Company Annual Report

SEC/SE/028/20-21
Chennai, August 05, 2020
BSE Limited, National Stock Exchange of India Limited,

Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
P J Towers, Dalal Street, Bandra Kurla Complex,
Mumbai – 400 001 Bandra (East),
Scrip Code: 533121 Mumbai - 400 051
Scrip Code: EXPLEOSOL
Sub: Submission of Annual Report for the Financial Year 2019-20 along with Notice of 22nd Annual
General Meeting.
Dear Sir/Madam,
Pursuant to Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, please find attached the Annual Report for the Financial Year 2019-20 along with Notice of
22nd Annual General Meeting of the Company.
You are requested to take the above on record and oblige.
Thanking you,
Yours faithfully,
For Expleo Solutions Limited
(Formerly known as SQS India BFSI Limited)
SESHADRI
Digitally signed by SESHADRI
SAMPATH SAMPATH KUMAR
Date: 2020.08.05 11:32:05 +05'30'
KUMAR
S. Sampath Kumar
Company Secretary and Compliance Officer
Membership No. FCS 3838
Encl : As above.
Expleo Solutions Ltd.

(Formerly known as SQS India BFSI Ltd.)
6A, Sixth Floor, Prince InfoCity II, No. 283/3 & 283/4, Rajiv Gandhi Salai (OMR)
Kandanchavadi, Chennai 600096 • India • T. +91 44 4392 3200
CIN: L64202TN1998PLC066604 • GST No: 33AABCT0976G1ZG

Expleo Solutions Ltd. EXPLEO SOLUTIONS LTD.
(formerly known as SQS India BFSI Ltd.)
6A, Sixth Floor, Prince InfoCity II,
(FORMERLY KNOWN AS SQS INDIA BFSI LTD.)
No. 283/3 & 283/4, Rajiv Gandi Salai (OMR)
Kandanchavadi, Chennai – 600 096, India
T. +91 44 43923200
Annual Jeport
FY 2019 – 2020
Printed by Chennai Micro Print (P) Ltd. Chennai - 77

Expleo Solutions Ltd. business locations
Countries where Expleo Group is represented
expleogroup.com Think bold, act reliable

Expleo Solutions Limited
(formerly known as SQS India BFSI Limited)
Corporate
Team Expleo Solutions at Inspire @ Chennai 2020

information
BOARD OF DIRECTORS Prof. K. Kumar
Deputy Chairman & Independent Director
Olivier Aldrin
Non-Executive Director
Balaji Viswanathan
Managing Director & CEO
Lilian Jessie Paul
Independent Director
Martin Hodgson
Additional Director (Non-Executive)
Prof. S. Rajagopalan
Rajiv Kuchhal
Ralph Gillessen
Ulrich Bäumer
CHIEF FINANCIAL OFFICER Desikan Narayanan
COMPANY SECRETARY S. Sampath Kumar
AUDITORS Kalyaniwalla & Mistry LLP
Chartered Accountants
Esplanade House, 29, Hazarimal Somani Marg, Fort,
Mumbai–400 001.
INTERNAL AUDITORS V. Chandrasekaran & Associates,
1st Floor, Kalpataru Complex, No.44, C.P. Ramaswamy Road,
Alwarpet, Chennai–600 018
BANKERS The Lakshmi Vilas Bank Limited
Cathedral Road, Chennai-600 086
ICICI Bank Limited
Bazullah Road, T. Nagar, Chennai-600 017
The Hongkong and Shanghai Banking Corporation Limited
LEGAL ADVISORS S. Ramasubramaniam & Associates
New No.13/1, Bishop Wallers Avenue West
Mylapore, Chennai-600 004
REGISTRAR AND SHARE Cameo Corporate Services Limited
TRANSFER AGENTS ‘Subramanian Building’No.1, Club House Road, Chennai-600 002,
Tel. +91 044 2846 0390 / 044 4002 0700, email: [email protected],
website: http://www.cameoindia.com
REGISTERED OFFICE 6A, Sixth Floor, Prince Infocity II, No.283/3 & 283/4
Rajiv Gandhi Salai (OMR), Kandanchavadi,
Chennai–600 096, +91 044 4392 3200,
email: [email protected]
website: www.expleosolutions.com
SQS India BFSI Limited
contents
Letter to the STANDALONE CONSOLIDATED
04 Shareholders FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Performance Independent Independent
06 Highlights
80 Auditor’s
Report
142 Auditor’s
Report
Directors’ Balance Balance
07 Report
90 Sheet
150 Sheet
Annexure Statement Statement
20 to Directors’
Report
91 of Profit
and Loss
151 of Profit
and Loss
Management Statement Statement
42 Discussion
and Analysis
92 of Change
in Equity
152 of Change
in Equity
Report on Statement Statement
48 Corporate
Governance
93 of Cash
Flow
154 of Cash
Flow
Certifications Notes Notes
67 94 155
Expleo Solutions Limited (formerly known as SQS India BFSI Limited)
BOARD OF DIRECTORS
Board of Directors
1 2 3
4 5 6
7 8 9
Annual Report 2019-20 | 2

