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Expleo Solutions Ltd.

BSE: 533121 Sector: IT
NSE: EXPLEOSOL ISIN Code: INE201K01015
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VOLUME 6790
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P/E 15.13
Mkt Cap.(Rs cr) 685
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OPEN 672.00
CLOSE 668.90
VOLUME 6790
52-Week high 732.30
52-Week low 255.70
P/E 15.13
Mkt Cap.(Rs cr) 685
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Expleo Solutions Ltd. (EXPLEOSOL) - Director Report

Company director report

The Company is pleased to present the report on its business and operations for theyear ended March 31 2020.

1. Financial highlights for the year ended March 31 2020:

(Rs. in Millions)

Consolidated

Standalone
March 31 2020 March 31 2019 March 31 2020 March 31 2019
Total Income 2779.87 2887.69 2761.70 2883.26
Employee benefi ts expense 1793.10 1833.59 1347.15 1249.77
Depreciation and amortization expenses 58.22 54.99 58.00 54.76
General administrative and other Expenses 376.91 462.76 858.13 1097.79
Finance cost 11.08 0.67 11.08 0.67
Total Expenses 2239.31 2352.01 2274.36 2402.99
Profit/(loss) before exceptional Items 540.56 535.68 487.34 480.27
Exceptional Items - - - -
Profit Before Tax 540.56 535.68 487.34 480.27
Tax expense 141.54 173.66 137.85 165.89
Profit After Tax 399.02 362.02 349.49 314.38
Other Comprehensive Income (4.33) (1.55) (4.67) (1.55)
Total Comprehensive Income 394.69 360.47 344.82 312.83
Earnings per Equity share (Par value of Rs. 10/- each)
Basic (Rs.) 38.51 33.79 33.73 29.35
Diluted (Rs.) 38.51 33.79 33.73 29.35

2. Business and Operations Review:

Total operating revenue was Rs. 2694.04 Mn for the Financial Year 2019-20 which ascompared to Rs. 2827.73 Mn in the previous year is lower by fi ve percent. TotalComprehensive Income stood at Rs. 344.82 Mn (representing 12% of Total Income) as againstRs. 312.83 Mn (11% of Total Income) in the previous year. This signifi es an improvementover the previous year both in absolute and percentage terms. Currency fluctuations resulted in Profit for the year of Rs. 43.97 Mn as compared to a loss of Rs.26.94 Mn in the previous year.

Geographically the Company's revenue from operations has been more diversifi ed thisyear with revenue from operations from India the Middle East Asia and Australia risingto 35% (as compared to 28% in the previous year). The business derived from Europe was 62%of its revenues from operations and 3% from US. During the year the proportion of Onsiterevenue stood at 53% as compared to 58% in the previous year and the Offshore revenuestood at 47% as compared to 42% in the previous year.

During the year under review new client acquisitions contributed to 5% of revenue fromoperations. The repeat business from existing clients accounted for 95% of revenue fromoperations as compared to 97% in the previous year. The revenue from Group clients forfinancial year 2019-20 increased to 21% as compared to 19% in thepreviousfinancialyear.OnthepracticefronttheBanking practice registered degrowth of 12% ascompared to the previous year contributing 35% of revenues.

Employee strength as on March 31 2020 for the standalone entity was 990(consolidated entity 1062) as compared to 889 (consolidated entity 962) in the previousyear. The percentage of women employees during the year was maintained at 37 percent. Forthe consolidated entity the women employees during the year stood at 387 (36%) ascompared to 340 (35%) in the previous year. The attrition is reduced to 20% for the yearended March 31 2020 as compared to 24% in the previous year.

3. Capital expenditure:

During the financial year 2019-20 the Company added Rs. 129.44 Mn to its to theCompany's gross block with capital expenditure which comprised Rs. 106.18 Mn on accountof Leasehold assets Rs. 19.40 Mn on technology infrastructure Rs. 3.86 Mn throughphysical infrastructure and the balance Rs. 0.01 Mn through intangible asset addition.

4. Liquidity:

The Company continues to maintain comfortable cashbalancestomeetitsstrategicobjectives.Theliquidassets as at the end of the year stood atRs. 1338.77 Mn (against Rs. 1132.39 Mn in the previous year). The Company's Cash balancestood at Rs. 699.94 Mn as compared to Rs. 839.71 Mn in the previous year.

5. Share capital:

At the end of the financial year March 31 2020 the Company's Paid-up Equity ShareCapital stood at Rs. 102.52 Mn consisting of 10252485 fully Paid-up Equity Shares ofRs. 10/- each.

Buyback of Equity Shares:

The Company had announced the Buyback of not exceeding 460896 (Four Lakhs SixtyThousand Eight Hundred and Ninety Six) fully paid-up equity shares of face value of Rs.10/- (Rupees Ten only) each ("Equity Shares") representing 4.30% of the totalnumber of Equity Shares of the paid-up Equity Share Capital of the Company from theshareholders or benefi cial owners of Equity Shares of the Company as on the record datei.e. April 12 2019 ("Record Date") on a proportionate basis through the"Tender Offer" route at a price of Rs. 550/- (Rupees Five hundred and fi ftyonly) per Equity Share payable in cash for an aggregate amount not exceeding Rs.253492800/- (Rupees Twenty Five Crores Thirty Four Lakhs Ninety Two Thousand EightHundred only) ("Buyback Offer Size") excluding the Transaction Costs. TheBuyback Offer Size represents 25% of the aggregate of the fully paid-up share capital andfree reserves of the Company as per the audited standalone financial results for thefinancial year ended March 31 2018.

The Company adopted the tender offer route for the purpose of the Buyback. The Buybackwas implemented using the "Mechanism for acquisition of shares through StockExchange" notifi ed by the SEBI vide circular CIR/ CFD/POLICYCELL/1/2015 dated April13 2015 read with the "Streamlining the Process for Acquisition of Shares pursuantto Tender-Offers made for Takeovers Buy Back and Delisting of Securities" asprescribed under the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9 2016including any amendments thereof issued by Securities and Exchange Board of India("SEBI"). The tendering period for the Buyback Offer opened on Thursday May 302019 and closed on Thursday June 13 2019.

The Company bought back an aggregate of 460896 (Four Lakhs Sixty Thousand EightHundred and Ninety Six) Equity Shares under the Buyback at a price of Rs. 550/- (RupeesFive hundred and fi fty only) per Equity Share.

The total amount utilized in the Buyback is Rs. 253492800/- (Rupees Twenty FiveCrores Thirty Four Lakhs Ninety Two Thousand Eight Hundred only) excluding the TransactionCosts.

