Datamatics Global Services Ltd

ALumina Datamatics Limited entered into the Share Purchase Agreement, Shareholders Agreement and other agreements ("Definitive Agreements") on December 09, 2024 to acquire 100% of the shareholding of TNQ Tech 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, on December 31, 2024 Lumina Datamatics Limited has acquired 80% stake in TNQ Tech Private Limited and it became subsidiary of Lumina Datamatics Limited.

The Company has the following overseas subsidiaries (including the step-down subsidiaries) as on March 31, 2025:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Robotics Software Inc. (US)

3. Datamatics Infotech Limited (UK)

4. Datamatics Global Services Pty Limited (Australia)

5. Datamatics Global Technologies Limited (Mauritius)*

6. Datamatics Global Technologies AG (Switzerland)

7. Datamatics Global Services FZ-LLC (Dubai)

8. Datamatics Technologies FZ-LLC (UAE)

9 Datamatics Global Services Corp. (Philippines)

10. Datamatics Global Services BV (Netherlands)**

11. Lumina Datamatics Inc. (US)

12. Lumina Datamatics GmbH (Germany)

13. Lumina Datamatics UK Limited

14. Lumina Datamatics Corp (Philippines)

15. Sunrise Setting Limited (UK)

16. Diacritech Inc.

17 RJ Globus, Inc. (US)***

18. Dextara Digital (UK) Private LimitedA

19 Dextara Digital (USA) Inc.A*

20. Datamatics Global Services L.L.C-FZaa

*Datamatics Global Technologies Private Limited (Mauritius) dissolved w.e.f. 02-12-2024.

**Datamatics Global Services B.V. (Netherlands) has been

dissolved w.e.f. 14-11-2024.

***RJ Globus Inc has been dissolved w.e.f. 14-11-2024.

A*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 April 01, 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. Further, on June 20, 2025 the Company has acquired balance 20% stake Dextara Digital Private Limited.

ADextara Digital (UK) Private Limited dissolved w.e.f. 10-092024.

AADatamatics Global Services LLC-FZ (UAE) incorporated as a Wholly owned subsidiary of the Company w.e.f. 15-11-2024.

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

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)( ) of the SEBI Listing Regulations. The Policy, as approved bycthe Board, is uploaded on the Company's website and can be accessed at the weblink: https://www.datamatics.com/about-us/investor- relations/corporate-governance in terms of the criteria laid down in the Policy

As per the definition of material subsidiary provided in Regulation 16(1)( ) of the SEBI Listing Regulations, 3 subsidiaries have been identified as 'Material', as per the criteria based on the Company's Consolidated Financial Statements for FY 2024-2025.

The Material Subsidiaries of the Company are identified as (1) Lumina Datamatics Limited (2) Lumina Datamatics Inc. (3) TNQ Tech Private Limited.

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 (Rupees Ten

only).

During the year under review, your Company has issued and allotted 1,02,359 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.'

As on March 31, 2025, the paid-up share capital of the Company is ' 29,55,31,945/- divided into 5,91,06,389 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 of Directors 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 and Shareholders subsequently approved the reclassification at the Annual General Meeting held on August 01, 2024. However, the reclassification application was later withdrawn in compliance with directives issued by BSE Limited and the National Stock Exchange of India Limited.

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 read 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.

The members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides their experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of the requirements of SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on the date of this Report, the Board of Directors comprises of 8 Directors, out of which 5 are Independent Directors. The composition of the Board complies with the requirements prescribed in the SEBI Listing Regulations.

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Kanodia (DIN: 00075801) Whole-time Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

There were the following appointments/re-appointments of Directors on the Board of the Company during FY 2024-25:

a. Appointment of Mr. Himanshu Verma (DIN:07832076) as an Independent Director of the Company for the first term of 2 years with effect from November 05, 2024 to November 04, 2026 (both days inclusive).

b. Appointment of Dr. Avnish Kshatriya (DIN:10828173) as an Independent Director of the Company for the first term of 2 years with effect from November 05, 2024 to November 04, 2026 (both days inclusive).

c. Appointment of Mrs. Kanika Mittal (DIN: 10859952) as an Independent Director of the Company for the first term of 2 years with effect from September 22, 2024 to September 21, 2026. (both days inclusive).

During the year under review, Mr. Dilip Dandekar (DIN: 00846901), Independent Director had retired from the Board of the Company on account of completion of second term of five consecutive years.

Further, Dr. Lalit S. Kanodia (DIN: 00005080) was reappointed as Chairman & Whole Time Director of the Company for a term of 5 years with effect from May 15, 2025 to May 14, 2030 (both days inclusive).

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the 37^th AGM of the Company in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standards.

As on March 31, 2025, the following persons have been designated as the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

• Ms. Divya Kumat, President, Chief Legal Officer & Company Secretary;

• Mr. Ankush Akar, Senior Vice President & Chief Financial Officer.

• Mr. Sandeep Mantri resigned as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. August 09, 2024.

• Mr. Ankush Akar was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. November 05, 2024.

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Companies Act, 2013 and the SEBI Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by the Ministry of Corporate Affairs ("MCA"), Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs ('IICA') and will appear for the online proficiency test of IICA, if applicable within the prescribed timelines as set under Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2025:

1. Mr. Vinay Aggarwal

2. Mrs. Mona Bhide

3. Mrs. Kanika Mittal

4. Mr. Himanshu Verma

5. Dr. Avnish Kshatriya

The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company at https:/ /www.datamatics.com/ about-us/investor- relations/corporate-governance

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 consecutive two meetings did not exceed 120 days as prescribed under the Act.