BOARD OF DIRECTORS
1. PROF. K. KUMAR 90s and early 2000s, headed marketing 15 years. Martin is an Engineering Graduate
Deputy Chairman & Independent for challenger brand iGATE (now a part from Cambridge University.
Director of CapGemini) and went on to be Chief 7. RAJIV KUCHHAL
Kumar is Deputy Chairman and Marketing Officer of Wipro Technologies
Independent Director of Expleo Solutions for five years during which it quadrupled
its revenues to $4 billion. Rajiv is an Independent Director of Expleo
Limited.
Solutions Limited.
He has over three decades of experience In 2010, Jessie Paul founded Paul Writer a
marketing advisory firm that works with He has more than 30 years of management
as a corporate manager, consultant,
global and Indian clients to maximise experience with 16 years in Infosys. He was
entrepreneur and in academia. Kumar
marketing impact. She now drives the Paul instrumental in establishing of product
holds a bachelor’s degree in Electrical
Writer Impact Network, an agency network engineering services practice at Infosys,
& Electronics Engineering (Madurai
dedicated to managing and optimising the heading the practice till 2001. Rajiv was
Kamaraj University) and obtained both
complete buyer journey. one of the founding members of Infosys
the PGDM and Fellowship (Doctoral
BPO (earlier Progeon), the business
level) qualifications from the Indian Her first book, No Money Marketing: From process outsourcing (BPO), subsidiary of
Institute of Management, Bengaluru Upstart to Big Brand on a Frugal Budget Infosys Technologies, where he was the
(IIM-B). In his current role as Professor was published by Tata McGraw-Hill, and Head of Operations and subsequently,
of Entrepreneurship at Indian Institute was based on her experience putting the Head of Business Transformation. He
of Management, Bengaluru (IIM-B), he Indian brands on the global map. She subsequently worked with OnMobile as its
is involved in teaching, research and is now refining her thoughts on frugal Chief Operating Officer. Rajiv is an angel
entrepreneurship promotion initiatives. His marketing in the digital era for an updated investor, and a General Partner at Exfinity
corporate experience includes a consulting version of the new book to be published by Ventures.
role at Tata Consultancy Services Bloomsbury in November 2020.
(1991-95) and as CEO (1995-2001) and He is a graduate in Electrical Engineering
She holds an MBA from Indian Institute of from Indian Institute of Technology, Delhi.
President (2005-2006) of Trigent Software
Management, Calcutta, and a bachelor’s
Ltd. 8. RALPH GILLESSEN
degree f rom National Institute of
2. BALAJI VISWANATHAN Technology, Trichy. Director (Non-Executive)
Managing Director & CEO Ralph Gillessen is the Director
5. PROF. S. RAJAGOPALAN
Balaji is the Managing Director and CEO (Non-Executive) of Expleo Solutions
Independent Director Limited.
of Expleo Solutions Limited.
Rajagopalan is an Independent Director of Ralph Gillessen is Board Member of Expleo
Balaji comes with over 26 years of
Expleo Solutions Limited. Germany Holding GmbH providing the
professional experience in the financial
services and ITES domain of which 16 years He is a Bachelor of Technology (B.Tech) in global leadership of the sales teams and
have been in the Financial Services Industry Chemical Engineering from Indian Institute is responsible for assuring client delivery
and 8 years in the Outsourcing/Offshoring of Technology, Delhi, Post Graduate and resource management for all Expleo
of Financial Services. His last assignment Diploma in Management from Indian Quality and Management Consulting
was as Senior Director in charge of Global Institute of Management, Bengaluru and activities.
Delivery for BFSI services at Concentrix a Ph.D from Indian Institute of Technology, He ensures that the company has the
which is the outsourced business division Kanpur. He was the CEO of the Karnataka proper operational controls, procedures,
of SYNNEX Corporation, a Fortune 500 State Council for Science and Technology and systems in place to effectively grow
company listed on the NYSE. for 14 years and also was Founder and the organisation and to ensure financial
Balaji also worked with Serco, Reliance Chairman of TIDE an NGO. He was awarded strength and operating efficiency.
Jio Payments Bank, Yes Bank and HDFC Ashoka Fellowship in the year 1984, Fellow Ralph has joined SQS in 2002 and has
Bank across Sales, Product Management of the Salzburg Seminar in the year 1999 worked in various senior sales and
and Operations, from where he garnered and finalist of Social Entrepreneur of consultancy positions. He entered the
a strong domain knowledge of Core the year in 2006. Prof. S. Rajagopalan SQS management board in January, 2013
Banking Systems, Cards, Transaction was elected as one of the 50 pioneers of and is member of Expleo Group Executive
Switching apart from being responsible change by India Today Magazine in the Committee since January, 2018.
for operations and technology for South year 2008. Since 2008, he is a professor at
the International Institute of Information 9. ULRICH BÄUMER
Asia at Master Card International.
Technology, Bengaluru. Independent Director
3. OLIVIER ALDRIN
6. MARTIN HODGSON Ulrich is an Independent Director of Expleo
Director (Non-Executive) Solutions Limited.
Olivier Aldrin is the Director (Non-Executive) He is a dual qualified (Rechtsanwalt -
of Expleo Solutions Limited. Martin Hodgson joined SQS / Expleo in end
Germany; Attorney-at-law - New York)
Olivier Aldrin is the Chief Executive Officer of 2015 to set up and build Management
lawyer and a partner in the technology
of Expleo Group. Consulting Division. He is the Executive
group of the international law f irm,
Director of Management Consulting,
After starting his career at Arthur Andersen, Osborne Clarke. He advises the clients of
responsible for consulting business globally
Olivier Aldrin has held the positions of the firm mainly in the areas of information
and a Board member of Expleo Technology
Chief Financial Officer and Deputy Chief technology. He drafts and negotiates
Germany GmbH, which is responsible for
Executive Officer at various digital services complex international IT project (especially
the QMC business. outsourcing and licensing) contracts and
companies (Serete, Thales IS, Ingenico,
Econocom). His previous roles include, He has built up his career in technology assists the technology clients of the firm
Deputy General Manager in charge of and consulting with Ford Motor Company in M&A transactions. He also advises
Finance at Altran Technologies. for 10 years as system and business in all other aspects of technology and
Olivier is a graduate of Neoma Business analyst and project and programme licensing law. He advises many German
School (France). manager on complex global information and International companies on all aspects
technology programmes. He worked with of IT law. Ulrich is the Justiziar (inhouse
4. LILIAN JESSIE PAUL Llyods Register of Shipping for 5 years, lawyer) of VOICE e.V., the German CIO
Independent Director running IT Application and infrastructure association. Ulrich is a lecturer at law (IT
Jessie Paul is the Managing Director of Paul development projects. He was also engaged law) at the University of Cologne, the WHU-
Writer. Jessie has 25 years of experience with Global Programme Management Otto Beisheim School of Management,
in marketing, always on a tight budget. Consultancy (Pcubed) for their European Columbia University (NY/Paris) and the
She was Global Brand Manager of Infosys Operations and was promoted as Global National Law School University of India
during its hectic growth era of the late CEO and been with them for a period of (Bangalore).

LETTER TO THE SHAREHOLDERS
Letter to the shareholders
Prof. K. Kumar
Deputy Chairman
Dear Shareholders,
The financial year gone by witnessed the expansion of our new, invigorated brand,
Expleo Solutions, part of the Expleo Group of companies, focusing exclusively
on business assurance, quality assurance and software testing for the Banking,
Insurance and Financial services industries. In this communication, I would like to
share with you our performance for the financial year 2019-20, update on business
operations, new opportunities, and our response to combat Covid-19.
During the financial year 2019-20, we have continued to grow. Some of the key European
reported total income of INR 2,780 Mn clients also showed increased business activities.
(INR 278 crores) compared to INR 2,888 Mn However, the United States (US) continued to
(INR 288 crores) in financial year 2018-19, remain a weak market for us, despite its huge
reflecting a drop of 3.7% on year on year basis. We potential. Your company opened a branch office
achieved a Net Profit Margin of 14.2%, an increase in Philippines and received necessary approvals
of 13.7% over the previous year. Our net cash from various Statutory Authorities in Philippines
position stood at INR 872 Mn for the financial year to commence commercial operation from this
2019-20 compared to INR 987 Mn in financial branch office.
year 2018-19. During the year, 21% of our business Expleo was recognized as a ‘Leader’ in the
came from the Expleo Group as against 19% in overall market segment for next generation
the previous year. software testing services in the Nelson Hall’s
We were able to achieve this performance in the April, 2019 report.
financial year 2019-20 despite the main markets
of United Kingdom (UK) and Europe witnessing
some headwinds in terms of growth. On the
positive side, the markets in Middle East and
Asia, where we are offering our services directly,

