The Board of Directors (“Board”) is pleased to present the Twenty
Fourth Annual Report and the Audited Financial Statements of
the Xchanging Solutions Limited (“the Company”) for the
financial year ended March 31,2025.

A. FINANCIAL RESULTS

The highlights of standalone and consolidated financial
results of the Company for the financial year ended March
31,2025 and March 31,2024 are as under:

B. REVIEW OF OPERATIONS

During the financial year ended March 31, 2025, the
consolidated income of the Company was Rs 20,191 Lakhs
as against Rs 19,625 Lakhs during the previous year ended
March 31, 2024. At a standalone level, the total income of
the Company for the financial year ended March 31, 2025
amounted to Rs 5,498 Lakhs compared to Rs 12,560 Lakhs
during the previous year ended March 31,2024.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial
year ended March 31,2025 as stipulated under Regulation
34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”)
is presented in a separate section and forms an integral part
of this Report.

D. DIVIDEND

The Company has adhered with the guidelines specified
under the Dividend Distribution Policy formulated and
adopted by the Company in terms of the provisions of
Regulation 43A of the SEBI Listing Regulations. The Policy
is available on the website of the Company at https://dxc.com/
in/en/about-us/xchanging-solutions-limited-investor-
relations. In accordance with the the Dividend Distribution
Policy:

- During the financial year under review, the Board of
Directors of the Company recommended final dividend
of Rs 4 per equity share (including special dividend of
Rs 2 per equity share) (face value of Rs 10 each)
amounting to Rs 4,456 Lakhs for the financial year ended
March 31,2024 at their meeting held on May 23, 2024.
The recommended final dividend (including special
dividend) on equity shares was approved at 23^rd (Twenty
Third) Annual General Meeting (“AGM”) held on July
24, 2024. The final dividend (including special dividend)
was disbursed on July 30, 2024.

- The Board of Directors of the Company has considered
and recommended final dividend of Rs. 2 per equity
share (face value of Rs. 10) amounting to Rs. 2,228
Lakhs for the financial year ended March 31, 2025 at
their meeting held on May 21, 2025. The dividend, if
approved by the members at the forthcoming 24th AGM,
will be paid/ dispatched within 30 days from the
conclusion of the said AGM to the members whose
names appear in the register of members/ beneficial
owners as on the record date i.e July 11,2025. In view
of the amendments made under the Income Tax Act,
1961, by the Finance Act, 2020, dividend paid or
distributed by the Company shall be taxable in the hands
of the members. Accordingly, the dividend shall be paid
after deduction of tax at source, as applicable, at
prevailing tax rates inclusive of applicable surcharge and
cess based on information received by the Registrar &
T ransfer Agent and the Company from the Depositories.

E. TRANSFER TO RESERVES

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

F. HOLDING, SUBSIDIARIES AND ASSOCIATES

Your Company has 2 (two) direct subsidiaries and 1 (one)
step down subsidiary as on March 31,2025. There are no
associates or joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 (“the Act”). There
has been no material change in the nature of the business
of the Company and its subsidiaries. The Company have a
holding company. No other company has become or ceased
to be the Company's subsidiary, joint venture or associate
company during FY 2024-25.

Highlights of performance of Subsidiaries Companies

Xchanging Solutions (USA) Inc (XSUS) was incorporated in
February 14, 2000 in Delaware, uSa and became its
subsidiary in July, 2004. XSUS is a 100% subsidiary of
Xchanging Solutions Limited. During the financial year ended

March 31,2025, the total revenue of the Company in Indian
currency was Rs. 14434 Lakhs against Rs. 13399 Lakhs
during the previous year ended March 31,2024. Profit after
tax of the Company for the current year was Rs. 2667.19
Lakhs against Rs. 2196.01 Lakhs during the previous year
ended March 31,2024.

Xchanging Solutions Singapore Pte. Ltd. (XSSPL) was
incorporated on January 04, 1994 in Singapore and became
its subsidiary in March 2004. XSSPL is a 100% subsidiary
of XSL. During the financial year ended March 31,2025, the
total revenue of the Company in Indian currency was Rs.
1567 Lakhs against Rs. 1874 Lakhs during the previous year
ended March 31, 2024. Profit after tax of the Company for
the current year was Rs. 356.51 Lakhs against Rs. 410.30
Lakhs during the previous year ended March 31,2024.