The Companies Act, 2013 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 below link

As market opportunities expand, Datamatics remains committed to fostering innovation and deepening customer engagement. By partnering closely with clients, Datamatics aims to support them in their journey to go 'Deep in Digital' and help them navigate the next phase of growth.

• AI-First Approach. Artificial intelligence is a key area of focus for Datamatics. The company has set up a Center of Excellence to support customers in exploring and scaling Al-led initiatives. Our approach is centered on building practical, use case-driven Al solutions that can bring efficiency and value to business operations.

• Strengthening Hyperscaler Capabilities. Datamatics is investing in building competencies across major hyperscaler platforms such as Microsoft, Google, Salesforce. The acquisition of Dextara Digital, a Salesforce-focused company, is in line with this strategy and enhances our ability to serve a growing customer base in this ecosystem.

• Focus on the US, European markets. The US and Europe continue to be key markets for Datamatics. With established regional teams and focused go-to-market initiatives, the company aims to further strengthen its presence and deepen customer relationships in these regions.

• Industry-Focused Solutions. Datamatics is aligning its solutions to better serve industries such as Banking, Financial Services, Insurance (BFSI), Manufacturing, and Logistics. By combining domain knowledge with technology expertise, we are helping organizations in these sectors address specific business challenges and improve operational efficiency.

• Talent Development and Innovation. To support future growth, Datamatics will continue to invest in people, processes, and technology. This includes upskilling programs, expanding global talent, and enhancing digital capabilities to meet evolving customer needs. The company remains focused on delivering long-term value through innovation and strong customer partnerships.

• AI Innovations and Strategic Collaborations: Looking ahead to FY26, Datamatics is excited by the transformative potential of artificial intelligence. We have collaborated with global technology leaders like Microsoft and Google to build small language models and copilots tailored for process automation, empowering enterprises to accelerate their digital transformation journeys. We are also proud to be among the world's first companies to achieve ISO 42001:2023 certification for Artificial Intelligence Management Systems. We will continue to innovate in the AI space and currently working on the development of intelligent AI Agents designed to deliver

contextual and autonomous support across business functions.

• Deepening Customer Relationships: With a diverse customer base spanning multiple industries, including several Fortune 500 companies, Datamatics is focused on strengthening existing relationships and expanding within key accounts. Our integrated sales and marketing approach is driving targeted account management, cross-selling, and upselling to unlock greater value for our clients.

• Strengthening Our Global Leadership: Our leadership bench continues to grow stronger with the addition of seasoned professionals who bring deep expertise in digital transformation. We have also enhanced our midmanagement and regional sales teams in the USA and UK to better support global growth and execution excellence. We have augmented our board with the induction of Dr. Avnish Kshatriya, Mrs. Kanika Mittal, and Mr. Himanshu Verma. We are confident that their extensive industry expertise will contribute significantly to our continued success.

• Advancing Our Products & Platforms: Datamatics remains committed to building and evolving proprietary digital technology solutions. Our flagship Intelligent Automation Platform (IAP) integrates TruBot (RPA), TruCap+ (IDP), TruDiscovery (AI content assistant) and AI/ML models to automate a wide range of business tasks, including the processing of unstructured and semistructured data. Additionally, FINATO is enabling finance transformation with AI, while TruBI empowers users with advanced business intelligence and data visualization .

We've also embedded Generative AI into our automation suite, which is now live with more than 30 customers. Our products—TruBot, TruCap+, FINATO, and TruBI—are available on Microsoft Azure Marketplace, expanding their accessibility to a broader global audience.

• Expanding Our Global Footprint: Datamatics is accelerating its brand presence across the US and Europe through strategic marketing investments. In FY25, we amplified our visibility by participating in marquee events, hosting focused customer engagements, and running high-impact digital campaigns. We also celebrated the New Year with a memorable event for our customers in Mumbai, strengthening relationships and reinforcing our commitment to customer delight.

• Datamatics has continued to demonstrate its commitment to innovation and operational excellence within the realm of Digital Operations, specifically focusing on our Finance & Accounting (F&A) practice. This report outlines our strategic initiatives, highlights significant milestones, and presents future growth strategies to secure our market leadership position.

• Our strategic initiatives are rooted in an Al-first approach, reflecting significant investments in artificial intelligence, particularly within the Procure-to-Pay (P2P) and Order- to-Cash (O2C) process areas. The F&A - FINATO platform distinguishes itself with robust capabilities, leveraging advanced AI-driven analytics to automate routine tasks, enhance decision-making accuracy, and provide realtime insights. The autonomous finance platform reduces manual intervention, mitigates errors, and ensures seamless financial workflows, resulting in improved compliance, optimized cash flow, and significant cost savings for our clients. Consequently, FINATO solidifies its role as a leader in AI-enabled F&A solutions.

• AI-driven Collections: The Collections AI prioritizes worklists and incorporates a BOT calling agent, resulting in a 50-70% increase in productivity within the collection process. This technology ensures that 100% of calls are effective, providing complete visibility into customer interactions and transforming each conversation into actionable insights.

• Dynamic Credit Assessment: Our runtime dynamic credit assessment capabilities significantly reduce credit- related risks by up to 90%. These capabilities leverage AIgenerated credit scores and integrate in real-time with financial data sources and credit rating agencies such as S&P, Fitch, and D&B.