LETTER TO THE SHAREHOLDERS
Additionally, we were also positioned as a ‘Leader’ for transforming at least 50% of employees into
in mobile testing, AI-based automation and techno-functional employees by end of 2020.
other cognitive & testing capabilities. This is a We believe such a transformation will position
testament to the excellent work of our teams and us better to face the dynamic changes in
an encouragement to continue to deliver effective market conditions post Covid-19. The new age
solutions for our clients. As the technologies keep services offered by Industry 4.0 technologies
evolving, we are keen to remain at the forefront of have already proven to be a great boon during
the next generation of quality services, especially the tough times brought on to the business
in mobile, AI-based and Robotics Process world by Covid-19 pandemic.
Automation (RPA). We will continue to invest in We are tending towards a new normal even
Quality Engineering and Quality Assurance (QA) as the Covid-19 pandemic is continuing to
around embedded software, Internet of Things create disorder across the globe. We have two
(IoT) and Product Life Cycle Management (PLM) priorities right now, protecting our employees
in coming years. and securing our business during this crisis.
The Banks and Financial institutions have started The safety of our employees is our first concern,
recognising the need to evolve from traditional especially for those who are still working, or
models to a fully agile approach to accelerate the are going back to work, on our or clients’ sites
pace of digital transformation. They are facing when remote working is not possible. We
significant disruption, led by changing consumer want to recognise their commitment to our
demand and proliferating new technologies. They clients and continuity of our company critical
are also challenged by intense new competition services. We are incredibly proud of the agility
from nimble FinTech start-ups and digital native and commitment demonstrated by Expleo
challenger banks. Agility and speed to scale have community to adapt to this new normal, in the
become more business critical than ever before. face of great uncertainty.
Businesses are getting a taste of the benefits that As the pandemic develops, we continue to
process automation can provide them to meet provide our services in all the 30 countries where
these critical demands. we have operations, and we are delivering
Our clients are increasingly adapting to new most of our client activities remotely. We have
age digital technology to operate successfully been able to switch over 95% of our employees
in today’s disrupted world. Most banks have to deliver our client services remotely while
embarked on digital transformation initiatives maintaining high standard of cyber-security.
in their quest for innovation, shorter new product Due to high uncertainty, it is too early to say how
development cycles and reduced costs. We work Covid-19 will affect Expleo Solutions’ business
closely with global banks and institutions, helping and financial performance in the financial
them to navigate these challenges. We are well year 2020-2021. As for the future, our topmost
positioned to hand hold our clients in their journey priority is to make sure that your company exits
of transition, by helping them to create, test, and this period strong, better placed to accompany
scale digital solutions and operationalise them our clients through their recovery and back to
at a rapid pace. growth. We are confident that we will overcome
During the year, we saw strong demand for digital this situation together.
and new age services such as Robotic Process On behalf of Board, I would like to take this
Automation (RPA), Application Programming opportunity to wish our customers a speedy
Interface (API) Banking, Artificial Intelligence (AI) return to normalcy in their business operations
and DevOps. We continue to increase our service and also to thank them for the trust reposed
footprint and offerings in these areas. Rapid digital in us. I would also like to congratulate our staff
transformation and rising test automation for lower for the exemplary commitment and hard work
operational costs along with enhanced quality demonstrated by them. I would like to thank
assurance are key drivers for client organizations you, our valued shareholders, for extending
to adopt digital assurance. We will continue to your continued support and reposing your
explore strategic partnership with technology confidence in your company.
and platform providers who would help us reach Stay safe, healthy, and take care of your families.
a larger set of such customers in coming years.
Most importantly, we will continue to invest in Yours Sincerely,
upskilling and right skilling of our employees and
getting them trained and certified to adapt to
Prof. K. Kumar
the new age technologies. We have set a target Deputy Chairman

PERFORMANCE HIGHLIGHTS
Performance
highlights
Decade at a Glance (Consolidated Basis) Rs. in Millions
Particulars 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11
Gross Revenue** 2,694 2,828 2,712 2,599 2,642 2,142 1,944 1,614 1,214 829
EBIDTA # 610 591 538 424 605 389 499 326 224 61
Profit Before Tax # 541 536 479 370 562 320 422 265 185 32
Profit After Tax # 399 362 319 232 369 216 300 194 114 19
Fixed Assets: Gross 432 324 307 300 526 483 473 457 225 194
Block #
Fixed Assets: Net 260 189 224 267 248 243 274 312 109 112
Block #
Share Capital # 103 107 107 107 106 105 103 101 101 101
Reserves and surplus # 1,420 1,281 1,179 1,164 1,239 911 980 781 655 599
Networth # 1,522 1,388 1,286 1,271 1,345 1,016 1,082 882 755 700
Sundry Debtors # 759 457 681 424 541 567 558 413 236 229
Cash and Bank 872 987 850 891 861 683 502 394 404 400
Balances #
Current Assets # 1,776 1,625 1,633 1,380 1,519 1,380 1,157 952 899 762
Current Liabilities # 537 522 626 435 490 560 290 289 263 183
Working Capital # 1,239 1,103 1,007 945 1,029 820 867 663 636 579
Employee Strength 1,062 962 1,012 919 1,076 907 905 782 742 661
(No.s)
No of Equity Shares 10,252 10,713 10,710 10,680 10,639 10,545 10,268 10,124 10,052 10,052
('000)
Earnings Per Share 38.51 33.79 29.9 22.3 34.6 20.6 28.7 19.0 11.3 1.9
(Diluted) (Rs.) #
Book Value per Share 148.45 129.6 120.1 119.0 126.4 96.4 105.4 87.1 75.1 69.6
(Rs.)
Dividend - Rs. per - - 24.0 24.0 24.0 24.0 9.0 6.0 5.0 1.0
share
(Interim and Final)
EBITDA : Earnings before Interest, Depreciation,Taxes & Amortization

** Export incentives are reclassified to Other Income
# Figures are as per Ind AS format from the year 2015-16 onwards
One Million (Mn) is equal to Ten lakhs

DIRECTORS’ REPORT
Directors’
report
The Company is pleased to present the report on its business and operations for the year ended March 31, 2020.
1. Financial highlights for the year ended March 31, 2020:
(Rs. in Millions)
Consolidated Standalone
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Total Income 2,779.87 2,887.69 2,761.70 2,883.26
Employee benefits expense 1,793.10 1,833.59 1,347.15 1,249.77
Depreciation and amortization 58.22 54.99 58.00 54.76
expenses
General, administrative and other 376.91 462.76 858.13 1,097.79
Expenses
Finance cost 11.08 0.67 11.08 0.67
Total Expenses 2,239.31 2,352.01 2,274.36 2,402.99
Profit/(loss) before exceptional 540.56 535.68 487.34 480.27
Items
Exceptional Items - - - -
Profit Before Tax 540.56 535.68 487.34 480.27
Tax expense 141.54 173.66 137.85 165.89
Profit After Tax 399.02 362.02 349.49 314.38
Other Comprehensive Income (4.33) (1.55) (4.67) (1.55)
Total Comprehensive Income 394.69 360.47 344.82 312.83
Earnings per Equity share
(Par value of Rs. 10/- each)
Basic (Rs.) 38.51 33.79 33.73 29.35
Diluted (Rs.) 38.51 33.79 33.73 29.35
2. Business and Operations Review: Geographically, the Company’s revenue from operations
has been more diversified this year with revenue
Total operating revenue was Rs. 2,694.04 Mn for the Financial
from operations from India, the Middle East, Asia and
Year 2019-20, which as compared to Rs. 2,827.73 Mn in the
Australia rising to 35% (as compared to 28% in the
previous year is lower by five percent. Total Comprehensive
previous year). The business derived from Europe was
Income stood at Rs. 344.82 Mn, (representing 12% of Total
62% of its revenues from operations and 3% from US.
Income) as against Rs. 312.83 Mn (11% of Total Income) in
During the year, the proportion of Onsite revenue stood
the previous year. This signifies an improvement over the
at 53% as compared to 58% in the previous year and the
previous year both in absolute and percentage terms.
Offshore revenue stood at 47% as compared to 42% in
Currency fluctuations resulted in Profit for the year of
the previous year.
Rs. 43.97 Mn as compared to a loss of Rs. 26.94 Mn in the
previous year. During the year under review, new client acquisitions
contributed to 5% of revenue from operations. The

