trend of candidates holding multiple offers. The Talent Acquisition (TA) team has effectively secured promising joining numbers, met SLAs, and maintained good offer-to-joining ratio and productivity levels.

Hiring gig workers remains constant, as compared to the previous year. The US market continues to stay stable; however, niche and key talent continue to remain in high demand.

The team delivered on the strategies adopted and planned initiatives to meet the defined goals. On Sourcing, the team continued to prioritize connecting with maximum candidates through various sourcing channels, both traditional and emerging. Mass interview drives were conducted as needed by the businesses. The candidate engagement process was effectively executed for every potential candidate individually, to ensure interest and enthusiasm for the Company.

The team continued to add new vendor partners across geographies, including a new background verification partner for the UK and EU regions. The network has been actively utilized to maximize the spread of required closures. The team has regularly conducted desk research related to DGSL offerings and market intelligence regarding competitors, for all businesses. This year has also seen hiring an onboarding of senior strategic hires.

The team has stayed ahead of the curve with eminent industry practices relevant for AI-powered resume sourcing, assessments, interviewing, background verification and candidate engagement. Innovation has been the guiding principle towards relentless improvement, and the team has employed avant-garde strategies like brand-driven job posts, video interviewing, passive candidate engagement, research, social media usage, industry intelligence, and effective referral programs. It has also been a continuous effort to establish Datamatics as an Employer of Choice through powerful messaging around the key Employee Value Proposition.

Datamatics DAT (Develop-Aspire-Transform), our learning buddy, plays a crucial role as our dedicated partner in driving learning and development throughout the organization. Through DAT, we offer a diverse range of learning opportunities that empower our employees to embark on a transformative journey of growth and excellence.

In collaboration with various Lines of Business (LOBs), we have led multiple learning interventions tailored to meet the unique needs of our workforce. Some notable initiatives include:

l Eagles XI: An exclusive Leadership Development program aimed at unlocking the potential of high achievers, with a focus on leveraging AI.

l AI Learning Spectrum: Our extensive AI program offers diverse courses tailored to individuals at all skill levels. Notably, 299 employees completed around 713 AI courses, collectively dedicating 6651 person-hours to this endeavour.

l AI Powered Chatbot Training: Over 1000 employees globally attended sessions to enhance their skills in generating informative and engaging responses through AI-powered ChatBots.

l Power Automate: More than 450 of our technical enthusiasts participated in sessions focused on unlocking the power of automation with Power Automate.

l Leadership Talk V2.0: Hosted a series of empowering Leadership Talks with over 4500 attendees since April 2023.

l STEM (Step Towards Enhancing Me) Intervention: Successfully completed a 7-months personal development program for 97 participants across multiple locations, resulting in improving communication and productivity improvement.

l Fit to Lead Bootcamp: Two batches of six-months supervisory program aimed at instilling core competencies for effective team leadership, with over 101 employees participating.

l Gen AI Tech Day: Organized a full-day workshop on Generative AI in collaboration with AWS, aiming to enhance the skills of our workforce.

l Innovate Day: Executed a collaborative event for the Inside Sales team, featuring internal and external speakers and inaugurated by our esteemed leadership.

l Trainer Felicitation: Recognized 42 Internal facilitators and SMEs for their significant contribution to strengthen our learning culture.

Specialized Technical Trainings: In addition to our comprehensive learning interventions, we placed a special focus on technical training such as Outsystems, Power BI, AWS, GenAI with Chat GPT, SSRS & SSIS, and .Net for freshers, ensuring our workforce remains equipped with cutting-edge skills to excel in today's dynamic business landscape.

Digital Learning Initiatives: Our digital learning initiatives witnessed significant enhancements, including renaming our in-house Learning Management System to Elevate, offering over 168+ learning modules, and featuring new courses catering to emerging technologies.