Equity Shares held in dematerialized form accepted under the Buyback were transferredto the Company's Demat Account on Friday June 21 2019. The unaccepted dematerializedEquity Shares have been returned to respective Seller Member/Custodians by the ClearingCorporations on Friday June 21 2019. There were no tender of shares in the buybackreceived in physical form. The 460896 (Four Lakhs Sixty Thousand Eight Hundred andNinety Six) Equity Shares accepted under the Buyback were extinguished on June 26 2019.

6. Net worth:

The Company's net worth stood at Rs. 1152.52 Mn as at March 31 2020 as against Rs.1068.82 Mn at the end of the previous year.

7. Transfer to general reserve:

During the financial year the Company transferred Rs. 34.00 Mn (previous year - Rs.31.00 Mn) to the general reserve which represents 10% of the net profit of the Company.As a result the total amount of general reserve as on March 31 2020 was Rs. 246.09 Mn(previous year - Rs. 212.09 Mn).

8. Dividend:

The Company has not declared or recommended any Dividend during the Financial Year2019-20.

9. Subsidiaries and Branches:

The Company operates internationally through four wholly-owned subsidiaries: a) ExpleoSolutions Pte. Ltd. Singapore (formerly known as SQS BFSI PTE. LTD) b) Expleo SolutionsUK Ltd. UK (formerly known as SQS BFSI UK LTD) c) Expleo Solutions Inc. USA (formerlyknown as SQS BFSI Inc. USA) d) Expleo Solutions FZE UAE (formerly known as SQS BFSIFZE. UAE) The Board of Directors of the Company reviewed the affairs of the wholly ownedsubsidiaries of the Company for the financial year 2019-20. In accordance with Section129(3) of the Companies Act 2013 the Company has prepared the Consolidated FinancialStatements of the Company which forms part of this Annual Report. Further a separatesection on the salient features performance and financial position of each of thesubsidiaries and their contribution to the overall performance of the Company during theperiod under report as prescribed under Section 129(3) of the Companies Act 2013 readwith Rule 5 and Rule 8(1) of Companies (Accounts) Rules 2014 can be found in

Annexure I.

The Audited Annual Accounts and related information of subsidiaries whereverapplicable will be made available to shareholders upon request and will also be availablefor inspection during normal business hours at the registered offi ce of the Company. TheAudited Annual Financial Statements shall also be available on the website of the Company.

The Company has opened a Branch offi ce at Philippines during the year. The Companyalso has Branch offi ces in Belgium and Malaysia.

10. Annual Return:

The extracts of the Annual Return for the financial year ended March 31 2020 asprescribed under Section 92(3) and Section 134(3)(a) of the Companies Act 2013 read withRule 12(1) of Companies (Management and Administration) Rules 2014 is given in AnnexureII.

The same is disclosed on the website of the Companyhttps://expleogroup.com/expleo-solutions/financial/ - AGM and Annual Reports

11. Number of meetings of the Board:

The Board met four times during the financial year. The dates on which the saidmeetings were held are as follows: May 06 2019 July 31 2019 October 31 2019 andJanuary 30 2020.

Further details of the same are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended.

12. Corporate Governance and Management Discussion Analysis Report:

A separate section on Corporate Governance forming part of the Directors' Report andthe certifi cate from the Company's auditors confi rming compliance with CorporateGovernance norms as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended are included in the Annual Report. TheCompany has taken adequate steps for strict compliance with the Corporate Governanceguidelines as amended from time to time. A separate Management Discussion and AnalysisReport is also attached and forms part of this report.

13. Business Responsibility Report:

A separate section on Business Responsibility Report is attached and forms part of thisreport.

14. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section149(7) of the Companies Act 2013 confi rming that they are in compliance with thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended for being an Independent Director of the Company.

15. Policy on Directors' appointment and remuneration:

The Company has a policy in place on Directors' appointment and remuneration includingcriteria for determining qualifi cations positive attributes independence of a Directorand other matters as required under Section 178(3) of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended. There has been no change in the policy since the last financial year. Thedetails of the remuneration policy are covered in the Corporate Governance Report and thesame is disclosed on the website of the Companyhttps://expleogroup.com/Policy_on_Remuneration_of_ Directors_KMPs_and_Sr_Employees/.

16. Particulars of loans guarantees or investments:

The Company has neither given any loan to any person nor given any guarantee orprovided security in connection with a loan to any other body corporate or person oracquired by way of subscription purchase or otherwise the securities of any other bodycorporate. The Company has the following investments in its wholly-owned subsidiaries asspecifi ed under Section 186 of the Companies Act 2013:

Rs. in Millions

Particulars March 31 2020 March 31 2019
Unquoted equity Instruments (in Subsidiaries)
100000 equity shares (Previous year - 100000 equity shares) of SGD 1/- each in Expleo Solutions Pte. Ltd. Singapore (formerly known as SQS BFSI Pte. Ltd. Singapore) 2.66 2.66
3000 equity shares (Previous year - 3000 equity shares) of USD 0.01/- each in Expleo Solutions Inc. USA (formerly known as SQS BFSI Inc. USA) 4.62 4.62
350000 equity shares (Previous year - 350000 equity shares) of GBP 1/- each in Expleo Solutions UK Ltd. UK (formerly known as SQS BFSI UK Ltd. UK) 24.17 24.17
600 equity shares (Previous year - 600 equity shares) of AED 1000/- each in Expleo Solutions FZE. UAE (formerly known as SQS BFSI FZE. UAE) 8.70 8.70

17. Particulars of contracts or arrangements with related parties:

During the year 2019-20 all the contracts and arrangements entered by the Company withrelated parties were on an "arm's length" basis and in the ordinary course ofbusiness. The total value of all the transactions with M/s. Expleo Group (formerly knownas Assystem Technologies Groupe SAS) along with its subsidiaries is above the thresholdlimit of 10% of the previous year consolidated turnover of the Company. These transactionshave been classifi ed as "Material Transactions" as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended. However theaforesaid transactions fall within the limits as approved by the Shareholders in theAnnual General Meeting held on July 26 2018. There are no material signifi cant relatedparty transactions made by the Company with Directors Key Managerial Personnel SeniorManagement Personnel or other designated persons which may have a potential confl ictwith the interests of the Company at large. All related party transactions are placedbefore the Audit Committee and the Board of Directors for their prior approval. In respectof transactions with the wholly-owned subsidiaries which are foreseen and repetitive innature prior omnibus approval of the Audit Committee is obtained on an annual basis. Thetransactions entered pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before theAudit Committee and the Board of Directors for their approval on a quarterly basis. ThePolicy on Materiality of Related Party Transactions as approved by the Board of Directorsis available on the Company's website. The weblink for the same ishttps://expleogroup.com/policy-materiality-of-related-party-transactions/.