DIRECTORS’ REPORT
repeat business from existing clients accounted for 95% price of Rs. 550/- (Rupees Five hundred and fifty only) per
of revenue from operations as compared to 97% in the Equity Share, payable in cash, for an aggregate amount not
previous year. exceeding Rs. 25,34,92,800/- (Rupees Twenty Five Crores
Thirty Four Lakhs Ninety Two Thousand Eight Hundred
The revenue from Group clients for financial year
only) (“Buyback Offer Size”) excluding the Transaction Costs.
2019-20 increased to 21% as compared to 19% in the
The Buyback Offer Size represents 25% of the aggregate
previous financial year. On the practice front, the Banking
of the fully paid-up share capital and free reserves, of the
practice registered degrowth of 12% as compared to the
Company as per the audited standalone financial results
previous year, contributing 35% of revenues.
for the financial year ended March 31, 2018.
Employee strength, as on March 31, 2020, for the
The Company adopted the tender offer route for the
standalone entity was 990 (consolidated entity 1062)
purpose of the Buyback. The Buyback was implemented
as compared to 889 (consolidated entity 962) in the
using the “Mechanism for acquisition of shares through
previous year. The percentage of women employees
Stock Exchange” notified by the SEBI vide circular CIR/
during the year was maintained at 37 percent. For the
CFD/POLICYCELL/1/2015 dated April 13, 2015 read with
consolidated entity, the women employees during the
the “Streamlining the Process for Acquisition of Shares
year stood at 387 (36%) as compared to 340 (35%) in the
pursuant to Tender-Offers made for Takeovers, Buy
previous year. The attrition is reduced to 20% for the
Back and Delisting of Securities” as prescribed under
year ended March 31, 2020 as compared to 24% in the
the SEBI Circular CFD/DCR2/CIR/P/2016/131 dated
previous year.
December 9, 2016, including any amendments thereof,
3. Capital expenditure: issued by Securities and Exchange Board of India (“SEBI”).
During the financial year 2019-20, the Company added The tendering period for the Buyback Offer opened on
Rs. 129.44 Mn to its to the Company’s gross block Thursday, May 30, 2019 and closed on Thursday, June 13,
with capital expenditure, which comprised Rs. 106.18 2019.
Mn on account of Leasehold assets, Rs. 19.40 Mn on
The Company bought back an aggregate of 4,60,896 (Four
technology infrastructure, Rs. 3.86 Mn through physical
Lakhs Sixty Thousand Eight Hundred and Ninety Six) Equity
infrastructure, and the balance Rs. 0.01 Mn through
Shares under the Buyback, at a price of Rs. 550/- (Rupees
intangible asset addition.
Five hundred and fifty only) per Equity Share.
4. Liquidity:
The total amount utilized in the Buyback is Rs. 25,34,92,800/-
The Company continues to maintain comfortable cash (Rupees Twenty Five Crores Thirty Four Lakhs Ninety Two
balances to meet its strategic objectives. The liquid assets Thousand Eight Hundred only) excluding the Transaction
as at the end of the year stood at Rs. 1,338.77 Mn (against Costs.
Rs. 1,132.39 Mn in the previous year). The Company’s
Equity Shares held in dematerialized form accepted
Cash balance stood at Rs. 699.94 Mn as compared to
under the Buyback were transferred to the Company’s
Rs. 839.71 Mn in the previous year.
Demat Account on Friday, June 21, 2019. The unaccepted
5. Share capital: dematerialized Equity Shares have been returned to
At the end of the financial year March 31, 2020, the respective Seller Member/Custodians by the Clearing
Company’s Paid-up Equity Share Capital stood at Corporations on Friday, June 21, 2019. There were no tender
Rs. 102.52 Mn, consisting of 1,02,52,485 fully Paid-up Equity of shares in the buyback received in physical form.
Shares of Rs. 10/- each. The 4,60,896 (Four Lakhs Sixty Thousand Eight Hundred
Buyback of Equity Shares: and Ninety Six) Equity Shares accepted under the Buyback
were extinguished on June 26, 2019.
The Company had announced the Buyback of not exceeding
4,60,896 (Four Lakhs Sixty Thousand Eight Hundred and 6. Net worth:
Ninety Six) fully paid-up equity shares of face value of The Company’s net worth stood at Rs. 1,152.52 Mn as at
Rs. 10/- (Rupees Ten only) each (“Equity Shares”), representing March 31, 2020 as against Rs. 1,068.82 Mn at the end of
4.30% of the total number of Equity Shares of the paid-up the previous year.
Equity Share Capital of the Company from the shareholders
7. Transfer to general reserve:
or beneficial owners of Equity Shares of the Company as
on the record date i.e. April 12, 2019 (“Record Date”), on a During the financial year, the Company transferred
proportionate basis, through the “Tender Offer” route at a Rs. 34.00 Mn (previous year - Rs. 31.00 Mn) to the general

DIRECTORS’ REPORT
reserve, which represents 10% of the net profit of the The same is disclosed on the website of the Company
Company. As a result, the total amount of general https://expleogroup.com/expleo-solutions/financial/ -
reserve as on March 31, 2020 was Rs. 246.09 Mn (previous AGM and Annual Reports
year - Rs. 212.09 Mn).
11. Number of meetings of the Board:
8. Dividend:
The Board met four times during the financial year.
The Company has not declared or recommended any The dates on which the said meetings were held are as
Dividend during the Financial Year 2019-20. follows: May 06, 2019, July 31, 2019, October 31, 2019 and
January 30, 2020.
9. Subsidiaries and Branches:
Further details of the same are given in the Corporate
The Company operates internationally through four
Governance Report. The intervening gap between the
wholly-owned subsidiaries:
meetings was within the period prescribed under the
a) Expleo Solutions Pte. Ltd., Singapore (formerly known Companies Act, 2013, and the SEBI (Listing Obligations
as SQS BFSI PTE. LTD) and Disclosure Requirements) Regulations, 2015, as
b) Expleo Solutions UK Ltd., UK (formerly known as amended.
SQS BFSI UK LTD)
12. Corporate Governance and Management Discussion
c) Expleo Solutions Inc., USA, (formerly known as Analysis Report:
SQS BFSI Inc., USA)
A separate section on Corporate Governance, forming
d) Expleo Solutions FZE, UAE, (formerly known as
part of the Directors’ Report and the certificate from
SQS BFSI FZE., UAE)
the Company’s auditors confirming compliance with
The Board of Directors of the Company reviewed Corporate Governance norms, as stipulated in the SEBI
the affairs of the wholly owned subsidiaries of the (Listing Obligations and Disclosure Requirements)
Company for the financial year 2019-20. In accordance Regulations, 2015, as amended, are included in the
with Section 129(3) of the Companies Act, 2013, the Annual Report. The Company has taken adequate steps
Company has prepared the Consolidated Financial for strict compliance with the Corporate Governance
Statements of the Company, which forms part of this guidelines, as amended from time to time. A separate
Annual Report. Further, a separate section on the Management Discussion and Analysis Report is also
salient features, performance and financial position of attached and forms part of this report.
each of the subsidiaries and their contribution to the
13. Business Responsibility Report:
overall performance of the Company during the period
under report, as prescribed under Section 129(3) of the A separate section on Business Responsibility Report is
Companies Act, 2013, read with Rule 5 and Rule 8(1) attached and forms part of this report.
of Companies (Accounts) Rules, 2014, can be found in
14. Declaration given by Independent Directors:
Annexure I.
All the Independent Directors of the Company have
The Audited Annual Accounts and related information
given their declaration under Section 149(7) of the
of subsidiaries, wherever applicable, will be made
Companies Act, 2013, confirming that they are in
available to shareholders upon request and will also be
compliance with the criteria of independence as laid
available for inspection during normal business hours
down in Section 149(6) of the Companies Act, 2013, and
at the registered office of the Company. The Audited
Regulation 25 of SEBI (Listing Obligations and Disclosure
Annual Financial Statements shall also be available on
Requirements) Regulations, 2015, as amended, for being
the website of the Company.
an Independent Director of the Company.
The Company has opened a Branch office at Philippines
15. Policy on Directors’ appointment and remuneration:
during the year. The Company also has Branch offices in
Belgium and Malaysia. The Company has a policy in place on Directors’
appointment and remuneration, including criteria
10. Annual Return:
for determining qualifications, positive attributes,
The extracts of the Annual Return for the financial independence of a Director and other matters, as
year ended March 31, 2020, as prescribed under required under Section 178(3) of the Companies Act,
Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations
2013, read with Rule 12(1) of Companies (Management and Disclosure Requirements) Regulations, 2015, as
and Administration) Rules, 2014, is given in Annexure II. amended. There has been no change in the policy since