Partnership Support & Certifications: We strengthened our partnerships with industry leaders such as Microsoft and HubSpot, facilitating employee certifications and skill development, thereby reinforcing our commitment to excellence.

The L&D team at Datamatics continues to stay compliant by successfully completing various external audits, including IQA, ISO, client audits, ISMS audits, and others.

There has been a remarkable 116% surge in total person-hours of learning, thereby cementing a culture of continuous learning and development. We achieved 432,254 person hours (equivalent to 54,032 training days), averaging 7.54 days per person, compared to 374,149 person-hours (equivalent to 46,768 training days) from the previous fiscal year. Alongside an average feedback rating of 4.2 out of 5, our achievements signify the effectiveness of our learning initiatives, resulting in upskilling and cross-skilling of Datamaticians.

Through the year, the HR Centre of Excellence focused on developing the capabilities of identified Key Talent, establishing a performance-driven and appreciation-focused Culture, driving Diversity, Equity, and inclusion (DEI) in the workplace, Employer Branding, CSR initiatives and adopting GenAI capabilities, where feasible.

l Establishing a performance-driven culture focused on professional development:

o Based on last year's Leadership Workout session analysis, a cohort-based immersive Senior Leadership

Talent Development Program (SLTDP) was conducted for

the Leadership team.

o Enhanced competency-based focus, with internal benchmarks and practical learning applications for all

key Talent interventions.

o With due process rigour followed in the Promotion Board process, 92% key talent got promoted to next grade at a

mid-senior level.

o With the success of the pilot Datamatics Mentoring Program (DMP), we launched the next season of the

Support Squad for some of our key talent globally. l Through our online peer-to-peer recognition platform, ‘Appreciate with Badges', globally, more than 4000+ unique Datamaticians were appreciated with 15000+ badges, with a substantial 40% increase in unique Datamaticians appreciated Talent@Datamatics globally.

l DEI :

o ‘Coffee, Cakes and Candid Chats', a DDC initiative were conducted by CHRO in the US (on Juneteenth) and in the Philippines & Puducherry offices on #EmbracingEquity at the workplace.

o Focused (Wo)Mentoring sessions with Indian and International speakers were structured in a hybrid setup.

o Our continued DEI efforts have been recognized globally - Our CEO & Vice Chairman featured among 20+ Global Leaders and influencers across domains committed to women's advancement on the International Women's Day website for the second time. Simultaneously, our entire Senior Leadership team featured on the website as part of this year's #InspireInclusion campaign.

l With the ‘We Heard You' campaign, we sought the voice of Datamaticians and the HRBP team globally. We introduced process and tech enhancements which saw higher adoption rate. l Throughout the year, a multi-dimensional Datamatics Wheel of Well-being campaign brought in initiatives related to Emotional and Mental Well-Being. l Launched a dedicated page on the website for the

‘Datamatics Diversity Charter' and an e-module (enabled by the L&D team) on ‘Promoting DEI principles at the workplace'. The team ensured strategic positive visibility and increased Datamatics' social presence across all existing channels, covering themes like DEI, CSR and Mental Health.

The role of the HR function has undergone significant evolution to adapt to the changing needs of an agile organization. Here are the highlights of the key initiatives undertaken during the year:

l Datamatics maintained a strong focus on the Apprenticeship Program. The Board of Apprenticeship Training (BOAT) program was institutionalized across the locations. BOAT and NAPS programs promote basic and hands-on practical training at the workplace. We participated in the yearly state-level apprenticeship program in Maharashtra to train new job seekers through the Employment Promotion Programme (EPP). As of March 31, 2024, the company had 2122 youth apprentices trained across the in-demand industry skill sets.

l HR Due Diligence for acquisition of Dextara Digital was completed in-house, with the focus now shifting towards an integration roadmap.

l We created a conducive environment to promote the Blended (Work from Office, Work from Home, Work from Client Location, and Hybrid) workforce arrangement.