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany. The details of contracts or arrangements with related parties entered during theyear are given in a separate annexure to the report in Annexure III.

18. Material changes and commitments if any affecting the financial position of theCompany:

There are no material changes or commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

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

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the Demataccount of the IEPF Authority. During the financial year 2019-20 an amount of Rs.391131/- which was lying in the Final Dividend account pertaining to the year 2011-12and an amount of Rs. 310764/- lying in the Interim Dividend account pertaining to theyear 2012-13 of the Company was transferred to the IEPF on completion of 7 years. Pursuantto proviso to Rule (6) of Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 as amended from time to time wherein the sevenyears period provided under sub-section (5) of Section 124 is completed for unpaid /unclaimed dividends during 2019-20 the Company had transferred 487 Equity Shares to thecredit of IEPF Authority in respect of shareholders who have not claimed their Dividendfor a consecutive period of 7 years. Members who have so far not encashed their dividendwarrant(s) or those yet to claim their dividend amounts may write to the CompanySecretary & Compliance Offi cer / Company's Registrar and Share Transfer Agent (CameoCorporate Services Limited). The details of shareholders in respect of whom the shareswere transferred to IEPF Authority are available in the website and link for the same ishttps://expleogroup.com/ expleo-solutions/corporate-governance/ - Transferred to IEPF.

20. Conservation of energy research and development technology absorption foreignexchange earnings and out go:

(A) Conservation of energy:

(i) The steps taken that impact conservation of energy: The Company always activelypromotes eco-friendly and go-green initiatives. The Company continues to work on reducingits carbon footprint energy conservation and usage of alternative energy whereverpossible. The Company continues to deploy adequate measures to conserve energy by usingless power consuming USFF based computers and deploying of LEDs for perimeter lighting inthe MEPZ premise. The Company is also in the process of optimizing lighting equipmentresulting in overall reduction of light bulbs and conversion to LED bulbs. VRF basedAir-conditioning and sensor based lighting in all cabins and meeting rooms has significantly reduced the electricity consumption and also the carbon footprint. As a part ofgo-green initiatives trees the Company continues to plant new trees in the Madras ExportProcessing Zone (MEPZ) facility to commemorate any signifi cant event in the organisationlike a customer visit or retirement of an employee.

(ii) Steps taken by the Company for utilizing alternate sources of energy: TheCompany's registered offi ce is located in a tech park wherein close to 80% of the energyconsumed is being sourced from the grid using wind turbines thus promoting ‘GreenEnergy'.

(iii) Capital investment on energy conservation equipment: Nil

(B) Research & Development and Technology absorption:

(i) The Company has signifi cantly grown its digital skills. It is developing atechnology hub in India called "Digital Labs" which helps customers in theirdigital transformation projects such as DevOps Continuous Integration & Deployment(CI/CD) Infrastructure as Code (IaC) Performance Engineering Security Engineering andRobotic Process Automation (RPA) Internet of Things (IoT) and Robotics. The Company isleading the efforts of group in transforming its workforce into Digital by focusingclearly on the futuristic technologies and methodologies.

(ii) The Company's focus on innovative and intelligent test automation yielded inresearching and developing an accelerator called Auto-Q BA which packs automatic datageneration automatic script generation for REST API test suites and orchestrateddistributed execution. This Auto-Q BA accelerator is undergoing fi t for purposevalidation in two customer projects - one for a large nationalized bank in Ireland and theother for a large PLM customer based in Germany.

(iii) The Company's R&D focus on data analytics and data sciences resulted inwinning a landmark BIG Data analytics project with RBI. The Company has also hired datascientists to meet the growing needs in this focus area.

(iv) The Company's focus on Robotic Process Automation (RPA) is growing with multipleprojects. The Company has successfully completed a Python AI/ML based PoC for a leadingbank in the Philippines for predicting the customer risk when onboarding them into the RPAsolution. To broaden its reach the Company has partnered with EdgeVerve and is investingin its marketing outreach program.

(v) The Company has hired a Senior Development Manager in Chennai to strengthen itssoftware development and R&D focus. It has successfully completed a number ofdevelopment projects in MEAN and MERN full stack development technologies. The Company hasquickly scaled up its development team to 40 members.

(vi) The Company has developed newer cutting-edge technological skills in NVIDIA CUDAOpenCV Deep Learning Machine Learning Data Analytics with Python and R programminglanguage and also in connected cars Robotics and IoT (internet of things) and ROS(Robotic Operating System). The Company has been developing a service robot to show caseits skills and train people in this area. The focus has yielded in approaching testautomation from AI perspective in auto learning objects auto generating test data andintroducing a step change in test automation by making the computer fill forms and respondto computers just like humans do by correcting the fi eld data entry by readinginterpreting and responding to the warning and error messages emitted by the system undertest.

(vii) The Company is focussing on low-code / no-code development significantly and hasbeen working successfully with a partner – Neutrinos. co This has resulted inmultiple Neutrinos implementation projects for a growing insurance company in South Africaand Neutrinos product development in Bengaluru. We have so far produced 10 Neutrinoscertified professional developers from Expleo Solutions Ltd including a Lead Architect.

(viii) The Company has completely moved to Offi ce 365 based Video Conferencing systemsand most meetings are held on VC thereby reducing travel costs and need for people to bephysically together for any discussions.

(ix) The procurement system continuously ensures cost effective purchases of thehardware more through local vendors thereby reducing imports dependency. Where requiredthe Company also imports servers switches and other hardware products and using foreigncurrency from out of its Exchange Earners' Foreign Currency (EEFC) accounts.

(x) There has been no import of technology during the last three financial years.

(C) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual infl ows was Rs. 1583.20 MnForeign exchange outgo during the year in terms of actual outfl ows was Rs. 469.14 Mn.

The current year infl ows and outfl ows are in terms of the movement of funds into andoutside India in foreign currency.

21. Risk management:

The Company is committed to effectively manage its operational financial and otherrisks with a view to achieve a balance between acceptable levels of risk and reward. TheCompany has a policy on risk assessment and minimization procedures which describes therisk management methodology structures and systems involving personnel at all levels ofthe Company to manage various business uncertainties and to enable arriving at the rightdecisions pertaining to all business divisions and corporate functions. Risk Management inthe Company includes identifi cation assessment monitoring and mitigation of variousrisks through a comprehensively evolved process over the years. This includes:

• Quarterly internal audits by an independent fi rm;

• Regular process compliance audits for ISO 9001 and ISO 27001 standards;

• Periodic audits of compliance to other regulatory frameworks;

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

• Annual sales planning with monthly/periodic monitoring;

• Annual perspective and strategic planning exercise with yearly update;

• A conservative approach in planning funding requirements.