• The potential for our O2C solutions in North America and Europe is vast, with an estimated market size of USD 9.2 billion. We focus on leveraging our partnership with Google to enhance our technological offerings in these regions.

• Datamatics sets itself apart by offering a platform that efficiently manages end-to-end F&A processes, incorporating advanced features like AI-driven analytics. This approach reduces the total requirement for working capital loans and improves our customers' cash flow.

Datamatics' F&A practice has been widely recognized for its excellence:

- **Gartner Magic Quadrant**: Positioned within this prestigious quadrant.

- **IDC**: Rated as a major player in "Worldwide Enterprise Analytics and AI Business Process Services for Finance and Accounting, 2024"

- **Everest and ISG**: Recognized as a product challenger and Rising Star in F&A category.

As we move forward, our strategic focus on AI and digital transformation will continue to drive growth and innovation within Datamatics' Finance & Accounting practice. We are poised to deliver enhanced value to our Customers and solidify our market leadership in the future.

1. Integrating AI into our existing operations right from survey generation to data processing and reporting.

a. Patent filing for predictive adaption of surveys based on respondent's fatigue ensuring better participation and quality of response

b. Analysing Survey based Open-ended text response and reporting using Gen-AI

2. Datamatics IP for RnA

a. Survey BonsAI - Generating Survey Links from template free questionnaires. Save 60-80% time in generating survey links

3. Industry visibility

a. Associations - MRSI, ESOMAR, MSPA

b. Awards - 2 awards at MRSI Golden Key awards in the two most contested categories:

i. Most Humane Company (2025)

ii. Best Use of Technology (2025)

Datamatics has been 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 is the foundation on which the Datamatics' processes are built. It is an non-negotiable element of the way a process, service and product is conceived, designed and delivered end to end. 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 competitors, 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:

The Company's quality management systems (QMS) that forms the backbone of all the processes and the way day-today 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. We were among the first few organizations in the world to get this certification.

In alignment with our environmental and sustainability commitments, we have achieved accreditation for our management systems under 14001, the internationally recognized standard for Environmental Management Systems. Additionally, we have received certification under ISO 45001, the global standard for Occupational Health and Safety Management Systems (OHSMS).

As you are aware, with the growing complexity of the digital economy 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 Organization is in the process of upgrading ISO27001:2013 to the latest 2022

version. 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. The company got certified to the requirements of CyberEssentials (CE) and CyberEssentials Plus (CE+). CE and CE+ are UK Government- backed certification scheme that helps keep an organisation's and your customers' data safe from cyber attacks. It provides a more comprehensive demonstration of an organization's security controls against common cyber threats. These certifications go along way in establishing credentials of our cyber security preparedness especially for the European zone.

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.

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 5.3 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 85% 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. 61% 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.

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 focuses 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 493 Lean Six Sigma projects and 2135 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.

At Datamatics, the journey to build a diverse workforce is integral to our HR philosophy. We are dedicated to fostering an engaging and inclusive workplace that attracts, retains, nurtures, and empowers talent to reach their full potential. As of March 31, 2025, Datamatics employs 15,660 people 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 86% participation, with the Dextara Datamatics team joining in for the first time with a customized survey. Datamaticians was recognized as an 'Employee Friendly' organization for the fifth year in a row, and positive strides continue to be observed in 'Total Rewards'. Our 'AI-first' mindset strategy has penetrated further into the minds of Datamaticians with awareness of Employee well-being and mental health initiatives.

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

? Datamatics won the prestigious UN Women's India WEPs award in Transparency & Reporting.

? Recognized as Most Preferred Workplaces in IT and ITES for 2024-25, by Marksmen Daily.

? Won the 'Most Humane Organization Award' by the Market Research Society of India (MRSI) at the Golden Key Awards.

? Conferred with the "Maharashtra Best Employer Brand Awards 2024", third time in a row.

? Healthcare Information Management Association of the Philippines (HIMAP) - Pamayanan Award for Community Development.

FY 2024-25 witnessed a slowdown in the talent market compared to FY 23-24; however, a notable trend of candidates holding offers remains. There is a reduction in the hiring numbers as compared to FY 2023-24 due to the market slowdown. Most of the competitors equally witnessed a decrease in the IT hiring numbers. The Talent Acquisition (TA) Team underwent multiple AI-ChatGPT training programs and has effectively used AI-ChatGPT for market research, competitor mapping, JD creation, and search strings. The TA team has effectively secured joining numbers, met SLAs, and maintained a good offer-to-joining ratio.

Hiring gig workers remains constant compared to the previous year. The US market is witnessing uncertainty due to changing global circumstances. The team created business feasibility reports for various countries, evaluating key factors such as educational infrastructure, talent availability, wage competitiveness, and competitor presence.

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.

New background verification partners were introduced for India, the Middle East, and the UK/EU. The team has regularly conducted desk research related to Datamatics offerings and market intelligence regarding competitors for all businesses. Regular engagement was conducted with the business teams to understand the pulse of the business. The year also witnessed the hiring and onboarding of senior strategic hires. The team focused firmly on cost-saving initiatives by prioritizing direct hiring and minimizing the use of vendors for key and strategic positions. The team effectively used cost-effective hiring models.

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.