l The strengthening of the agile onboarding process ensured seamless onboarding and acclimatisation of the blended workforce across the locations.

l The quarterly Bonding Time session, a pivotal intervention to meet the remote new joiners' in person and establish connect, was leveraged around the year.

l The 30-60-90-day program, i.e. New Entrant Observation (NEO), provided a platform to understand and proactively address the new joiner's issues.

l We introduced the Employee Counselling Support Program, a valuable addition to our commitment to the Six Dimensions of Employee Wellbeing. We recognized the need to aid Data-maticians in managing personal challenges while working on their careers.

l HRBPs had almost 10,000 unique one-to-one employee connect sessions during the year.

l The HR function continues to leverage digital platform Ask HR and its online ticketing system to resolve employees' queries successfully.

l Employee-friendly flexible components were added to the CTC structure, offering an appealing opportunity for tax savings while efficiently planning the year's CTC payout.

l Monthly engagement activities were organized across locations through the HRBPs. The focus for the year was Financial and Health awareness among the employees. A few sessions were exclusively planned to benefit various employee demographics that were aligned with the Datamatics Diversity Charter.

l Reward & Recognition (R&R) programs and connect programs like Euphoria were leveraged for employee bonding and engagement beyond work.

l A consistently high score in the PS Client audit ensured our commitment to the client service standards.

US HR continues to be a strategic business partner for all lines of business while maintaining compliance with all applicable US laws.

The US team continues to deliver a significant chunk of the business, specifically in our Tax area, CBLE (PSI) project, and GE Haer project. The USHR team supported talent acquisition, onboarding, retention, process audits. Under compliance, policies were reviewed, and improvements were implemented to have more cost-effective yet employee-friendly vacation and sick leave payouts. USHR supported all project-specific groups with compensation guidelines to improve billable rates and ensure better profit margins. USHR continues to be in a hybrid model for the workforce, working 3 days a week in the office.

Datamatics Overseas HR has initiated the Stichting Normering Arbeid (SNA) certification process for the Netherlands entity. The SNA certification will be an important milestone for the company as it will help us to sponsor the talent mobility from India.

Employee Value Proposition Our comprehensive Employee Value Proposition framework has led to a much improved retention rate, focusing on holistic well-being programs aligned with Datamatics Wheel of Wellbeing, recognition and rewards, and continuous learning initiatives.

Automation/AI Initiatives: Our digital engagement core and AI-driven Applicant Tracking System have revolutionized employee engagement and hiring processes, ensuring efficiency and effectiveness.

l Datamatics Digital Engagement at Its Core - The Xoxoday platform, with its robust digital capabilities powered by Emplus, revolutionizes how we approach employee engagement. Providing a seamless, intuitive interface enables us to implement a wide range of engagement activities that resonate with the modern employee, right from recognition and rewards to surveys and feedback mechanisms.

l We employ Manatal's AI-driven Applicant Tracking System in tandem with SHL's robust assessment tools to thoroughly analyze job requirements and current market trends. This dual-technology approach allows us to source candidates who are the best fit for the specific roles required for omni-channel support and have the potential to excel in these positions.

Hiring Delivery: We have achieved timely hiring and onboarding, fulfilling headcount requirements to support business operations. There was 100% schedule adherence, while successfully hiring 1,476 staff for ramp-up and backfill needs.

We showcased proficiency in recruiting for various bilingual positions, including European and APAC languages, and also demonstrated volume hiring capability by recruiting 260 Chat Support Agents within two weeks. We also prioritized internal recruitment to optimize hiring.

With due commitment to our Datamatics Diversity Charter, the enhanced coverage for Health Benefits includes coverage for LGBTQ+ and elderly parents.

We have cost-effective health benefits premium for dependents, availability of dedicated facilities for LGBTQ+ employees. We introduced compensatory Time Off for managers required to work on holidays, in lieu of monetary compensation.