The Company has developed over the last few years a comprehensive internal financialcontrol processes and procedures that could effectively mitigate the overallorganizational risks. These processes and controls form part of review verifi cation andimprovement by its internal audit and process teams as detailed in the followingsection.

22. Adequacy of Internal Financial Controls:

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorised recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofInternal Financial Controls.

An extensive programme of internal audits and management reviews supplement the processof Internal Financial Control framework. Properly documented policies guidelines andprocedures are laid down for this purpose. The Internal Financial Control framework hasbeen designed to ensure that the financial and other records are reliable for preparingfinancial and other statements and for maintaining accountability of assets. In additionthe Company has identifi ed and documented the risks and controls for each process thatlinks to the financial operations and reporting.

The Company also has an Audit Committee comprising of 3 (Three) Directors whointeract with the Statutory Auditors Internal Auditors and Management in dealing withmatters within its terms of reference. This Committee mainly deals with accountingmatters financial reporting and internal controls. The frame work for the InternalFinancial Controls was made by:

• Defi ning controls governance and standards which includes policies andprocedures organizational structures and performance objectives;

• Establishing control designs which includes roles and responsibilities riskidentifi cation and capacity to deliver business objectives;

• Evolving controls including control systems and improvements;

• Compliance and control monitoring through internal resource or through audit ora combination of both.

The internal audit team along with the process team monitors and evaluates the efficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit corrective actions if any in the respective areas are undertaken andcontrols strengthened. Signifi cant audit observations and responses/corrective actionsif any are presented to the Audit Committee of the Board. During the year review ofInternal Financial Control (IFC) has been carried out by the Statutory Auditors and theirreport thereat annexed as part of Independent Auditor's Report.

23. Corporate Social Responsibility:

Expleo Group's Corporate Social Responsibility (CSR) vision is to be a company that iscommitted to the major societal issues of the time. The Company's approach refl ects itsprinciples & values and has ambitious targets that are meaningful and create value forall stakeholders.

Through its Corporate Social Responsibility ("CSR") initiatives ExpleoSolutions Limited focuses on the promotion of education to differently abled and the underprivileged. This support extends in the form of infrastructure support for the educationin rural areas creating awareness and raising the scientifi c tempo in underprivilegedcommunities providing digital class room environment in rural areas and supportingchildren with learning disabilities in government schools. Apart from education theCompany also contributes to promoting a clean and green environment. To support nationalpriorities the Company also contributes to the Prime Minister Relief Fund. During March2020 the Company contributed to Prime Minister's Citizen Assistance and Relief inEmergency Situations Fund' (PM CARES Fund) to support the Central Government in the fi ghtagainst the Covid-19 pandemic. During the financial year 2020-21 the support was alsoextended to the Corporations of Chennai and Mumbai by providing three layered face masksand Personal Protective Suit to be used by doctors and other frontline workers.

During the year the Company engaged in the following projects:

i. Supporting the education of the differently abled:

Expleo continues its association with Vidya Sagar Kotturpuram an organisationcommitted to supporting the differently abled by contributing to their High SchoolProject and the Sadya. The High School Project supports providing physiotherapy speechalternative and augmentative communication training to the differently abled children andhelps them to enrol into the National Institute of Open Schooling (NIOS) to write their 10thand 12th exams. It also helps them to acquire functional skills and life skillsthereby enabling them to get opportunities to explore vocations.

Employees are encouraged to participate in all the CSR activities. For Vidya Sagar theCompany contributesmonthlyasumequaltothecontribution by the employees. Sadya is an intercorporate event completely managed by volunteers and all the funds raised will be utilisedfor the projects of Vidya Sagar. Different corporates participated in the event whichshall consist of adventure sports like scaling a 50 foot wall to rapid rappelling trickyobstacle courses blind folded tent pitching Pythagoras and water games. The event wouldbe a good team building activity. During the year the following awards were won by theExpleons:

1) Runners up;

2) Best Sportswoman; and

3) Best Sportsman.

ii. Create awareness and raise the Scientifi c tempo in underprivileged communities:

a) Contribution to Agastya International - Tech La Bike project Mumbai:

Expleo has been partnering with Agastya International foundation by contribution toTech La Bike project for the fourth consecutive year. For the last three years theproject was conducted at Chitoor Palamner and Tirupati. The Company has now taken up thisproject at Powai and Navi Mumbai.

This Project helps in increased access to practical hands-on Science digital literacyfor economically disadvantaged government school children. This initiative helps to sparkcuriosity creativity and build leadership among underprivileged children.

It also supplements the Government School system with experiential science learninglinked to the school syllabus.

b) Create Science Centre to target Economically underprivileged group within Chennai:

A science centre has been set up at the Jaigopal Garodia Government Girls' HSC SchoolVirugambakkam and Jaigopal Garodia Government Girls' Higher Secondary School ChoolaimeduChennai to increase access to practical hands-on Science education for economicallydisadvantaged government school children. It not only sparks curiosity creativity andbuild leadership among underprivileged children but also supplements government schoolsystem with experiential science learning linked to school syllabus. An instructor isappointed permanently at the school as part of this project.

iii. Digital Education for underprivileged children – Through eVidyaloka:

The Company has contributed for setting up of digital classroom in government school inArasoor Village Thiruvannamalai District. This project connects volunteer teachers tochildren in remote villages of India which thus works as a digital classroom. They teacha group of government school students sharing their knowledge and experience to thechildren. This creates interest amongst children to attend school and increases retention.Along with syllabus the teachers also help the children acquire a vast knowledgeincluding the role of technology in today's fast paced life. The project helps rural Indiato get ready for rural skilling. The online classes support a total of 60 childrenstudying in 5th to 8th grade in the government school at Arasoor.

iv. Providing a Clean and Green Environment through SankalpTaru:

The Company has continued its tree plantation activity this year with the activeparticipation of its employees with the theme "Let them Live" – a pledgetowards planting and protecting trees for a healthier happier and cleaner plant. Around900 trees have been planted at Mamallapuram at a denuded area of land belonging topanchayat as part of community based plantation programme. A drip irrigation is followedto ensure the survival of trees. We have also contributed for planting fruit bearing andmedicinal trees in and around Mumbai which not only promotes a greener environment butalso support the livelihood of farmers as well.

v. Addressing the learning disabilities in the Children studying in Government Schoolthrough C.P.R. Environmental Education Centre:

This Project involves identifi cation of children with learning disabilities ingovernment schools and providing them with proper support so that they are able to joinback the main stream schools. The project involves distribution of books to parents andteachers which help them to identify the disability organizing workshops for primaryschool teachers and educating them to identify learning problems and disabilities andconducting a capacity enhancement program for the identifi ed child which will be taken upwith the help of a Psychologist Counselor and Special Educator. The details about thepolicy developed and implemented by the Company on Corporate Social Responsibility andinitiatives taken during the year are given in Annexure IV as required underCompanies (Corporate Social Responsibility Policy) Rules 2014.