Liquidation status of Subsidiary Companies

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

Except as mentioned above, during the financial year ended
March 31,2025 under review, there have been no material
changes in the business of the subsidiaries. In terms of
Section 129(3) of the Act, the Company has prepared a
statement containing the salient features of the Financial
Statement of subsidiaries in the prescribed Form AOC-1
which is attached to the Financial Statements of the
Company.

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

In terms of the Company’s Policy on determining “material
subsidiary”, for FY 2024-25, , Xchanging Solutions (USA),
Inc. is determined as a material subsidiary whose turnover
exceeds 10% of the consolidated turnover of the Company
in the immediately preceding financial year.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit
Committee for approval as per the Related Party
Transactions Policy of the Company as approved by the
Board. The policy is also uploaded on the website of the
Company and can be accessed through the link https://
dxc.com/in/en/about-us/xchanging-solutions-limited-
investor-relations. All related party transactions that were
entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business. The
disclosure of transactions with the related parties are
provided in the notes to the Standalone Financial Statements,
forming part of the Annual Report.

As required under the Act, particulars of contracts or
arrangements with related parties in the prescribed Form
AOC-2, is provided as Annexure - I to this Board’s Report.

H. AUDITORS

(i) Statutory Auditors and Auditors’ Report

The Shareholders of the Company in the 20^th AGM of
the Company held on September 27, 2021 had re¬
appointed M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants, (Firm Registration No. 117366W/W-
100018), (“Deloitte”) as the Statutory Auditors of the
Company to hold office from the conclusion of the 20^th
AGM till the conclusion of the 25^th AGM of the Company.

The Statutory Auditors have carried out audit of financial
statements of the Company for the financial year ended
March 31, 2025 pursuant to the provisions of the Act.
The reports of Statutory Auditors forms part of the Annual
Report. The reports are self-explanatory and does not
contain any qualifications, reservations or adverse
remarks.

(ii) Secretarial Auditor

In terms of Regulation 24A (1b) of Listing Regulations,
the Board, based on the recommendations of the Audit
Committee, has recommended the appointment of
MAKS & CO., Company Secretaries [FRN
P2018UP067700] as the Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years
commencing from April 01, 2025 till March 31, 2030.
The appointment is subject to shareholder’s approval
at the 24^th AGM.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed MAKS & CO., Company
Secretaries [FRN P2018UP067700], to undertake the
Secretarial Audit of the Company. Accordingly, in terms
of provisions of Section 204(1) of the Act, a Secretarial
Audit Report for the financial year ended March 31,2025
given by the Secretarial Auditor of the Company in
prescribed Form MR-3 is provided as Annexure -II.

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

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year
ended 31 st March, 2025 on compliance of all applicable
SEBI Regulations and circulars/ guidelines issued
thereunder, was obtained from MAKS & CO., Company
Secretaries, Secretarial Auditors of the Company.

(iii) Internal Auditors

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

(iv) Reporting of Frauds by Auditors

During the financial year under review, the Statutory
Auditors and the Secretarial Auditor have not reported

any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee under
Section 143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under
Section 186 of the Act and Schedule V of the Listing
Regulations are provided in the notes to financial statements.

J. PUBLIC DEPOSITS

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

K. EMPLOYEES

(i) Key Managerial Personnel (KMP)

The following have been designated as the Key
Managerial Personnel of the Company as on March 31,
2025 pursuant to Sections 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014:

a) Mr. Swaminathan Swaminathan, Managing Director
and Chief Executive Officer

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

c) Mrs. Radhika Khurana, Company Secretary cum
Compliance Officer

During the year under review, the Board at its meeting
held on March 03, 2025, appointed Mr. Swaminathan
Swaminathan (DIN:10976726) as the Managing Director
and Chief Executive Officer of the Company with effect
from March 4, 2025 as Mr. Nachiket Vibhakar
Sukhtankar has resigned from the post of Managing
Director and Chief Executive Officer with effect from
March 3, 2025.

During the year under review, the Board at its meeting
held on January 31, 2025, appointed Mrs. Radhika
Khurana as the Company Secretary and Compliance
Officer of the Company with effect from February 1,2025
as Ms. Ishwarya R. has resigned from the post of
Company Secretary and Compliance Officer with effect
from January 31,2025.

During the year under review, the Board at its meeting
held on October 30, 2024 appointed Ms. Ishwarya R as
the Company Secretary and Compliance Officer of the
Company with effect from November 1, 2024 as Mr.
Mayank Jain has resigned from the post of Company
Secretary and Compliance Officer with effect from
October 31,2024.