We Hear You Initiatives - Our ‘We Hear You' initiatives ensure every voice is valued: l FGD: Held biannually across all departments and projects.

l Governance Calls: Occur semi-monthly with Support Enablers POCs and Delivery Stakeholders; led and concluded by HRBP.

l Surveys: Conducted post all training sessions and employee engagement activities

l HRBP Classroom Visits: HRBPs attend all new classes to connect and assess new employees' sentiments.

l ESAT Surveys: Conducted quarterly to address concerns and gauge employee sentiment immediately.

Understanding our employees' unique and varied aspirations, we have carefully curated The FutureScape Learning Series to cater to our organization's wide array of learning needs. This series is a comprehensive compilation of seven distinct programs, each one the result of meticulous planning and a deep understanding of the specific developmental needs across different domains and organizational levels. Fit to Lead has been an immensely popular program for the managerial cadre.

This was a big year for us as we focused on giving back to the communities in various ways in India and the Philippines, focusing on 11 United Nations Sustainable Developmental Goals (UNSDGs). Our initiatives aim to positively impact various areas, from empowering marginalized groups to supporting education and healthcare. l In India:

- Enabling Employability in Tier 3 Cities we continue to support employment opportunities in Tier 3 cities in India, including flexible working options. We respect the flexibility needs that capable and aspiring Talent, especially women, might have. Some roles offer flexible second innings and the opportunity to come ‘Back to the Front' phase-wise, with experience and training adding to future employability. We directly supported 1000+

trainees/ apprentices throughout the year.

- Sponsoring Education for underprivileged students:

? Dakshana Foundation - Focusing on poverty alleviation through education by identifying brilliantbut impoverished teenagers and providing intensive coaching for 1-2 years for the IIT and medical entrance exams.

? Tagore Govt. Arts & Science (Puducherry) - Sponsoring Education for 15+ underprivilegedstudents.

? Ekam Foundation - We supported the Education of some special children across various educationalinstitutions and Unnati scholarship for a few girls.

- Annam - Supporting underprivileged children and women through concentrated nutrition supplements.

- Olympic Gold Quest Supporting the training and preparation of India's top athletes. Overall, 12 Athletes and 12 Para athletes supported in 8 sports -Archery, Athletics, Badminton, Boxing, Powerlifting, Shooting, Table tennis, and Wrestling. This included training, Sports Science, Coaching, Equipment & sports kit, Expert Coaches Program, Athlete Management & Performance Monitoring and other Administrative Costs.

- Sponsored a water recycling plant for a Govt. College in Puducherry, thereby reducing water consumption from the ground, recycling used water and supporting the sustainable environmental needs of the 18 acres of Green Campus.

l In the Philippines:

- Banca Awarding to Fisherfolks: Awarded motorized fishing boats to three fishermen supplying 70,000 residents, providing opportunities for better livelihoods.

- Invest in Kids, Invest in Dreams: Supported 100 kindergarten students with school supplies and food packs, promoting education.

- Supporting Public Education: Contributed to Rizal High School for facility maintenance and fostering education.

- Livelihood Project for Women: Empowered 12 women's groups across Real, Quezon, with training sessions and computer units for enhanced livelihood opportunities.

- Special Needs Children's Education: Donated art supplies and equipment to 175 special needs students in Calamba.

- Blood Donation Drive: Contributed 46 blood bags to the Red Cross Philippines Blood Bank, making a significant difference in emergencies.

Additionally,

- The CEO and CHRO were part of the Rotary Global Leadership Summit at Mumbai. The CEO shared his insights on AI with an august audience from Industry and Academia. The CHRO moderated a roundtable with esteemed Speakers from diverse Industries and Academia, on the subject of building organization capability for competitive advantage in the digital age.

- Being a Socially conscious and Community-driven organization, we continue to welcome New Joiners with a canvas bag from the Shraddha Charitable Trust, Mumbai, which provides vocational training to autistic & mentally challenged young adults - as part of our ongoing Bonding Time sessions.