24. Composition and Recommendation of Audit Committee:

The Audit Committee of the Company has been constituted in line with the provisions ofSection 177 of Companies Act 2013 read with Regulation 18 of the SEBI (ListingObligations Disclosure Requirements) Regulations 2015. The members of the Audit Committeeare as follows:

1) Prof. K. Kumar Chairman

2) Prof. S. Rajagopalan Member

3) Mr. Rajiv Kuchhal Member

4) Mr. Ren Gawron Member (upto October 14 2019) During the year all therecommendations of the Audit Committee were accepted by the Board.

25. Vigil mechanism:

The Company has formulated and adopted a vigil mechanism for employees to reportgenuine unethical and improper practices or any other wrongful conduct in the Company tothe Chairman of the Audit Committee. The Policy provides opportunities for employees toaccess the Audit Committee in good faith if they observe unethical and improperpractices. The Whistle Blower Policy of the Company is available on the website of theCompany. The link for the same is https://expleogroup. com/whistle-blower-policy/.

26. Directors' Responsibility Statement as required under Section 134(5) of theCompanies Act 2013:

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confi rm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) Accounting policies have been selected and applied consistently; made judgments andestimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period;

c) Proper and suffi cient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act to safeguard the assets of theCompany to prevent and detect fraud and other irregularities;

d) Annual accounts were prepared on a going concern basis;

e) Internal Financial Controls were laid down by the Company and that such internalfinancial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

27. Board evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended the Board of Directors of theCompany in their meeting held on May 28 2020 evaluated its own performance that of itscommittees and individual directors including Independent Directors. No Directorparticipated in his / her own evaluation. The Independent Directors reviewed theperformance of the Non-Independent Directors Chairman and the Board at a separate meetingof Independent Directors held on January 30 2020. The Board of Directors were evaluatedon various criteria including attendance participation in board meetings theirinvolvement by way of providing advice guidance suggestions on the business front andthe willingness and commitment to devote the time necessary to fulfi l his/her duties.

The Independent Directors were also evaluated based on the performance professionalconduct roles and duties as specifi ed in Schedule IV to the Companies Act 2013 andbased on the fulfi lment of the Independent Director criteria as specifi ed in Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theevaluation of the Board as a whole was based on composition and statutory complianceunderstanding of business risks adherence to process and procedures; overseeingmanagement's procedures for enforcing the organization's code of conduct ensuring thatvarious policies including the whistle blower policy of the Company were in force andactions were taken as appropriate. The Board of Directors is of the opinion that theIndependent Directors re-appointed during the year possess integrity expertise andexperience (including the profi ciency).

28. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors while deciding upon the payments to be made to the non-executive directors have considered the followingcriteria for making payments to non-executive directors:

• Performance of the Company

• Maintenance of independence & adherence to Corporate Governance

• Contributions during the meeting and guidance to the Board on important policymatters of the Company

• Active participation in strategic decision making and informal interaction withthe management

29. Familiarization programs:

The Company has a familiarization program for Independent Directors pursuant toRegulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended. The aim of the familiarization program is to provide theIndependent Directors insights into the Company to enable them to understand the Company'sbusiness in depth and contribute signifi cantly to the Company. The overview of thefamiliarization process and details of the familiarization programs imparted to theIndependent Directors have been updated on the Company's website athttps://expleogroup.com/wp-content/uploads/2020/05/Details-Familiarisation-Programmes-for-Independent-Directors.pdf

30. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended a policy for determining materialsubsidiaries has been formulated by the Company. The same is updated on the Company'swebsite at https://expleogroup.com/wp-content/uploads/2020/03/Policy-Determining-Material-Subsidiaries.pdf and also dealt with elsewhere in the AnnualReport.

31. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended a statement containing the names of top ten employees in terms ofremuneration drawn during the financial year and that of every employee employedthroughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or moreper annum or employed for part of the financial year and in receipt of Rs. 8.50 lakhs permonth is annexed and forms part of this Report in Annexure V A and the ratioof remuneration of each director to that of median employees' remuneration as per Section197 (12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended forms part of this Reportin Annexure V B.

32. Directors & Key Managerial Personnel:

Mr. Ren Gawron (DIN - 06744645) resigned as Chairman and Non-Executive Director ofthe Company with effect from October 15 2019 due to personal reasons. The Board recordedthe appreciation for the services rendered by Mr. Ren Gawron during his tenure as aChairman of the Board of Directors (Non-Executive) of the Company.

Ms. Lilian Jessie Paul (DIN - 02864506) was re-appointed as Independent Director witheffect from October 30 2019 for a further period of 5 years. Mr. Martin Hodgson (DIN -08720176) has been appointed as Additional Director (Non-Executive) of the Company witheffect from April 09 2020 by the Board of Directors and he shall hold offi ce up to thedate of the ensuing Annual General Meeting.

33. Public deposits:

The Company has not accepted or renewed any public deposits and as such no amount ofprincipal or interest was outstanding as on the Balance Sheet date.

34. Statutory Auditors:

M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai are the StatutoryAuditors of the Company. They were appointed in the 19th Annual General Meetingand will hold offi ce till the conclusion of 24th Annual General Meeting of theCompany. The report issued by the Auditors to the members for the financial year endedMarch 31 2020 does not contain any qualifi cation reservation or adverse remark ordisclaimer. There were no frauds reported by auditors under sub-section (12) of Section143.

35. Maintenance of Cost Records:

The maintenance of cost records as specifi ed by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 does not apply to the Company.

36. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. M.Alagar & Associates Practicing Company Secretaries COP No.8196 as the SecretarialAuditor of the Company in the Board Meeting held on May 06 2019 for the financial year2019-20. The Secretarial Audit Report issued by M/s. M. Alagar & Associates is annexedand forms part of this Report in Annexure VI. The Secretarial Audit Report does notcontain any reservation or adverse remark for the year under review. Further the Companycomplies with the mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) and notifi ed by Ministry of Corporate Affairs (MCA).