(ii) Employees’ Stock Option Scheme

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

(iii) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of
the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details
as required under the Act and the above Rules, are
appended to this Report as Annexure III.

None of the directors except Mr. Henry D’Souza,
received any remuneration or commission from
Subsidiary Companies of your Company.

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

The information required under Section 197(12) of the
Act read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report. However, pursuant to
first proviso to Section 136(1) of the Act, this Report is
being sent to the Shareholders excluding the aforesaid
information. Any shareholder interested in obtaining said
information, may write to the Company Secretary at the
Registered Office of the Company at
xchangingcompliance@dxc.com and the said
information is open for inspection at the Registered
Office of the Company.

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

L. BOARD AND COMMITTEES

(i) Directors

As on March 31,2025, the Board of Directors comprises
of six directors out of which two are Executive Directors,
three are Independent Directors and one is Non¬
Executive Non-Independent Director.

During the year, Ms. Gidugu Kalpana Tatavarti
(DIN:06644105), Non-Executive Non-Independent
Director resigned from the Board of the Company w.e.f.
June 5, 2024 on account of personal reasons and other
professional commitments.

Further, Mr. Nachiket Vibhakar Sukhtankar
(DIN:08778377), Managing Director and CEO has
resigned from the post of Managing Director and Chief
Executive Officer with effect from March 3, 2025 on
account of his resignation from DXC group.

Your directors placed on record their appreciation for
the valuable contribution made by Ms. Gidugu Kalpana
Tatavarti and Mr. Nachiket Vibhakar Sukhtankar during
their tenure as Directors of the Company.

On the recommendation of the Nomination and
Remuneration Committee (‘NRC’), the Board of Directors
appointed Mr. Kartik Ganapathy Iyer (DIN: 09318280)
as an Additional Director and Non-Executive Non¬
Independent Director of the Company at their meeting
held on June 17, 2024 who was regularised by

Shareholders on July 24, 2024.

In accordance with the provisions of the Act and in terms
of the Memorandum and Articles of Association of the
Company, Mr. Kartik Ganapathy Iyer retires by rotation
at the ensuing Annual General Meeting and has offered
himself for reappointment. Based on the performance
evaluation and the recommendation of the NRC, the
Board recommends his re-appointment as Non¬
Executive Director of the Company, liable to retire by
rotation.

Further, the Board members at its meeting held on March
3, 2025, on the recommendations of NRC, appointed
Mr. Swaminathan Swaminathan (DIN: 10976726) as the
Managing Director and Chief Executive Officer of the
Company for a period of three years with effect from
March 04, 2025 to March 03, 2028 (both days inclusive),
subject to the approval of the members of the Company
vide Postal Ballot Notice dated April 25, 2025.

The Board of Directors in its meeting held on May 21,
2025, based on the recommendation of the NRC,
approved the appointment of Mrs. Janaki Ashwin
Patwardhan (DIN:09180182) as Additional Director in
the capacity of Non-Executive Independent Director of
the Company for a period of 5 years with effect from
May 21, 2025 to May 20, 2030 (both days inclusive),
subject to the approval of the members of the Company.

Members’ attention is drawn to Item No. 5 of the Notice
for the appointment of Mrs. Janaki Ashwin Patwardhan
(DIN: 09180182) as an Non-Executive Independent
Director of the Company. The Company has received
requisite notice in writing from member of the Company
proposing her candidature as Director of the Company.

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

(ii) Declaration by Independent Directors

Independent Directors have submitted their declaration
of independence, stating that:

(i) they continue to fulfil the criteria of independence
as required pursuant to Section 149(6) read with
schedule IV of the Act and Regulation 16(1 )(b) of
the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any
circumstances or situations which exist or may be
anticipated, that could impair or impact their ability
to discharge their duties in terms of Regulation 25(8)
of the SEBI Listing Regulations with an objective
independent judgement and without any external
influence and that they are independent of the
Management;

(iii) they are not debarred from holding the office of
Director pursuant to any SEBI order or order of any
such authority; and

(iv) there has been no change in the circumstances
affecting their status as Independent Directors of
the Company.

All Independent Directors have also affirmed compliance
with the Code of Conduct for Independent Directors as
prescribed in Schedule IV to the Act. The Independent
Directors have also confirmed that:

• they have complied with the Company’s Code of
Conduct; and

• they have registered their names in the Independent
Directors’ databank maintained with the Indian
Institute of Corporate Affairs and satisfies the
requirement of online proficiency self-assessment
test in terms of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

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

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

(iii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the
Act and Regulation 4 of Listing Regulations, the Board
has carried out an annual performance evaluation of its
own performance, and the evaluation of the working of
its Committees and directors. The manner in which the
evaluation has been carried out has been explained in
the Corporate Governance Report.