- Employees of Datamatics participated in the Helmet Rally in association with Traffic PS (North), Puducherry.

l The Company continuously endeavours to create and provide an environment that is free from discrimination and harassment, including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the POSH Act and the rights thereunder.

l The Company has constituted an Internal Committee (IC) as required under the POSH Act, and the committee's constitution complies with the said Act.

l The Company has also adopted an Anti-Sexual Harassment Policy, in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. It is fully committed to upholding and maintaining the dignity of every woman executive working in the Company.

l Number of complaints pending as of the beginning of the financial year: 0

l Number of complaints filed during the financial year: 0.

l Number of complaints pending as of the end of the financial year: 0

During the year, the Company (including Subsidiaries & Group Companies) and its employees received several awards and recognition, some of which are:

l Datamatics Recognized as Forbes Asia 200 Best Under a Billion Companies 2023

l Datamatics recognized amongst India's Top 500 Value Creators 2023 by Dun & Bradstreet India

l FINTECH India Innovation Award 2024 in the Best Customer Experience Service category for Automated Fare Collection Services

l Datamatics named as ‘Leader' in the IAOP 2024 Global Outsourcing 100 List

l Datamatics recognized in the prestigious UN Women WEP India Awards 2023

l Lumina Datamatics received the Operational Excellencethrough Digital Transformation Award at the 5 edition of the CII DX Awards 2023

l Lumina Datamatics awarded with IMC RBNQ Milestone Merit Recognition Awards in the Customers and Operations categories.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure A” to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

Datamatics has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Company's securities. The policy clearly specifies, among other matters, that “Designated Persons” including Directors of the Company can trade in the Company's securities only when the ‘Trading Window' is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy.

The Insider Trading Policy for Regulation of Trading by I n s i d e r s i s a v a i l a b l e o n o u r w e b s i t e a t https://www.datamatics.com/about-us/investor-relations/corporate-governance.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (‘SEBI PIT Regulations') as amended, the Company has customized a secure Insider Trading Compliance Tool (InsiderLens Software) which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

Pursuant to the requirement under Section 134(3)(c) of the Act with respect to the Directors' Responsibility Statement, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended on that date;

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

(iv) they have prepared the annual accounts on a ‘going concern' basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Tushar Shridharani, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act, read with Rules framed thereunder for the financial year ended March 31, 2024 has been annexed to this Board Report as “Annexure B1” and forms part of the Annual Report.

In terms of Regulation 24A of the SEBI Listing Regulations, Mr. Tushar Shridharani, Practicing Company Secretary, has undertaken secretarial audit of Lumina Datamatics Limited, material subsidiary of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report in Form No. MR-3 of Lumina Datamatics Limited isued by Mr. Tushar Shridharani for the financial year ended March 31, 2024 is annexed as “Annexure B2“ to this Report.

In compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 and NSE Circular Ref No: NSE/CML/2023/30 dated April 10, 2023, the Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mr. Tushar Shridharani, Practicing Company Secretary has been submitted to the Stock Exchanges within the prescribed timelines.

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

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

Pursuant to the provisions of Section 139 of the Act, and the Companies (Audit and Auditors) Rules, 2014, M/s. M L Bhuwania and Co LLP, Chartered Accountants (Firm Registration No. 101484W/W100197), were reappointed as Statutory Auditors ofthe Company at the 34 AGM held on July 29, 2022, to hold officetill the conclusion of the 39 AGM to be held in the year 2027.

M/s. M L Bhuwania and Co LLP, has furnished a certificate of their eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014, for their continuance as the Statutory Auditors of the Company for the FY 2024-25. In terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the electiveness of the Audit process. The authorized representatives of the Statutory Auditors' werepresent at the 35 AGM of the Company held on September 29, 2023.

As per provisions of sub section (1) of Section 148 of the Act, the Company is not required to maintain cost records.