37. Signifi cant and Material orders passed by the regulators courts or tribunals:

There are no signifi cant and material orders passed by the regulators or courts ortribunals that may have an impact for the Company as a going concern and/or Company'soperations.

38. Human potential:

The Company emphasizes the importance of helping its people achieve their maximumpotential in all aspects of their functioning. The Company maintains a strong learningculture and provide a wide range of opportunities for employees to learn develop andprogress in their careers. The programs conducted under various learning categories arementioned below: Technology: The Company majorly focuses on technical skills suchas Java Performance Engineering Appium Security Structured Query Language and Pythonetc.

Domain and Domain products: The Company conducted Guidewire FinAstra Bankingpayments Cards Treasury and Capital Markets Insurance and other domain relatedtrainings.

Testing: The Company conducted programs such as Extract Transform Load (ETL)Testing Test Automation Test Methodology and Security Testing etc.

Tools: Programs on Selenium Robotic Process Automation The Topology andOrchestration Specifi cation for Cloud Applications (TOSCA) and JIRA bug tracking toolwere conducted to sharpen employee knowledge on latest tools.

Process Methodologies: The Company conducted programs such as Agile/ ScrumAccelerated Agile Kanban and Agile Design Thinking.

Leadership skills: To enhance leadership skills we offered Management DevelopmentProgram Customer Relationship Management and Strategic Management programs.

Soft Skills: To improve customer experience we conducted trainings on soft skillssuch as email etiquette presentation skills listening skills and other suchcompetencies.

Apart from focused trainings on the above listed areas the Company has also undertakenvarious Technology Transformation initiatives like: Technical Upskilling FinTech QuizExpert Connect Sessions and iShare (Knowledge Sharing Session) These initiatives havehelped the Company boost its average learning hours to 43 that exceeds the industry normof 40 hours. The Company has developed a strong internal pool of facilitators and 70% ofits trainings were conducted by internal trainers. It has also conducted a "Trainthe Trainer" workshop and have a Rewards and Recognition program for StarFacilitators. The Company encouraged its associates to pursue key certifi cations relevantto its business like International Software Testing Qualifi cations Board (ISTQB) AgileExtension Certifi ed Ethical Hacker (CEH) Topology and Orchestration Specifi cation forCloud Applications (TOSCA) Robotic Process Automation (RPA) Project ManagementProfessional (PMP) and NSE ACADEMY'S Certifi cation in Financial Markets (NCFM) /National Institute of Securities Markets (NISM). The Company's key focus during the yearwas Quality Assurance (QA) – Quality Engineer (QE) enablement. It has trained morethan 700 unique associates on Quality Engineer enablement curriculum and more than 250associates on Quality Engineer advanced curriculum. For the financial year 2020-21 itsemphasis would be on areas such as DevOps Low Code No Code platforms Quality Engineerand Test and process automation.

39. Quality Technology and Systems:

The Company has established a Compliance Frameworkwhichfollowsaphasedapproachstartingwithestablishing Legal Contractual and Securityrequirements to be complied with internal communication and creating awareness onrequirements integration of requirements with existing security and process framework forongoing compliance monitoring and audit for ensuring compliance periodic assessment ofmaturing level of compliance processes and reporting and improvement of securityframework. The compliance framework has been independently assessed and certifi ed byexternal certifi cation bodies on an annual basis.

ISO 9001: 2015 (Quality Management System) & ISO 27001:2013 (Information SecurityManagement System) All offshore testing centers of the Company are certifi ed for QualityManagement System (ISO 9001: 2015) and Information Security Management System (ISO 27001:2013).

The Company promote the adoption of a process approach when developing implementingand improving the effectiveness of a quality management system to enhance customersatisfaction by meeting customer requirements. The process approach involves thesystematic defi nition and management of processes and their interactions to achieve theintended results in accordance with the quality policy and strategic direction of the TopManagement. The Company adopts various forms of improvement in addition to correction andcontinual improvement such as breakthrough change innovation and re-organization.

Information security in the Company is achieved by implementing a suitable set ofcontrols including policies processes procedures organizational structures andsoftware and hardware functions. These controls are established implemented monitoredreviewed and improved to ensure that the specifi c security and business objectives ofthe organization are met. The Company has adopted ISO 27001 an International Standard forestablishing implementing maintaining and continually improving an information securitymanagement system. The adoption of an information security management system is astrategic decision for anorganization.Theestablishmentandimplementation of anorganization's information security management system is infl uenced by the organization'sneeds and objectives security requirements the organizational processes used and thesize and structure of the organization. The information security management system inExpleo Solutions preserves the confi dentiality integrity and availability of informationby applying a risk management process and gives confi dence to interested parties thatrisks are adequately managed. The information security management system is integratedwith the organization's processes and overall management structure and informationsecurity is considered in the design of processes information systems and controls. SSAE18 (Statement on Standards for Attestation Engagements)/ISAE 3402 (the InternationalStandard on Assurance Engagements):

The offshore TCoE (Testing Centre of Excellence) of the Company in Chennai is compliantwith ISAE 3402 (the International Standard on Assurance Engagements) and SSAE 18(Statement on Standards for Attestation Engagements). SSAE 18/ ISAE 3402 is an independentassessment report that provides the confi dence on control procedures adequacy andreasonable assurance in the Company's service delivery and information security dataprivacy related controls. SSAE 18 is more relevant for the US market while ISAE 3402 isrelevant for the rest of the World. This report has been prepared to provide informationon the Application Testing services and related General Computer Controls for the servicesprovided to Clients by the Company. The assessment report illustrates the positive effectsof properly functioning and articulated control environment to an organization's seniormanagement and our clients. PCI-DSS (Payment Card Industry Data Security Standard):DataprotectioniscriticalfortheCompanyinmaintaining its services to clients. The Company isalso compliant with PCI-DSS (Worldwide Data security standard defi ned by the PaymentCard Industry Security Standards Council) which ensures data security and reduces the riskof data breaches. The Company adopted PCI DSS to meet the customer requirement specifi cto Cards domain. The Company has designed and implemented technical and operationalcontrols to protect cardholder data. The Company not only implemented a minimum set ofrequirements for protecting cardholder data but also deployed additional controls andpractices to further mitigate risks and to address local regional and sector laws andregulations. These controls also address the legislation or regulatory requirements onprotection of personally identifi able information or other data elements.