DIRECTORS’ REPORT
the last financial year. The details of the remuneration as Assystem Technologies Groupe SAS) along with its
policy are covered in the Corporate Governance Report subsidiaries is above the threshold limit of 10% of the
and the same is disclosed on the website of the Company previous year consolidated turnover of the Company.
https://expleogroup.com/Policy_on_Remuneration_of_ These transactions have been classified as “Material
Directors_KMPs_and_Sr_Employees/. Transactions” as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
16. Particulars of loans, guarantees or investments:
amended. However, the aforesaid transactions fall
The Company has neither given any loan to any within the limits as approved by the Shareholders in
person nor given any guarantee or provided security in the Annual General Meeting held on July 26, 2018. There
connection with a loan to any other body corporate or are no material significant related party transactions
person or acquired by way of subscription, purchase or made by the Company with Directors, Key Managerial
otherwise, the securities of any other body corporate. Personnel, Senior Management Personnel or other
The Company has the following investments in designated persons, which may have a potential
its wholly-owned subsidiaries as specified under conflict with the interests of the Company at large. All
Section 186 of the Companies Act, 2013: related party transactions are placed before the Audit
Rs. in Millions Committee and the Board of Directors for their prior
March 31, March 31, approval.
Particulars
2020 2019 In respect of transactions with the wholly-owned
Unquoted equity Instruments subsidiaries which are foreseen and repetitive in nature,
(in Subsidiaries) prior omnibus approval of the Audit Committee is
obtained on an annual basis. The transactions entered
100,000 equity shares 2.66 2.66
(Previous year - 100,000 pursuant to the omnibus approval so granted are
equity shares) of SGD 1/- tracked and verified. A statement giving details of all
each in Expleo Solutions Pte. related party transactions is placed before the Audit
Ltd., Singapore (formerly Committee and the Board of Directors for their approval
known as SQS BFSI Pte. Ltd., on a quarterly basis. The Policy on Materiality of Related
Singapore) Party Transactions as approved by the Board of Directors
3,000 equity shares (Previous 4.62 4.62 is available on the Company’s website. The weblink for
year - 3,000 equity shares) the same is https://expleogroup.com/policy-materiality-
of USD 0.01/- each in Expleo of-related-party-transactions/.
Solutions Inc., USA
(formerly known as SQS BFSI None of the Directors has any pecuniary relationships
Inc., USA) or transactions vis-à-vis the Company. The details of
350,000 equity shares 24.17 24.17 contracts or arrangements with related parties entered
(Previous year - 350,000 during the year are given in a separate annexure to the
equity shares) of GBP 1/- report in Annexure III.
each in Expleo Solutions UK
18. Material changes and commitments, if any, affecting
Ltd., UK (formerly known as
SQS BFSI UK Ltd., UK) the financial position of the Company:
600 equity shares (Previous 8.70 8.70 There are no material changes or commitments
year - 600 equity shares) of affecting the financial position of the Company, which
AED 1,000/- each in Expleo has occurred between the end of the financial year of
Solutions FZE., UAE the Company to which the financial statements relate
(formerly known as SQS BFSI and the date of the report.
FZE., UAE)
19. Transfer to Investor Education and Protection Fund
17. Particulars of contracts or arrangements with (“IEPF”):
related parties: Pursuant to the applicable provisions of the Companies
During the year 2019-20, all the contracts and Act, 2013, read with the IEPF Authority (Accounting,
arrangements entered by the Company with related Audit, Transfer and Refund) Rules, 2016 (‘the Rules’),
parties were on an “arm’s length” basis and in the all unpaid or unclaimed dividends are required to be
ordinary course of business. The total value of all the transferred by the Company to the IEPF established
transactions with M/s. Expleo Group (formerly known by the Government of India, after the completion of

DIRECTORS’ REPORT
seven years. Further, according to the Rules, the shares the Madras Export Processing Zone (MEPZ) facility
on which dividend has not been paid or claimed by to commemorate any significant event in the
the shareholders for seven consecutive years or more organisation like a customer visit or retirement of an
shall also be transferred to the Demat account of the employee.
IEPF Authority. During the financial year 2019-20, an (ii) Steps taken by the Company for utilizing alternate
amount of Rs. 391,131/-, which was lying in the Final sources of energy: The Company’s registered office
Dividend account pertaining to the year 2011-12 and an is located in a tech park wherein close to 80% of the
amount of Rs. 310,764/- lying in the Interim Dividend energy consumed is being sourced from the grid
account pertaining to the year 2012-13 of the Company using wind turbines, thus promoting ‘Green Energy’.
was transferred to the IEPF on completion of 7 years.
(iii) Capital investment on energy conservation
Pursuant to proviso to Rule (6) of Investor Education and
equipment: Nil
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to (B) Research & Development and Technology
time, wherein the seven years period provided under absorption:
sub-section (5) of Section 124 is completed for unpaid (i) The Company has significantly grown its digital
/ unclaimed dividends during 2019-20, the Company skills. It is developing a technology hub in India
had transferred 487 Equity Shares to the credit of called “Digital Labs” which helps customers in
IEPF Authority, in respect of shareholders who have their digital transformation projects such as
not claimed their Dividend for a consecutive period of DevOps, Continuous Integration & Deployment
7 years. Members who have so far not encashed their (CI/CD), Infrastructure as Code (IaC), Performance
dividend warrant(s) or those yet to claim their dividend Engineering, Security Engineering and Robotic
amounts, may write to the Company Secretary & Process Automation (RPA), Internet of Things (IoT)
Compliance Officer / Company’s Registrar and Share and Robotics. The Company is leading the efforts of
Transfer Agent (Cameo Corporate Services Limited). The group in transforming its workforce into Digital by
details of shareholders in respect of whom the shares focusing clearly on the futuristic technologies and
were transferred to IEPF Authority are available in the methodologies.
website and link for the same is https://expleogroup.com/
expleo-solutions/corporate-governance/ - Transferred to (ii) The Company’s focus on innovative and intelligent
IEPF. test automation yielded in researching and
developing an accelerator called Auto-Q BA which
20. Conservation of energy, research and development, packs automatic data generation, automatic script
technology absorption, foreign exchange earnings generation for REST API test suites and orchestrated
and out go: distributed execution. This Auto-Q BA accelerator
(A) Conservation of energy: is undergoing fit for purpose validation in two
customer projects - one for a large nationalized bank
(i) The steps taken that impact conservation of energy:
in Ireland and the other for a large PLM customer
The Company always actively promotes eco-friendly
based in Germany.
and go-green initiatives. The Company continues
to work on reducing its carbon footprint, energy (iii) The Company’s R&D focus on data analytics and
conservation and usage of alternative energy, data sciences resulted in winning a landmark BIG
wherever possible. The Company continues to Data analytics project with RBI. The Company has
deploy adequate measures to conserve energy also hired data scientists to meet the growing needs
by using less power consuming USFF based in this focus area.
computers, and deploying of LEDs for perimeter (iv) The Company’s focus on Robotic Process
lighting in the MEPZ premise. The Company Automation (RPA) is growing with multiple projects.
is also in the process of optimizing lighting The Company has successfully completed a Python
equipment resulting in overall reduction of light AI/ML based PoC for a leading bank in the Philippines
bulbs and conversion to LED bulbs. VRF based for predicting the customer risk when onboarding
Air-conditioning and sensor based lighting in them into the RPA solution. To broaden its reach,
all cabins and meeting rooms has significantly the Company has partnered with EdgeVerve and is
reduced the electricity consumption and also the investing in its marketing outreach program.
carbon footprint. As a part of go-green initiatives
trees, the Company continues to plant new trees in