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M L Bhuwania and Co LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

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

The Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations is part of this annual report.

There are currently five Committees of the Board, as under: l Audit Committee; l Nomination and Remuneration Committee; l Stakeholders' Relationship Committee; l Corporate Social Responsibility Committee; l Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, which forms part of this Annual Report.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-24 were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Related-Party-Transaction-Policy-Final.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (https://www.datamatics.com/about-us/investor-relations/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, Key policies that have been

adopted by the Company are as follows:

The Company has formulated a Policy on Related Party Transactions which is also available on Company's website at

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Act, and other relevant provisions of the Act.

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorize and prioritize risks in a timely manner and formulate plans for mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was constituted to frame, implement and monitor the risk management policy for the Company. The composition of the Committee is in conformity with the SEBI Listing Regulations, with majority members being Directors of the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled ‘Report on Corporate Governance', which forms part of this Annual Report.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the FY 2023-24 are annexed as “Annexure D” to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

The Board of Directors of the Company, at its meeting held on March 04, 2022, had considered and approved a scheme of amalgamation (“Scheme”) pursuant to Sections 230 to 232 and other applicable provisions of the Act and the rules and/ or regulations made thereunder, providing for the merger of its holding Company, Delta Infolutions Private Limited (“Delta”/”Transferor Company”) with and into Datamatics Global Services Limited (‘the Company'/TransfereeCompany') and their respective shareholders.

As mentioned in the last Annual Report of your Company, the proposed Amalgamation will result in the promoters of the Company directly holding shares in Delta, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group's direct commitment to and engagement with the Company. There would be no change in the paid-up share capital and the financial position of the Company post Amalgamation.

The Company had received in principle approval from both the stock exchanges conveying their no objection to the Scheme and subsequently the parties to the Scheme inter alia filed a ‘Company Scheme Application' before National Company Law Tribunal (‘NCLT') seeking direction for convening the meeting of the shareholders for approval of the scheme of Amalgamation. The NCLT vide its Order dated June 22, 2023 directed to hold a meeting of Equity Shareholders of the Company on August 08, 2023.

Thereafter, a meeting of Equity Shareholders was held on August 08, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of shareholders in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Further, a meeting of Unsecured Creditors was held on December 19, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of unsecured creditors in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Thereafter, the parties to the Scheme filed a ‘Company Scheme Petition' before the Hon'ble NCLT Mumbai Bench seeking sanction of the Scheme.

The NCLT vide its Order dated February 13, 2024 pronounced the Order sanctioning the abovementioned Scheme. A certified copy of the said Order was filed with the Office of the Registrar of Companies, Mumbai on February 24, 2024 (‘Effective Date'), and as a result Transferor Company stands amalgamated with the Company effective from April 01, 2021 (‘Appointed Date').

In accordance with the Scheme, the holding of 3,20,98,742 Equity Shares of Transferor Company in the Transferee Company was cancelled and Board of Directors of the Company at its meeting held on March 21, 2024 issued and allotted 3,20,98,742 Equity Shares of the Company to the Equity Shareholders of Transferor Company in equal proportion to their holding in Transferor Company .

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at https://www.datamatics.com/about-us/investor-relations/financials.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2023-24.

The Company has not made any such valuation during the FY 2023-24.

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy are not applicable to the Company. However, your Company consciously makes all efforts to conserve energy across all its operations.

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company's clients.

ii) The Company has not imported any technology during the year under review.

Foreign Exchange Earned in terms of Actual Inflows : 386.06 crores

Foreign Exchange Outgo in terms of Actual Outflows : 42.06 crores

The Business Responsibility and Sustainability Report for the year ended March 31, 2024 as stipulated under Regulation 34of the SEBI Listing Regulations is annexed as “Annexure E” which forms part of this Annual Report.

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments for their cooperation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, consultants, clients and employees of the Company.