General Data Protection Regulation:

Data Protection is a major concern for organizations worldwide. The focus is on securehandling of data to ensure privacy of customer data and that of corporate data. When itcomes to privacy different countries have enacted laws to deal with Data Protection andData Privacy. The European Union (EU) views privacy of personal information as afundamental right and with the introduction of General Data Protection Regulation (GDPR)in 2018 EU has given people more control over their personal data. The United States hassector specifi c laws on privacy of customer data such as health information andfinancial information. The Company with its global reach and client base is expected toadhere to various such data privacy compliance requirements. The Company has designed andimplemented a GDPR framework for protecting the Privacy related information provided byits customers from engagement till closure of services. As part of the GDPR framework theCompany ensures that the Contractual obligations with respect to protection of data areadhered through implementation of technical and organizational measures.

40. Disclosure as required under Section 22 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

The Company has a Policy on Sexual Harassment Prevention in place and has dulyconstituted the Internal Complaints Committee (ICC) in line with the requirements of"The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013". The ICC has been set up to redress any complaints received regardingsexual harassment. All employees are covered under this policy. There was one complaintreceived and resolved during the year.

41. Listing fees:

The Company confi rms that it has paid the annual listing fees for the financial year2020-21 to both National Stock Exchange of India Limited and BSE Limited.

42. Acknowledgments:

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

The Company thanks the Government of India particularly the Ministry of Communicationand Information Technology the Ministry of Commerce the Ministry of Finance theMinistry of Corporate Affairs the Customs and Excise Departments the Income TaxDepartment the Reserve Bank of India the State Governments Madras Export ProcessingZone (MEPZ) and other government agencies for their support and look forward to theircontinued support in the future. The Company also thanks the Governments of variouscountries where we have operations. The Directors also wish to place on record theirappreciation of business constituents like SEBI NSE BSE NSDL CDSL etc. for theircontinued support for the growth of the Company. The Directors also thank investors fortheir continued faith in the Company.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31 2020

[Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L64202TN1998PLC066604
Registration Date June 08 1998
Name of the Company Expleo Solutions Limited
(formerly known as SQS India BFSI Limited)
Category / Sub-Category of the Company Company Limited by Shares / Indian Non-Government
Company
Address of the Registered offi ce and contact details 6A Sixth Floor Prince Infocity II 283/3 & 283/4
Rajiv Gandhi Salai (OMR) Kandanchavadi
Chennai – 600 096. Ph.+91 44 4392 3200
Website: https://expleosolutions.com
Whether listed company Yes / No Yes
Name Address and Contact details of Registrar and Cameo Corporate Services Limited
Transfer Agent if any "Subramanian Building" V Floor #1 Club House Road
Chennai - 600 002.
Ph. +91 44 2846 0390; Email: cameo@cameoindia.com
Website: www.cameoindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 SOFTWARE TESTING SERVICE 62011 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl.N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN /UIN HOLDING/ SUBSIDIARY/ % of shares Applicable Section
ASSOCIATE held
1 Expleo Technology Germany GmbH (formerly known as Expleo Technology Germany AG) Stollwerckstrasse 11 51149 Cologne Germany Amtsgericht Kln HRB 12764 Holding 56.17% 2(46)
2 Expleo Solutions Pte. Ltd. Singapore (formerly known as SQS BFSI Pte. Ltd. Singapore) North Bridge #19-04/05 High Street Centre Singapore 179094 MAWAZ20020072 Subsidiary 100% 2(87)
3 Expleo Solutions Inc. USA (formerly known as SQS BFSI3 Inc. USA) SBS Centre Offi ce No.38 3rd Floor 500 Mamaroneck Avenue Suite 320 Harrison New York 10528 USA MAWAZ20030150 Subsidiary 100% 2(87)
4 Expleo Solutions UK Ltd. UK (formerly known as SQS BFSI3 UK Ltd. UK) 7-11 Moorgate London EC2R 6AF United Kingdom. MAWAZ20100903 Subsidiary 100% 2(87)
5 Expleo Solutions FZE UAE (formerly known as SQS BFSI3 FZE UAE) P.O Box no 50989 Harmiyah Free Zone Sharjah UAE MAWAZ20120523 Subsidiary 100% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
CATE- GORY CODE CATEGORY OF SHAREHOLDER Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
(A) PROMOTER AND
PROMOTER
GROUP
(1) INDIAN
(a) Individual /HUF - - - - - - - - -
(b) Central Government/ State Government(s) - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Financial Institutions / Banks - - - - - - - - -
(e) Others - - - - - - - - -
Sub-Total A(1) : - - - - - - - - -
(2) FOREIGN
(a) Individuals - - - - - - - - -
(NRIs/Foreign Individuals)
(b) Bodies Corporate 5758804 - 5758804 53.75% 5758804 - 5758804 56.17% 2.42%
(c) Institutions - - - - - - - - -
(d) Qualifi ed Foreign - - - - - - - - -
Investor (e) Others - - - - - - - - -
Sub-Total A(2) : 5758804 - 5758804 53.75% 5758804 - 5758804 56.17% 2.42%
Total A=A(1)+A(2) 5758804 - 5758804 53.75% 5758804 - 5758804 56.17% 2.42%
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds / UTI - - - - - - - - -
(b) Financial Institu- tions /Banks 9170 - 9170 0.09% - - - - -0.09%
(c) Central Govern- ment / State Government(s) - - - - - - - - -
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies - - - - - - - - -
(f) Foreign Portfolio Investors 39 - 39 0.00% - - - - 0.00%
(g) Foreign Venture Capital Investors - - - - - - - - -

 

(h) Qualifi ed - - - - - - - - -
Foreign Investor
(i) Others - - - - - - - - -
Sub-Total B(1) : 9209 - 9209 0.09% - - - - -0.09%
(2) NON-
INSTITUTIONS
(a) Bodies 755796 - 755796 7.05% 810532 - 810532 7.91% 0.85%
Corporate
(b) Individuals
(i) Individuals holding nominal share capital upto Rs.1 lakh 2152100 4 2152104 20.09% 2064225 4 2064229 20.13% 0.05%
(ii) Individuals holding nominal share capital in excess of Rs.1 lakh 1442254 - 1442254 13.46% 1134752 - 1134752 11.07% -2.39%
(c) Others Clearing members 4396 - 4396 0.04% 11735 - 11735 0.11% 0.07%
Non Resident 195216 - 195216 1.82% 97389 - 97389 0.95% -0.87%
Indians
Non Resident 160140 - 160140 1.49% 179862 - 179862 1.75% 0.26%
Indian Non
Repatriable
Trust - - - - - - - - -
Director or 79692 - 79692 0.74% 70855 - 70855 0.69% -0.05%
Director's Relatives
HUF 152328 - 152328 1.42% 120448 - 120448 1.17% -0.25%
IEPF 3442 - 3442 0.03% 3879 - 3879 0.04% 0.01%
Non Banking - - - - - - - - -
Financial
Institutions
(d) Qualifi ed - - - - - - - - -
Foreign Investor
Sub-Total B(2) : 4945364 4 4945368 46.16% 4493677 4 4493681 43.83% -2.33%
Total B=B(1)+B(2) : 4954573 4 4954577 46.25% 4493677 4 4493681 43.83% -2.42%
Total (A+B) : 10713377 4 10713381 100.00% 10252481 4 10252485 100.00% 0.00%