Empowering Growth and Enabling Excellence. At Datamatics, our commitment to nurturing a global learning ecosystem continues to thrive, thanks to the steadfast support of our learning Mascot, Datamatics DAT (Develop-Aspire- Transform). Through close collaboration with our Lines of Business (LOBs), DAT drives learning excellence and innovation, ensuring our workforce remains ahead of the curve in technological capabilities and industry trends.

• AI First - Use Case Competition: The Corporate L&D team launched the AI First: Use Case Competition in line with our focus on continuous learning and innovation. Employees who upskilled in AI, Machine Learning (ML), and ChatGPT Enterprise Modernization through L&D programs showcased real-world applications of their learnings. The competition covered Digital Operations and Digital Experience sectors, with 27+ use cases evaluated.

• AI Learning Spectrum: A comprehensive AI learning initiative offering 90+ complimentary courses from prestigious institutions. This initiative catered to all skill levels, with 767 unique employees completing 7,272 courses, dedicating 27,200 person-hours to AI learning.

• Tech#Talks: Sharpening Minds, Powering Innovation: Designed to deepen technical and AI expertise, this series received an overwhelming response. Over 10 sessions were conducted, with 2,053 participants actively engaging in insightful discussions and knowledge sharing.

• CURE Initiative: Cross-Skilling, Upskilling, Reskilling, Elevated Skilling: A strategic learning initiative co-led with

business stakeholders, aimed at building a future-ready workforce. The inaugural session on Agentic AI garnered significant interest and participation. The specialized technical trainings we continued to deliver niche and next-gen skills training aligned with business needs are as follows:

? For Developers: OutSystems, React Native, Docker, AWS

? For Testers: JMeter, ADO, Playwright

? For Project Managers: Project Management, Fixed Price Projects

? Cross-Functional: UIPath, Power Automate, TruBot

These programs ensure our teams remain equipped with future-ready and industry-relevant capabilities.

• Leadership Talk V3.0: A motivational leadership series designed to inspire and equip employees with actionable strategies. Over 1,379 employees from various global locations participated in this engaging initiative.

A capability-building program for Junior Management (JM) focusing on Brand Ambassadorship@Datamatics was planned and executed successfully across multiple locations.

• Microsoft ESI: AOAI Skill-Building: In collaboration with business units, employees were trained and certified in high-demand Microsoft AI programs:

? DP 600 - Fabric Analytics Engineer

? AI 102 - Azure AI Solution Design

? DP 203 - Azure Data Engineer Associate

• Sales Enablement Sessions: Curated in partnership with the Global Sales Head, this series focused on strengthening knowledge of DGSL offerings, with an emphasis on practical application and ongoing learning for both sales and inside sales teams.

• Fit to Lead Bootcamp: A six-month supervisory development program focused on building core leadership competencies.

• Get Set Grow: A learning intervention for developing managerial skills for Team Leaders and Emerging Managers.

• English Bytes: This focused communication program covers grammar, oral/written communication, and business writing. Many employees benefit from this program and have enhanced their workplace communication skills through this initiative.

• Campus to Corporate: A classroom-based onboarding and transition program tailored for fresh graduates, requested by the FAS business.

• Harnessing the Power of Storytelling: In Mumbai and Nashik, this session equipped 33 employees with

storytelling techniques to enhance leadership presence, communication, and engagement.

• Trainer Felicitation: Recognized and celebrated 56 internal facilitators and SMEs for their invaluable contributions to cultivating a strong learning culture across the organization.

• Elevate LMS Expansion: Our Learning Management System, Elevate, now houses 220+ learning modules, covering cutting-edge technologies and trending domains.

• Partnerships & Certifications: Strengthened collaborations with Microsoft and other industry leaders have enabled more employees to gain certifications and upgrade critical skillsets.

? Successfully completed ISO 9001:2015 PA2 Audits and received ISO 42001:2023 Certification (AI Management Systems)—placing Datamatics among a select few globally to attain this recognition.

? ISMS STQC Surveillance Audits and IQA for HR (L&D) were completed with zero non-conformities, reaffirming our commitment to quality and governance.

• The overall learning effort by employees increased by 6%, as reflected in the rise in total learning hours, emphasising our dedication to continuous employee development.

• We recorded 4,56,450 person-hours of learning (equivalent to 57,056 training days), averaging 8.9 days per employee.

Our learning initiatives achieved an average feedback rating of 4.2/5, reflecting our programs' high quality and relevance.

Throughout the year, the HR Centre of Excellence focused on assessing and developing the capabilities of identified Key Talent, maintaining a performance-driven and appreciation- focused Culture, celebrating Diversity, Equity, and Inclusion (DEI) in the workplace, Employer Branding, socially conscious initiatives, and leveraging technology (including creating inhouse modules/ automation and GenAI capabilities).

? As the next step in the Senior Leadership Talent Development Program (SLTDP), select leaders also underwent an Executive Coaching journey to hone their skills further with a pre- and post-journey developmental evaluation.

? Continued competency-based focus with key talent across functions undergoing cohort-based Assessment/ Development Centers, followed by 1-1 Coach-aided reflection sessions.

? With due process rigor followed in the Promotion Board process, 96% of key talent got promoted to the next grade at a mid-senior level.

? The Datamatics Mentoring Program (DMP) third season launched as the Support Squad for identified Mentees.

? Our Assessment partner-based online platform helped identify, assess, develop, and promote talent across the employee life cycle.

• Through our online peer-to-peer recognition platform, 'Appreciate with Badges', globally, more than 3500 unique Datamaticians were appreciated with 10,000+ badges.