DIRECTORS’ REPORT
(v) The Company has hired a Senior Development outgo during the year in terms of actual outflows was
Manager in Chennai to strengthen its software Rs. 469.14 Mn.
development and R&D focus. It has successfully
The current year inflows and outflows are in terms of
completed a number of development projects
the movement of funds into and outside India in foreign
in MEAN and MERN full stack development
currency.
technologies. The Company has quickly scaled up
its development team to 40 members. 21. Risk management:
(vi) The Company has developed newer cutting-edge The Company is committed to effectively manage its
technological skills in NVIDIA CUDA, OpenCV, Deep operational, financial and other risks with a view to
Learning, Machine Learning, Data Analytics with achieve a balance between acceptable levels of risk and
Python and R programming language and also reward. The Company has a policy on risk assessment
in connected cars, Robotics and IoT (internet of and minimization procedures which describes the risk
things) and ROS (Robotic Operating System). The management methodology, structures and systems
Company has been developing a service robot to involving personnel at all levels of the Company to
show case its skills and train people in this area. The manage various business uncertainties and to enable
focus has yielded in approaching test automation arriving at the right decisions pertaining to all business
from AI perspective in auto learning objects, auto divisions and corporate functions. Risk Management
generating test data and introducing a step change in the Company includes identification, assessment,
in test automation by making the computer fill monitoring and mitigation of various risks through a
forms and respond to computers just like humans comprehensively evolved process over the years. This
do by correcting the field data entry by reading, includes:
interpreting and responding to the warning and • Quarterly internal audits by an independent firm;
error messages emitted by the system under test.
• Regular process compliance audits for ISO 9001 and
(vii) The Company is focussing on low-code / no-code ISO 27001 standards;
development significantly and has been working
successfully with a partner – Neutrinos.co This has • Periodic audits of compliance to other regulatory
resulted in multiple Neutrinos implementation frameworks;
projects for a growing insurance company in South • Annual capital and revenue budget planning followed
Africa and Neutrinos product development in by monthly reviews;
Bengaluru. We have so far produced 10 Neutrinos
• Annual sales planning with monthly/periodic
certified professional developers from Expleo
monitoring;
Solutions Ltd including a Lead Architect.
• Annual perspective and strategic planning exercise
(viii) The Company has completely moved to Office
with yearly update;
365 based Video Conferencing systems and most
meetings are held on VC thereby reducing travel • A conservative approach in planning funding
costs and need for people to be physically together requirements.
for any discussions.
The Company has developed, over the last few years, a
(ix) The procurement system continuously ensures comprehensive internal financial control processes and
cost effective purchases of the hardware, more procedures that could effectively mitigate the overall
through local vendors, thereby reducing imports organizational risks. These processes and controls
dependency. Where required, the Company also form part of review, verification and improvement by
imports servers, switches and other hardware its internal audit and process teams, as detailed in the
products and using foreign currency from out of following section.
its Exchange Earners’ Foreign Currency (EEFC) 22. Adequacy of Internal Financial Controls:
accounts.
The Company has a proper and adequate system of
(x) There has been no import of technology during the internal controls. This ensures that all transactions
last three financial years. are authorised, recorded and reported correctly and
(C) Foreign exchange earnings and outgo: assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition, there are
Foreign exchange earned during the year in terms of operational controls and fraud risk controls, covering
actual inflows was Rs. 1,583.20 Mn Foreign exchange the entire spectrum of Internal Financial Controls.
DIRECTORS’ REPORT
An extensive programme of internal audits and Through its Corporate Social Responsibility (“CSR”)
management reviews supplement the process initiatives, Expleo Solutions Limited focuses on the
of Internal Financial Control framework. Properly promotion of education to differently abled and the
documented policies, guidelines and procedures under privileged. This support extends in the form
are laid down for this purpose. The Internal Financial of infrastructure support for the education in rural
Control framework has been designed to ensure that
areas, creating awareness and raising the scientific
the financial and other records are reliable for preparing
tempo in underprivileged communities, providing
financial and other statements and for maintaining
digital class room environment in rural areas and
accountability of assets. In addition, the Company has
supporting children with learning disabilities in
identified and documented the risks and controls for
government schools. Apart from education, the
each process that links to the financial operations and
reporting. Company also contributes to promoting a clean and
green environment.
The Company also has an Audit Committee, comprising
To support national priorities, the Company also
of 3 (Three) Directors, who interact with the Statutory
Auditors, Internal Auditors and Management in contributes to the Prime Minister Relief Fund. During
dealing with matters within its terms of reference. This March 2020, the Company contributed to Prime
Committee mainly deals with accounting matters, Minister’s Citizen Assistance and Relief in Emergency
financial reporting and internal controls. The frame Situations Fund’ (PM CARES Fund) to support the
work for the Internal Financial Controls was made by: Central Government in the fight against the Covid-19
pandemic. During the financial year 2020-21 the
• Defining controls, governance and standards, which
includes policies and procedures, organizational support was also extended to the Corporations of
structures and performance objectives; Chennai and Mumbai by providing three layered face
masks and Personal Protective Suit to be used by
• Establishing control designs, which includes roles
doctors and other frontline workers.
and responsibilities, risk identification and capacity
to deliver business objectives; During the year, the Company engaged in the following
projects:
• Evolving controls including control systems and
i. Supporting the education of the differently abled:
improvements;
Expleo continues its association with Vidya Sagar,
• Compliance and control monitoring through
Kotturpuram, an organisation committed to
internal resource or through audit or a combination
supporting the differently abled, by contributing to
of both.
their High School Project and the Sadya.
The internal audit team along with the process team
The High School Project supports providing
monitors and evaluates the efficacy and adequacy of
physiotherapy, speech, alternative and
internal control systems in the Company, its compliance
with operating systems, accounting procedures and augmentative communication training to the
policies of the Company. Based on the report of internal differently abled children and helps them to enrol
audit, corrective actions, if any, in the respective areas into the National Institute of Open Schooling (NIOS)
are undertaken and controls strengthened. Significant to write their 10th and 12th exams. It also helps them
audit observations and responses/corrective actions, if to acquire functional skills and life skills thereby
any, are presented to the Audit Committee of the Board. enabling them to get opportunities to explore
During the year, review of Internal Financial Control (IFC) vocations.
has been carried out by the Statutory Auditors and their
Employees are encouraged to participate in all
report thereat annexed as part of Independent Auditor’s
the CSR activities. For Vidya Sagar, the Company
Report.
contributes monthly a sum equal to the contribution
23. Corporate Social Responsibility: by the employees.
Expleo Group’s Corporate Social Responsibility (CSR) Sadya is an inter corporate event completely
vision is to be a company that is committed to the major managed by volunteers and all the funds raised will
societal issues of the time. The Company’s approach be utilised for the projects of Vidya Sagar. Different
reflects its principles & values and has ambitious targets corporates participated in the event which shall
that are meaningful and create value for all stakeholders. consist of adventure sports like, scaling a 50 foot