(iv) Remuneration Policy

The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Act and Regulation
19 of the Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force).

The relevant Policy(ies) have been uploaded on the
website of the Company and can be accessed through
the link https://dxc.com/in/en/about-us/xchanging-
solutions-limited-investor-relations.

The NRC has also developed the criteria for, inter-alia,
determining the qualifications, positive attributes and
independence of Directors.

(v) Board/Committee Composition and Meetings

The Company has a strong and diverse Board which
has oversight over the Company’s management and its
governance. The individual members of the Board bring
a wide range of skills, knowledge, experience and
perspectives.

Regular meetings of the Board and its Committees are
held to discuss and decide on various business policies,
strategies, financial matters and other businesses. A
calendar of meetings is prepared and circulated in
advance to the Directors. Due to business exigencies,
the Board has also approved several proposals through
resolutions by circulation from time to time.

As required under the Act and SEBI Listing Regulations,
the Company has constituted various statutory
committees. As on March 31,2025, the Company has
the following committees of the Board.

• Audit Committee

• Risk Management Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of composition of Board and Committees
and their meetings held during the year are given in the
Corporate Governance Report which form integral part
of this Report. The intervening gap between the meetings
was within the period prescribed under the Act and the
Listing Regulations.

(vi) Separate meeting of Independent Directors.

During the financial year ended March 31, 2025, a
separate meeting of the Independent Directors of the
Company was held on May 23, 2024 without the
attendance of Non-Independent Directors and the
Management team.

(viii)Directors’ Responsibility Statement

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

(a) That in preparation of the annual financial statement
for the year ended March 31, 2025, applicable
accounting standards had been followed along with
proper explanation relating to material departures
if any;

(b) That such accounting policies have been selected
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as of March 31,2025, and of the
profit of the Company for the year ended on that
date;

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

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

(e) Based on the framework of internal financial controls
and compliance systems established and
maintained by the Company, work performed by
Group Management Team including audit of internal

financial control over financial reporting, the Board
is of the opinion that proper internal financial controls
are in place and such internal financial controls are
adequate and are operating effectively; and

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

M. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest
standards of Corporate Governance and to adhere to
the requirements set out by the Securities and Exchange
Board of India. A detailed report on Corporate
Governance along with the Certificate of Mr. Ankush
Agarwal, Partner, MAKS & Co., Company Secretaries
[FRN P2018UP067700], confirming compliance with
conditions of Corporate Governance as stipulated under
Schedule V of the Listing Regulations forms an integral
part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy
and also established a mechanism for directors and
employees to report their concerns. The details of the
same are explained in the Corporate Governance
Report. The Board of Directors based on the
recommendation of the Audit Committee has amended
the Whistle Blower Policy to inter alia, enable employees
to report incidents of leak or suspected leak of
unpublished price sensitive information in line with the
changes made in the SEBI (Prohibition of Insider
Trading) Regulations, 2015. As per the Whistle Blower
Policy implemented by the Company, the Employees,
Directors, customers, dealers, vendors, suppliers, or any
Stakeholders associated with the Company are free to
report illegal or unethical behaviour, actual or suspected
fraud or violation of the Company’s Codes of Conduct
or Corporate Governance Policies or any improper
activity to the Chairman of the Audit Committee of the
Company.

During the year under review, no complaint pertaining
to the Company was received under the Whistle Blower
Policy. The Vigil Mechanism/Whistle Blower Policy is
available at https://dxc.com/in/en/about-us/xchanging-
solutions-limited-investor-relations.

(iii) Risk Management

The Company has a Risk Management process which
provides an integrated approach for managing the risks
in various aspects of the business. The detailed
framework is provided in the Management Discussion
and Analysis Report.

(iv) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial
controls with reference to the financial statements. The
internal financial control system of the Company is
supplemented with internal audits, regular reviews by

the management and checks by external auditors. The
Audit Committee ensures adequacy of the system. The
Statutory Auditors of the Company also provide their
opinion on the internal financial control framework of
the Company.

During the year under review, the internal control
systems were evaluated and found to be effective, with
no reportable material weaknesses identified in either
design or operation. The Company’s Statutory Auditors
also did not report any material weaknesses in internal
controls or any misstatements resulting from control
deficiencies during the course of their audit.