? The fifth anniversary milestone of the Datamatics Diversity Charter (DDC) was celebrated globally, with our CEO sharing his views on the strides made.

? 'HE for SHE', a global virtual panel discussion, featured a compelling keynote address by our esteemed Chairman, Dr. Lalit Kanodia, four leaders from various geographies as panellists, and the CHRO as the moderator. The session, focused on the crucial role of male allies in helping women thrive in their careers, was attended by 1400+ Datamaticians.

? Launched 'Datamatics Women in Tech', where we highlight inspiring women Datamaticians in tech/tech-enabled roles who share their career journey with us as in-house role models.

? 'Coffee, Cakes and Candid Chats', conducted by the CHRO in the US and Nashik offices, encourages DEI principles in the workplace.

? Focused (Wo)Mentoring sessions conducted with international speakers, with 770+ unique women & allies joining the sessions during the year in a hybrid setup.

? Our continued DEI efforts have been recognized globally - Our Management team featured on the International Women's Day website as part of this year's #AccelerateAction campaign.

• The Datamatics Fellowship Program pilot was launched in Puducherry with Tagore Government College of Arts & Science, aligned with the talent needs of the Digital Operations business team.

• Leveraging Technology & in-house expertise:

? An in-house multi-rater feedback module was created with automated reports.

? GenAI-powered analysis/ enhancements undertaken for applicable initiatives.

All efforts were aligned with a cost-conscious focus, enhanced employee experience, and improved productivity (in terms of efforts and time) in consultation with our expert business team.

• 'Mind Matters' campaign aligned with 'Datamatics Wheel of Wellbeing', shared credible information and resources, and destigmatized conversations.

• The team ensured strategic positive visibility and increased Datamatics' social presence across all existing channels, covering themes like DEI, CSR, and comprehensive Employee Wellbeing.

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:

• Datamatics strengthened its commitments to the Apprenticeship Program. BOAT and NAPS programs promote basic and hands-on practical training at the workplace. In Maharashtra, we transitioned from the Employment Promotion Programme (EPP) to the newly introduced Chief Minister Apprenticeship Promotion Scheme (CMAPS). As of March 31, 2025, the company had 1074 youth apprentices trained across the in-demand industry skill sets. HR was pivotal in enabling an engaging environment to support the Blended (Work from Office, Work from Home, Work from Client Location, and Hybrid) workforce arrangement. Various surveys during the year enabled the functions to make appropriate people decisions in line with the pulse of the employees.

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

• Datamatics acquired Dextara, and the HR team extended full support to the Dextara team during the year.

• The focus and attention on Mental Health continued throughout the year, and eminent experts organized various talks.

• Our commitment to the Six Dimensions of Employee Wellbeing was further strengthened with the Launch of free Online Doctor consultation (24*7) through partnership with NIZ Care.

• The HR function continues to successfully resolve employees' queries by leveraging Ask HR's digital platform and online ticketing system.

• Monthly engagement activities were organized across locations through the HRBPs. The focus for the year was Financial and Health awareness among the employees.

• HRBPs had more than 13,000 unique one-to-one employee connect sessions during the year.

• Reward & Recognition (R&R) programs and connect programs like Euphoria continue to be leveraged for employee engagement and appreciation.

The US HR team remains a strategic business partner for all business lines 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 supports talent acquisition, onboarding, payroll and benefits, retention, and annual US audits. Under compliance, policies were reviewed, and improvements were implemented for more cost-effective yet employee-friendly vacation and sick leave payouts. USHR supports all project-specific groups with compensation guidelines to improve billable rates and ensure better profit margins. USHR continues to operate in a hybrid workforce model, working three days a week in the office.

Strategic HR Execution & Employee Value Proposition- Our

continued commitment to the Employee Value Proposition has led to significant employee experience and retention outcome, demonstrating tangible results from our refined onboarding, employee lifecycle, and retention strategies. Engagement programs, policy enhancements, and continued alignment with the employee well-being initiatives drove these improvements.

Cost Optimization & Recruitment Efficiency - We achieved notable cost efficiency this year:

• 30% savings in employee engagement expenses without compromising quality.

• Cost per hire reduced by more than 70% with all positions, including volume roles, sourced internally.

• 100% on-time hiring for all ramps and backfills, including expansion at the Cebu site.

HR Process & Policy Development- To improve functional effectiveness, the following enhancements were implemented:

• Policy Updates: Leave of Absence, Exit Interview, Performance Improvement Plan, Meals & Transportation, Skills Allowance.

• System Enhancements: Upgraded Performance Appraisal tool and centralized HR FAQs.

These initiatives streamlined operations, improved compliance, and enhanced employee experience.

Organizational Effectiveness & Engagement— The 2024 Climate Survey's strong results reflected our focus on employee engagement and workplace culture. The scores reflected a healthy and engaged workforce, with employees displaying growing loyalty, satisfaction, and pride in being part of the organization. Continuous programs such as the 'We Hear You' initiative, classroom visits, FGDs, ESAT surveys, and governance calls ensured regular feedback loops and responsive HR action.

Learning & Development Initiatives - We delivered high- impact programs through the FutureScape Learning Series, with Fit to Lead continuing to build leadership capacity across levels. The L&D strategy remains focused on skillbuilding and career growth.

Strategic Events & Talent Pipeline Development - We actively participated in key events and partnerships like:

• The 1st India-Philippines Job Fair, shortlisting hundreds of candidates.