 

(C) SHARES HELD
BY CUSTODIANS
AGAINST WHICH
DEPOSITORY
RECEIPTS HAVE
BEEN ISSUED
(1) Promoter and - - - - - - - - -
Promoter Group
(2) Public - - - - - - - - -
GRAND TOTAL 10713377 4 10713381 100% 10252481 4 10252485 100% -
(A+B+C) :

ii) Shareholding of Promoters

Shareholding at the beginning of the year

Share holding at the end of the year

Sl No. Shareholder's Name No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Expleo Technology Germany GmbH (formerly known as Expleo Technology Germany AG) 5758804 53.75 - 5758804 56.17 - 2.42
TOTAL 5758804 53.75 - 5758804 56.17 - 2.42

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sl No. Particulars No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
1 At the beginning of the year 5758804 53.75 - -
2 Increase in the percentage of shareholding during the year due to Promoter not participating in Buyback of Shares - 2.42 - 56.17
3 At the end of the year 5758804 56.17 - -

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Share holding at the end of the year

Sl No. Shareholder's Name No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
1 Rajasthan Global Securities Private Limited 403463 3.77% 463724 4.52%
2 Kalpraj Damji Dharamshi 175000 1.63% 152150 1.48%
3 Hemang Raichand Dharamshi 150000 1.40% 130415 1.27%
4 Nihar Nandan Nilekani 90134 0.84% 88366 0.86%
5 Ravindra Raichand Dharamshi 100000 0.93% 86943 0.85%
6 Axis Securites Limited 2610 0.02% 81004 0.79%
7 Suchithra E T 57256 0.53% 60967 0.59%
8 Zaki Abbas Nasser 55000 0.51% 60000 0.59%
9 Aparna Jain 108000 1.01% 57000 0.56%
10 Harsha Hemang Dharamshi 65000 0.61% 56513 0.55%

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sl No. Shareholding of Directors No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
Mr. Rajiv Kuchhal - -
1 At the beginning of the year 67692 0.63 - -
2 Decrease - Shares tendered in Buyback - 21 June 2019 8837 0.08 58855 0.57
3 At the end of the year 58855 0.57 - -
Prof. S. Rajagopalan - -
1 At the beginning of the year 1000 0.01 - -
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No change during the year - -
3 At the end of the year 1000 0.01 - -
Prof. K. Kumar - -
1 At the beginning of the year 11000 0.10 - -
2 Increase in the percentage of shareholding during the year Due not participating in Buyback of Shares - 0.005 11000 0.11
3 At the end of the year 11000 0.11 - -

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sl No. Shareholding of Directors Other Directors No. of Shares % of total Shares of the company No. of Shares - % of total Shares of the company -
None of the other directors holds shares in the Company
Date wise Increase / Decrease in Share holding during the year specifying the 2 reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) None of the other directors holds shares in the Company
3 At the end of the year None of the other directors holds shares in the Company

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sl No. Shareholding of KMP No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
Mr. Phani Tangirala Senior Director - BFSI
Appointed as KMP w.e.f. April 01 2019
1 At the beginning of the year 17320 0.16 - -
2 Increase in the percentage of shareholding during the year Due not participating in - 0.01 17320 0.17
Buyback of Shares
3 At the end of the year 17320 0.17 - -
Mr. S. Sampath Kumar Company Secretary & Compliance Officer
1 At the beginning of the year 5 - - -
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No change during the year - -
3 At the end of the year 5 - - -
Other KMPs
1 At the beginning of the year None of the other KMPs hold shares in the Company
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) None of the other KMPs hold shares in the Company
3 At the end of the year None of the other KMPs hold shares in the Company

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Rs. In Millions

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Rs. In Millions

Sl. No. Particulars of Remuneration Mr. Balaji Viswanathan MD & CEO
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 12.92
(b) Value of perquisites under Section 17(2) Income Tax Act 1961 -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 -
2 Stock Options -
3 Sweat Equity -
4 Commission -
- as % of profit -
- others specify…. -
5 Others please specify -
i. Deferred bonus (pertaining to the current Financial Year payable in 2018) -
ii. Retirals -
iii. Others (incentives)## 3.39
Total (A) 16.31

## provision made in the books for which payment will be made during the FY 2020-21

B. Remuneration to other Directors:

Rs. In Millions

Independent Directors Prof. K. Kumar Prof. S. Rajagopalan Mr. Rajiv Kuchhal Mr. Ulrich Bumer Ms. Lilian Jessie Paul Total Amount
Fee for attending Board / 0.50 0.42 0.36 0.06 0.26 1.60
Committee Meetings
-Commission** 0.90 0.90 0.90 0.90 0.90 4.50
-Others Please Specify - - - - - -
Total (1) 1.40 1.32 1.26 0.96 1.16 6.10
Other Non Executive Directors: Nil
Fee for attending Board / Committee Meetings
-Commission**
-Others Please Specify -
Total (2) -
Total (B) = (1)+ (2) 6.10

** provision made in the books for which payment will be made during the FY 2020-21

C. Remuneration to Key Managerial personnel other than MD/Manager/WTD:

Rs. In Millions

SI No. Particulars of Remuneration Mr. S. Sampath Kumar Company Secretary & Compliance Offi cer Mr. Desikan Narayanan Chief Financial Offi cer Mr. Phani Tangirala Senior Director – BFSI KMP w.e.f. 01 April 2019
1 Gross Salary
(a) Salary as per provisions contained in Section 17 (1) of the Income Tax Act 1961 2.93 5.40 9.56
(b) Value of perquisites under Section 17 (2) Income Tax Act 1961 - - -
(c) Profits in lieu of salary under Section 17 (3) Income Tax Act 1961 - - -
2 Stock Options - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others specify… - - -
5 Others please specify - - -
i. Deferred bonus (pertaining to the current Financial year payable in 2018) - - -
ii. Retirals - - -
iii. Others (incentives)## 0.27 1.20 0.52
Total (A) 3.20 6.60 10.08

## provision made in the books for which payment will be made during the FY 2020-21

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give details)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

.