(v) Disclosure under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013

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

The following is the summary of the complaints received
and disposed-off during the financial year ended March
31,2025:

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

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

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

d) No. of cases pending for more than 90 days: Nil

N. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as
amended from time to time), the Board has constituted a
Corporate Social Responsibility (“CSR”) Committee. The
composition and terms of reference of the CSR Committee
are provided in the Corporate Governance Report, which
forms part of this Report.

The Company has adopted a CSR Policy in accordance with
the provisions of the Act and rules made thereunder. The
CSR Policy of the Company outlines its CSR focus areas,
guiding principles for CSR activities, identified sectors,
reporting mechanisms etc. The CSR Policy of the Company
is available on the Company’s website at https://dxc.com/in/
en/about-us/xchanging-solutions-limited-investor-relations.

The Annual Report on CSR activities, in the prescribed
format, for FY 2024-25 as required under Section 134 and
135 of the Act, read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and Rule 9 of the
Companies (Accounts) Rules, 2014, is annexed to this

Report and marked as Annexure - V.

O. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

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

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORTING

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

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

Q. OTHER DISCLOSURES

(i) Share Capital

There was no change in the paid-up share capital of
the Company. As on March 31, 2025, the paid -up
capital of the Company was Rs. 1,114,037,160/-. This
comprises 111,403,716 equity shares of Rs. 10/- each
fully paid-up.

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

(ii) Statutory Disclosures

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

(iii) Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act the Annual Return as on March 31,2025 in
the prescribed Form MGT-7 is available on the
Company’s website at https://dxc.com/in/en/about-us/
xchanging-solutions-limited-investor-relations.

(iv) Compliance of Secretarial Standards

During the financial year under review, the Company
has complied with applicable Secretarial Standards on
Board and General Meetings specified by the Institute
of Company Secretaries of India pursuant to Section
118(10) of the Act.

(v) Appointment of Independent Director in an unlisted
material Subsidiary

Pursuant to Regulation 3 and Regulation 24 of the
Listing Regulations, Mr. Henry D’Souza, Independent

Director of the Company has been appointed as
Independent Director w.e.f. April 1,2019 on the Board
of Directors of Company’s unlisted material subsidiary
i.e. Xchanging Solutions (USA), Inc.

(vi) Responsibility
For Standalone:

The Company’s Board of Directors is responsible for
the information included in the Board’s Report including
Annexures to Board’s Report, Management Discussion
and Analysis and Corporate Governance Report
including annexures thereon.

For Consolidated:

The Parent Company’s (Xchanging Solutions Limited)
Board of Directors is responsible for the information
included in the Board’s Report including Annexures to
the Board’s Report, Management Discussion and
Analysis and Corporate Governance Report including
annexures thereon.

(vii) Material changes and commitments affecting the
financial position of the Company

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end of
the financial year to which the financial statements
relate and the date of this Report.

(viii) Significant and material orders

During the Financial Year 2024-25, there were no
significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status and the Company’s operations in future.
Further, no penalties have been levied by the SEBI or
any other regulator during the year under review.

(ix) Listing

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

(x) Maintenance of Cost Records

The maintenance of cost records, for the services
rendered by the Company, is not required pursuant to
Section 148 (1) of the Act read with Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014.

Hence, Cost audit is not applicable to the Company.

(xi) Chief Executive Officer (CEO) and Chief Financial
Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as
prescribed in Part B of Schedule II of the said
Regulations, has been obtained from Mr. Swaminathan
Swaminathan, Managing Director & Chief Executive
Officer and Mr. Shrenik Kumar Champalal, Whole Time
Director & Chief Financial Officer, for the Financial Year
2024-2025 with regard to the Financial Statements and
other matters. The said Certificate forms part of
Corporate Governance Report.

(xii) Any proceedings under the Insolvency and
Bankruptcy Code, 2016

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

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

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

ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation
for the co-operation and assistance received from the Company’s
Bankers, Regulatory Bodies and Stakeholders including other
business associates who have extended their valuable sustained
support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of
gratitude and appreciation for the commitment displayed by
executives, officers and staff at all levels of the Company,
resulting in the successful performance of the Company during
the year under review. We look forward to your continued support
in the future.

For and on behalf of the Board of Directors,

Swaminathan Swaminathan Shrenik Kumar Champalal

Managing Director & Whole Time Director &

Chief Executive Officer Chief Financial Officer

DIN: 10976726 DIN: 08099410

Place : Chennai Place : Bengaluru

Date : May 21, 2025 Date : May 21, 2025