• AI Innovation forums with the Indian Embassy.

• Collaborated with 20+ universities to support graduate career transitions.

The HR achievements in FY 2024-2025 reflect strategic focus, operational agility, and a deep commitment to employee and community growth. The team continues to strengthen Datamatics' employer position as a people-first organization delivering excellence on all fronts.

Datamatics continues to extend its commitment to corporate citizenship aligned with the United Nations Sustainable Development Goals (UNSDGs) through meaningful CSR activities that impact both individuals and communities in India and the Philippines. We stayed true to our emphasis on environment and employability, with an overarching focus on empowering marginalized groups with employee participation.

- DATAMATICS NASHIK STANDS WITH OUR SOLDIERS ON ARMED FORCES FLAG DAY: Datamatics Nashik was proud to associate with Zilla Sainik Welfare Office in December 2024, like the past years. HR team met Assistant Commissioner, District Skill Development, Employment & Entrepreneurship Guidance Centre, Nashik, who mobilise funds for the Armed Forces Flag Day Fund for our soldiers. Since 1949, 7th December has been observed as the Armed Forces Flag Day throughout the country to honour the martyrs and the men in uniform who valiantly fought on our borders to safeguard the country. Our humble contribution plays a small part in rehabilitation of battle casualties, welfare of serving personnel and their families and resettlement and welfare of veterans and their families.

- Enabling Employability in Tier 3 Cities—We continue to support employment opportunities in Tier 3 cities in India, including flexible working options, especially for women and people with disabilities (PwD).

? Dakshana Foundation - Focusing on poverty alleviation through education by identifying brilliant but 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 meritorious students.

- Grow-Trees.com - 1000 trees planted at Ramtek, Maharashtra, as part of the Trees for Tigers project. 150 individuals (the majority of whom were women from the Dulara village) gained employment over 80+ days. The plantation, upon maturing, can absorb ~20,000 kg of Carbon dioxide from the atmosphere and improve the soil quality of the region.

- E-Waste: Beyond the Street: In celebration of Labor Day, we honored the invaluable service of 100 street sweepers and maintenance personnel from Barangay San Antonio, Pasig. We provided appreciation meals and care kits containing hygiene essentials and daily- use items, recognizing workers' hard work to uplift their morale by showing appreciation in a meaningful way.

In partnership with Project Pearls, this initiative supported the GROW (Giving Resources and Opportunities to Women) program and benefited 50 women from underprivileged communities, providing hands-on training in macrame-making techniques. Beyond skill development, the event fostered a strong sense of economic empowerment and creative expression.

- Blood Donation Drive: In partnership with the Philippine Red Cross, employees contributed to the national blood bank. The drive resulted in 34 successful donations, highlighting our shared commitment to health and life-saving causes.

Additionally,

- Datamaticians participated in the Tata Mumbai Marathon with pride in support of Annam. A cause dedicated to fostering health, hope, and nutrition among its beneficiaries in and around Mumbai.

- We also personally connected with our beneficiaries in person and virtually via the Ekam Foundation and Dakshana to extend our support. Team Datamatics (CSR/Business/Tech representatives) visited Dakshana's Pune Campus to interact with 300+ aspiring Engineers and share technology trends and success mantras.

- As a socially conscious and community-driven organization, we continue to welcome New Joiners with a canvas bag (as part of the ongoing Bonding Time sessions) in association with Little Angels School (Mumbai), a school for students with learning disabilities and special needs.

- Employees celebrated World Environment Day across India locations, planting 500+ tree saplings.

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

- An Awareness Program on 'Eliminating Gender-based Violence, Gender Equality and Upholding the Dignity of Women in Society', conducted in association with the Department of Women and Child Development, Government of Puducherry, had 130+ participants.

These initiatives reinforce our mission to make a lasting difference in the lives of those around us.

• The Company continuously endeavors 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.

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

• The Company has also adopted an Anti-Sexual Harassment Policy, in line with the 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.

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

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

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

The Company has complied with all the relevant provisions of the Maternity Benefit Act, 1961.

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

• Dr. Lalit Kanodia, Chairman of Datamatics Group Won the 'Transformational Impact on Industry 2024' award at MRSI Golden Key Awards.

• Mr. Rahul Kanodia, VC and CEO, Datamatics and Mr. Sameer Kanodia, Managing Director and CEO, Lumina Datamatics, recognized as CEO of the Year' award at The Business Leader of the Year Awards 2025.

• Datamatics recognized by Microsoft as an AI-First Mover for its impactful use of AI at scale.

• Datamatics recognized by Google as the 'Strategic partner for the back office of the future.'

• Datamatics won Best Use of Technology 2024 at MRSI

Golden Key Awards.

• Datamatics won The Most Humane Organization award at MRSI Golden Key Awards.

• Datamatics won Technology Company of the Year award and IT-BPM Tech Blazer of the Year award at Asia CEO Awards.

• Lumina Datamatics Limited, a material subsidiary of the Company, has been conferred with a Certificate of Appreciation for Excellence in Corporate Governance by the Institute of Company Secretaries of India (ICSI). This significant recognition shows the strong governance culture, ethical practices, and compliance-driven approach embedded across the Datamatics Group. It reaffirms the Group's unwavering commitment to upholding the highest standards of corporate governance.

• Lumina Datamatics received the IMC Ramkrishna Bajaj National Quality (RBNQ) Certificate of Merit 2024 in the Service Category and Milestone Merits Recognition 2024 in the Leadership and Workforce Categories.

• Lumina Datamatics won Innovative Application of AI in Cyber Security award at the Cyber Security Excellence Awards 2025.

• Lumina Datamatics was awarded India Risk Management award at the India Risk Management Awards.

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' Compliance Team 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.

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 designated persons along with connected 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 nontampering of the database.

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website at https:/ /www.datamatics.com/ about-us/investor- relations/corporate-governance

The Compliance Team conducts regular awareness initiatives by circulating emails to designated employees on the Company's Prohibition of Insider Trading Policy. Additionally, a comprehensive training module on the policy has been developed and made accessible to all employees via the Company's intranet portal, "Pulse." These measures have effectively mitigated the risk of insider trading violations. Consequently, during the financial year 2024-25, there were no reported instances of insider trading violations.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, your Directors hereby confirm that:

(i) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) In consultation with Statutory Auditor, accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

(iv) Annual accounts have been prepared on a going concern basis;

(v) Adequate Internal Financial Controls have been laid down to be followed by the Company and such Internal Financial Controls were operating effectively during the financial year ended March 31, 2025;

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended March 31, 2025.

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

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of SEBI Listing Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by Mr. Tushar Shridharani, Practicing Company Secretaries, in Form MR-3 has been annexed to this Board Report as "Annexure B1" and forms part of the Annual Report. Also, the Secretarial Audit Reports for FY 2024-25 in Form MR-3 in respect of Lumina Datamatics Limited, the material unlisted subsidiary of your Company, has been annexed to this Board Report as "Annexure B2" and forms part of the Annual Report.

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, the Board of Directors has appointed M/s. Tushar Shridharani & Associates LLP, Practicing Company Secretaries (Firm Registration Number L2025MH018100), as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

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 2024-25 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.

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.

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 2013 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 of the Company at the 34^th AGM held on July 29, 2022, to hold office till the conclusion of the 39^th 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' were present at the 36^th AGM of the Company held on August 01, 2024.

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.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of this annual report.

There are currently five Committees of the Board, as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee;

• 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 2024-25 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.

The Company has formulated a Policy on Related Party Transactions which is also available on Company's website at https://www.datamatics.com/hubfs/Investors/Corporate- Governance/Related-Partv-Transaction-Policv-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 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 2024-25 are annexed as "Annexure - D" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

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, 2025 is available on the website of the Company at

There are no proceedings initiated/pending against the Company before any bench of the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year under review or as on the date of this report

The Company has not made any such valuation during the FY 2024-25.

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: '388.97 crores

Foreign Exchange Outgo in terms of Actual Outflows: '64.14 crores

The Business Responsibility and Sustainability Report for the year ended March 31, 2025 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure - E" which forms part of this Annual Report.

In today's rapidly evolving sustainability-driven global economy, where sustainability and responsible governance are essential, Datamatics recognizes that responsible governance and sustainable practices are fundamental to long-term success. Our commitment to Environmental, Social, and Governance (ESG) principles is at the core of our operations, guiding us in making a positive impact on society, the environment, and the communities we serve. Through dedicated initiatives, transparent processes, and a long-term value-driven approach, Datamatics actively works toward fostering sustainable growth while fulfilling its social and environmental responsibilities.

Following are key ESG Initiatives at Datamatics:

1. Science-based Targets Setting: Science-based targets are emission reduction goals aligned with climate science to limit global warming to 1.5?C or well below 2?C. Datamatics made commitment to setting up SBTi targets early this year, reinforcing our dedication to addressing climate change through measurable and science-driven actions.

2. ESG Committee: The Company has established a structured ESG Committee comprising of cross-functional leadership from the Legal & Secretarial, HR, Finance departments. This committee is entrusted with overseeing and driving initiatives related to Environmental, Social, and Governance aspects across the organization.

3. Environmental Stewardship: Datamatics is committed to advancing environmental sustainability through strategic initiatives that minimize its ecological footprint and promote long-term green practices.

• Datamatics prioritizes environmental sustainability as a key focus area, actively contributing to building a sustainable society and reducing its carbon footprint.

• The company adheres to the Ministry of Environment and Forests (MoEF) e-Waste Management Rule 2016, supported by a comprehensive e-Waste management policy.

• Electricity conservation is emphasized across all office locations through specific initiatives aimed at reducing global warming impact like - replacing the lights with LEDs at all locations, optimized air conditioners with regular servicing, use of daylight wherever possible in offices etc.

• Trees for Tiger project: Datamatics proudly supports the "Trees for Tigers" project in Ramtek, Maharashtra, contributing to the restoration of tiger habitats in the Kanha-Pench corridor through the plantation of 1,000 trees. The Kanha-Pench corridor spans an impressive 16,000 sq km and serves as a vital ecological link between the Kanha and Pench Tiger Reserves. This impactful initiative not only addresses critical environmental challenges like habitat fragmentation and human-wildlife conflicts but also empowers local communities by generating employment and sustainable livelihoods. By enhancing ecological balance, improving groundwater levels, and fostering biodiversity, Datamatics is driving meaningful change for both wildlife conservation and community development. Additionally, the project contributes to carbon sequestration, absorbing approximately 20,000 kgs of CO₂ annually, showcasing Datamatics' commitment to a greener, sustainable future.

• Datamatics has implemented desktop power-saving software developed by Vigyanlabs, a semi-government technology organization focused on promoting green computing.

These initiatives collectively demonstrate Datamatics' commitment to practical steps in reducing its environmental impact and supporting sustainable business practices.

4. Social Responsibility: Datamatics demonstrates a strong commitment to social responsibility through a broad range of initiatives aimed at fostering sustainable communities and creating meaningful social impact. Key highlights of their social responsibility efforts include:

• Education & Skill Development: Sponsored underprivileged students, supported IIT/medical coaching via Dakshana Foundation, and provided inclusive education tools for special needs children.

• Community Empowerment: Created job opportunities in Tier 3 cities, enabled rural women's livelihoods in the Philippines, and transformed urban families' income through fishing boat donations.

• Healthcare & Nutrition: Partnered with Annam and Ekam Foundations to deliver nutritional supplements and healthcare access to underserved groups.

• Environmental Sustainability: Sponsored a water recycling plant and green campus initiatives, reducing groundwater usage and promoting biodiversity.

• Sports Excellence & Infrastructure: Supported 24 athletes under Olympic Gold Quest and renovated facilities for 10,000 students in the Philippines.

• Volunteerism & Employee Engagement: Fostered inclusivity through eco-friendly gifts and engaged employees in road safety and community activities.

5. Corporate Governance: Datamatics upholds strong corporate governance built on transparency, ethics, and accountability. Its governance framework ensures compliance, risk management, and strategic oversight, enabling sustainable growth and stakeholder trust through various initiatives as follows

• Robust policies covering Board evaluation, ethics, antibribery, whistleblower protection, stakeholder engagement, insider trading policy, Prevention of Sexual Harassment Policy, Equal Employment, Diversity & Inclusion Policy, Code of Conduct for Board and Senior Management Personnel, CSR policy, Sustainability Sourcing Policy, Whistleblower policy, Policy on material subsidiaries, Annual Performance Evaluation Policy, Board Diversity Policy, Related Party Transaction Policy and many others.

• Balanced Board composition with annual performance evaluations of the Board, its committees, and directors.

• Structured risk management processes to identify, mitigate, and manage business risks.

• Generative AI policy to balance innovation with security and confidentiality.

• Strong Code of Conduct promoting integrity, fairness, and zero tolerance for corruption.

• Focus on diversity, inclusion, and skill diversity at leadership levels.

6. EcoVadis Assessment: EcoVadis assessment evaluates a company's sustainability performance across four key themes: Environment, Labor & Human Rights, Ethics, and Sustainable Procurement. The assessment uses a structured methodology to review a company's sustainability management system based on three pillars: Policies, Actions, and Results (P-A-R). It focuses on 21 specific sustainability criteria aligned with international standards such as the UN Global Compact, ISO 26000, and GRI. The benefits of registering and undergoing EcoVadis assessment include improved transparency in the supply chain, enhanced credibility with global partners, risk management, and continuous improvement in sustainability performance.

Datamatics' registration with EcoVadis signifies its commitment to these high sustainability standards and its intent to benchmark and improve its ESG practices in line with global best practices.

7. Integration of Digital ESG analytics: Adoption of cutting- edge solutions like Sprih, an AI-powered sustainability platform, enhances our reporting, monitoring, and progress on sustainability metrics.

8. Continuous ESG disclosures: Datamatics publishes annual ESG performance reports in alignment with the SEBI BRSR framework, striving for greater accountability to all stakeholders.

Aligned with Datamatics' "DEEP IN DIGITAL" initiative, the Datamatics Legal team, with the help of the Tech team, has successfully launched a new online portal for contract reviews and management to address the ever-increasing contract requests with the aim of ensuring efficiency and effectiveness in the contract review and execution cycle. With the help of the CMS Portal, all contract requests are now addressed through a digitized platform. CMS Portal has also assisted in managing, tracking, and collaborating for all contract related requests and has significantly eased the process by automating it.

The smart features of the Datamatics Contract Management System encompass -

a. a comprehensive audit trial ensuring transparency and accountability throughout processes

b. compliance with the Company's Contract Management Policy.

c. automated workflow for review and approvals by the stakeholders.

d. efficient storage and archival of contracts, streamlining access and retrieval.

e. user-friendly dashboard and detailed reports to provide valuable insights.

f. system goes beyond by offering system-based alerts and email notifications, keeping users promptly informed of key updates.

g. can search for any already executed contracts and agreements.

h. sends out automated system alerts well in advance for agreements that are going to expire or are approaching expiry.

We are soon going to make the CMS Portal AI-enabled. MODERN SLAVERY ACT STATEMENT

Modern Slavery Act 2015 ("Act") consolidates UK law on slavery and human trafficking. A key provision of the Act, which came into force in October 2015, requires certain businesses to ensure transparency within their supply chains

and to prepare an annual Slavery and Human Trafficking Statement. In particular, Section 54, titled "Transparency in Supply Chains", has a significant impact on the corporate sector.

As per Section 54 of Modern Slavery Act, 2015 a statement is required, which shall state the steps taken by an organization during the financial year to ensure that slavery or human trafficking is not taking place in its business or supply chain.

Business will have to comply with the reporting requirements laid out in the Act if:

• it is incorporated or a partnership;

• it "carries on a business, or part of a business" in the UK;

• its turnover or the turnover of a parent company and its subsidiaries is equal to or greater than ?36 million per annum;

• it supplies goods or services.

Accordingly, in compliance with the Act, a Statement for FY 2024-25 was approved by the Board of Directors.

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 co-operation 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.