DIRECTORS’ REPORT
wall to rapid rappelling, tricky obstacle courses, classroom. They teach a group of government
blind folded tent pitching, Pythagoras and water school students, sharing their knowledge and
games. The event would be a good team building experience to the children. This creates interest
activity. During the year the following awards amongst children to attend school and increases
were won by the Expleons: 1) Runners up; 2) Best retention. Along with syllabus, the teachers also
Sportswoman; and 3) Best Sportsman. help the children acquire a vast knowledge,
including the role of technology in today’s fast
ii. Create awareness and raise the Scientific tempo in
paced life. The project helps rural India to get ready
underprivileged communities:
for rural skilling. The online classes support a total
a) Contribution to Agastya International - Tech La of 60 children studying in 5th to 8th grade in the
Bike project, Mumbai: government school at Arasoor.
Expleo has been partnering with Agastya iv. Providing a Clean and Green Environment through
International foundation by contribution to Tech SankalpTaru:
La Bike project for the fourth consecutive year. For
The Company has continued its tree plantation
the last three years, the project was conducted
activity this year with the active participation of
at Chitoor, Palamner and Tirupati. The Company
its employees with the theme “Let them Live” – a
has now taken up this project at Powai and Navi
pledge towards planting and protecting trees for
Mumbai.
a healthier, happier and cleaner plant. Around 900
This Project helps in increased access to practical, trees have been planted at Mamallapuram at a
hands-on Science, digital literacy for economically denuded area of land belonging to panchayat, as
disadvantaged government school children. This part of community based plantation programme.
initiative helps to spark curiosity, creativity and A drip irrigation is followed to ensure the survival
build leadership among underprivileged children. of trees. We have also contributed for planting fruit
It also supplements the Government School bearing and medicinal trees in and around Mumbai
system with experiential science learning linked to which not only promotes a greener environment
the school syllabus. but also support the livelihood of farmers as well.
b) Create Science Centre to target Economically v. Addressing the learning disabilities in the Children
underprivileged group within Chennai: studying in Government School through C.P.R.
Environmental Education Centre:
A science centre has been set up at the
Jaigopal Garodia Government Girls’ HSC School, This Project involves identification of children with
Virugambakkam and Jaigopal Garodia Government learning disabilities in government schools and
Girls’ Higher Secondary School, Choolaimedu, providing them with proper support so that they
Chennai to increase access to practical, hands-on are able to join back the main stream schools. The
Science education for economically disadvantaged project involves, distribution of books to parents
government school children. It not only sparks and teachers which help them to identify the
curiosity, creativity and build leadership among disability, organizing workshops for primary school
underprivileged children but also supplements teachers and educating them to identify learning
government school system with experiential problems and disabilities and conducting a
science learning linked to school syllabus. An capacity enhancement program for the identified
instructor is appointed permanently at the school child which will be taken up with the help of a
as part of this project. Psychologist, Counselor and Special Educator.
iii. Digital Education for underprivileged children – The details about the policy developed and
Through eVidyaloka: implemented by the Company on Corporate Social
Responsibility and initiatives taken during the
The Company has contributed for setting up of
year are given in Annexure IV as required under
digital classroom in government school in Arasoor
Companies (Corporate Social Responsibility Policy)
Village, Thiruvannamalai District. This project
Rules, 2014.
connects volunteer teachers to children in remote
villages of India, which thus works as a digital

DIRECTORS’ REPORT
24. Composition and Recommendation of Audit e) Internal Financial Controls were laid down by the
Committee: Company and that such internal financial controls
The Audit Committee of the Company has been are adequate and these were operating effectively;
constituted in line with the provisions of Section 177 and
of Companies Act, 2013 read with Regulation 18 of the f) Proper systems were devised to ensure compliance
SEBI (Listing Obligations Disclosure Requirements) with the provisions of all applicable laws and such
Regulations, 2015. The members of the Audit Committee systems were adequate and operating effectively.
are as follows:
27. Board evaluation:
1) Prof. K. Kumar, Chairman Pursuant to the provisions of the Companies Act,
2) Prof. S. Rajagopalan, Member 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the
3) Mr. Rajiv Kuchhal, Member
Board of Directors of the Company in their meeting
4) Mr. René Gawron, Member (upto October 14, 2019) held on May 28, 2020 evaluated its own performance,
that of its committees and individual directors including
During the year, all the recommendations of the Audit
Independent Directors. No Director participated in his /
Committee were accepted by the Board.
her own evaluation. The Independent Directors reviewed
25. Vigil mechanism: the performance of the Non-Independent Directors,
The Company has formulated and adopted a vigil Chairman and the Board at a separate meeting of
mechanism for employees to report genuine unethical Independent Directors held on January 30, 2020. The
and improper practices or any other wrongful conduct in Board of Directors were evaluated on various criteria
the Company to the Chairman of the Audit Committee. including attendance, participation in board meetings,
The Policy provides opportunities for employees to their involvement by way of providing advice, guidance,
access the Audit Committee in good faith, if they observe suggestions on the business front and the willingness
unethical and improper practices. The Whistle Blower and commitment to devote the time necessary to fulfil
Policy of the Company is available on the website of the his/her duties.
Company. The link for the same is https://expleogroup.
The Independent Directors were also evaluated based
com/whistle-blower-policy/.
on the performance, professional conduct, roles and
26. Directors’ Responsibility Statement as required duties as specified in Schedule IV to the Companies Act,
under Section 134(5) of the Companies Act, 2013: 2013 and based on the fulfilment of the Independent
Pursuant to Section 134(5) of the Companies Act, 2013, Director criteria as specified in Regulation 17 of SEBI
the Directors confirm that: (Listing Obligations and Disclosure Requirements)
a) In the preparation of the annual accounts, the Regulations, 2015. The evaluation of the Board as a whole
applicable accounting standards have been was based on composition and statutory compliance,
followed along with proper explanation relating to understanding of business risks, adherence to process
material departures; and procedures; overseeing management’s procedures
for enforcing the organization’s code of conduct,
b) Accounting policies have been selected and applied ensuring that various policies, including the whistle
consistently; made judgments and estimates that blower policy of the Company, were in force and actions
were reasonable and prudent so as to give a true were taken as appropriate. The Board of Directors
and fair view of the state of affairs of the Company is of the opinion that the Independent Directors
at the end of the financial year and of the profit and re-appointed during the year possess integrity, expertise
loss of the Company for that period; and experience (including the proficiency).
c) Proper and sufficient care was taken for the 28. Criteria for making payment to Non-Executive
maintenance of adequate accounting records Directors:
in accordance with the provisions of this Act to The Nomination and Remuneration Committee and the
safeguard the assets of the Company, to prevent Board of Directors, while deciding up on the payments
and detect fraud and other irregularities; to be made to the non-executive directors have
d) Annual accounts were prepared on a going concern considered the following criteria for making payments
basis; to non-executive directors:

DIRECTORS’ REPORT
• Performance of the Company 32. Directors & Key Managerial Personnel:
• Maintenance of independence & adherence to Mr. René Gawron (DIN - 06744645) resigned as Chairman
Corporate Governance and Non-Executive Director of the Company with effect
from October 15, 2019 due to personal reasons.
• Contributions during the meeting and guidance
to the Board on important policy matters of the The Board recorded the appreciation for the services
Company rendered by Mr. René Gawron during his tenure as a
Chairman of the Board of Directors (Non-Executive) of
• Active participation in strategic decision making
the Company.
and informal interaction with the management
Ms. Lilian Jessie Paul (DIN - 02864506) was re-appointed
29. Familiarization programs:
as Independent Director with effect from October 30,
The Company has a familiarization program for Independent
2019 for a further period of 5 years.
Directors pursuant to Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, Mr. Martin Hodgson (DIN - 08720176) has been appointed
2015, as amended. The aim of the familiarization program as Additional Director (Non-Executive) of the Company
is to provide the Independent Directors insights into the with effect from April 09, 2020 by the Board of Directors
Company to enable them to understand the Company’s and he shall hold office up to the date of the ensuing
business in depth and contribute significantly to the Annual General Meeting.
Company. The overview of the familiarization process 33. Public deposits:
and details of the familiarization programs imparted
The Company has not accepted or renewed any public
to the Independent Directors have been updated on
deposits and as such, no amount of principal or interest
the Company’s website at https://expleogroup.com/
was outstanding as on the Balance Sheet date.
wp-content/uploads/2020/05/Details-Familiarisation-
34. Statutory Auditors:
Programmes-for-Independent-Directors.pdf
30. Policy for determining material subsidiaries: M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,
Mumbai, are the Statutory Auditors of the Company.
Pursuant to Regulation 16(1)(c) of the SEBI (Listing
They were appointed in the 19th Annual General Meeting
Obligations and Disclosure Requirements) Regulations,
and will hold office till the conclusion of 24th Annual
2015, as amended, a policy for determining material
General Meeting of the Company. The report issued
subsidiaries has been formulated by the Company.
by the Auditors to the members for the financial year
The same is updated on the Company’s website at
ended March 31, 2020 does not contain any qualification,
https://expleogroup.com/wp-content/uploads/2020/03/
reservation or adverse remark or disclaimer. There were
Policy-Determining-Material-Subsidiaries.pdf and also
no frauds reported by auditors under sub-section (12) of
dealt with elsewhere in the Annual Report.
Section 143.
31. Particulars of employees:
35. Maintenance of Cost Records:
In accordance with the provisions of Section 197 of
The maintenance of cost records as specified by
the Companies Act, 2013 read with Rule 5(2) of the
the Central Government under sub-section (1) of
Companies (Appointment and Remuneration of
Section 148 of the Companies Act, 2013, does not apply
Managerial Personnel) Rules, 2014, as amended, a
statement containing the names of top ten employees to the Company.
in terms of remuneration drawn during the financial 36. Secretarial Audit Report:
year and that of every employee employed throughout Pursuant to Section 204 of the Companies Act, 2013 read
the financial year and in receipt of a remuneration of with the Companies (Appointment and Remuneration
Rs. 1.02 crore or more per annum or employed for part of Managerial Personnel) Rules, 2014, the Company
of the financial year and in receipt of Rs. 8.50 lakhs has appointed M/s. M. Alagar & Associates, Practicing
per month is annexed and forms part of this Report in Company Secretaries, COP No.8196 as the Secretarial
Annexure V A and the ratio of remuneration of each Auditor of the Company in the Board Meeting held
director to that of median employees’ remuneration on May 06, 2019 for the financial year 2019-20. The
as per Section 197 (12) of Companies Act, 2013 read Secretarial Audit Report issued by M/s. M. Alagar &
with Rule 5(1) of the Companies (Appointment and Associates is annexed and forms part of this Report
Remuneration of Managerial Personnel) Rules, 2014, as in Annexure VI. The Secretarial Audit Report does not
amended, forms part of this Report in Annexure V B. contain any reservation or adverse remark for the year

DIRECTORS’ REPORT
under review. Further, the Company complies with the Apart from focused trainings on the above listed areas,
mandatory Secretarial Standards issued by the Institute the Company has also undertaken various Technology
of Company Secretaries of India (ICSI) and notified by Transformation initiatives like:
Ministry of Corporate Affairs (MCA). Technical Upskilling
37. Significant and Material orders passed by the FinTech Quiz
regulators, courts or tribunals: Expert Connect Sessions, and
There are no significant and material orders passed iShare (Knowledge Sharing Session)
by the regulators or courts or tribunals that may have
These initiatives have helped the Company boost its
an impact for the Company as a going concern and/or
average learning hours to 43 that exceeds the industry
Company’s operations.
norm of 40 hours.
38. Human potential:
The Company has developed a strong internal pool of
The Company emphasizes the importance of helping
facilitators, and 70% of its trainings were conducted
its people achieve their maximum potential in all
by internal trainers. It has also conducted a “Train the
aspects of their functioning. The Company maintains
Trainer” workshop and have a Rewards and Recognition
a strong learning culture and provide a wide range
program for Star Facilitators.
of opportunities for employees to learn, develop, and
progress in their careers. The Company encouraged its associates to pursue key
certifications relevant to its business like, International
The programs conducted under various learning
Software Testing Qualifications Board (ISTQB), Agile
categories are mentioned below:
Extension, Certified Ethical Hacker (CEH), Topology
Technology: The Company majorly focuses on technical and Orchestration Specification for Cloud Applications
skills such as Java, Performance Engineering, Appium, (TOSCA), Robotic Process Automation (RPA), Project
Security, Structured Query Language, and Python etc. Management Professional (PMP), and NSE ACADEMY’S
Certification in Financial Markets (NCFM) / National
Domain and Domain products: The Company conducted
Institute of Securities Markets (NISM).
Guidewire, FinAstra, Banking payments, Cards, Treasury
and Capital Markets, Insurance and other domain The Company’s key focus during the year was Quality
related trainings. Assurance (QA) – Quality Engineer (QE) enablement. It
has trained more than 700 unique associates on Quality
Testing: The Company conducted programs such as
Engineer enablement curriculum and more than 250
Extract Transform Load (ETL) Testing, Test Automation,
associates on Quality Engineer advanced curriculum.
Test Methodology, and Security Testing etc.
For the financial year 2020-21, its emphasis would be
Tools: Programs on Selenium, Robotic Process
on areas such as DevOps, Low Code No Code platforms,
Automation, The Topology and Orchestration
Quality Engineer, and Test and process automation.
Specification for Cloud Applications (TOSCA), and JIRA
bug tracking tool were conducted to sharpen employee 39. Quality, Technology and Systems:
knowledge on latest tools.
The Company has established a Compliance Framework
Process Methodologies: The Company conducted which follows a phased approach starting with establishing
programs such as Agile/ Scrum, Accelerated Agile, Legal, Contractual and Security requirements to be
Kanban and Agile Design Thinking. complied with, internal communication and creating
awareness on requirements, integration of requirements
Leadership skills: To enhance leadership skills we
with existing security and process framework for
offered Management Development Program, Customer
ongoing compliance, monitoring and audit for ensuring
Relationship Management, and Strategic Management compliance, periodic assessment of maturing level of
programs. compliance processes and reporting and improvement
Soft Skills: To improve customer experience we of security framework. The compliance framework has
conducted trainings on soft skills such as email been independently assessed and certified by external
etiquette, presentation skills, listening skills and other certification bodies on an annual basis.
such competencies.

DIRECTORS’ REPORT
ISO 9001: 2015 (Quality Management System) & ISO The offshore TCoE (Testing Centre of Excellence) of the
27001:2013 (Information Security Management System) Company in Chennai is compliant with ISAE 3402 (the
International Standard on Assurance Engagements)
All offshore testing centers of the Company are certified
and SSAE 18 (Statement on Standards for Attestation
for Quality Management System (ISO 9001: 2015) and
Engagements). SSAE 18/ ISAE 3402 is an independent
Information Security Management System (ISO 27001:
assessment report that provides the confidence on
2013).
control procedures, adequacy and reasonable assurance
The Company promote the adoption of a process in the Company’s service delivery and information
approach when developing, implementing and security, data privacy related controls. SSAE 18 is more
improving the effectiveness of a quality management relevant for the US market while ISAE 3402 is relevant for
system, to enhance customer satisfaction by meeting the rest of the World. This report has been prepared to
customer requirements. The process approach provide information on the Application Testing services
involves the systematic definition and management and related General Computer Controls for the services
of processes, and their interactions, to achieve the provided to Clients by the Company. The assessment
intended results in accordance with the quality policy report illustrates the positive effects of properly
and strategic direction of the Top Management. The functioning and articulated control environment to an
Company adopts various forms of improvement in organization’s senior management and our clients.
addition to correction and continual improvement,
PCI-DSS (Payment Card Industry Data Security
such as breakthrough change, innovation and
Standard):
re-organization.
Data protection is critical for the Company in maintaining
Information security in the Company is achieved by
its services to clients. The Company is also compliant with
implementing a suitable set of controls, including
PCI-DSS, (Worldwide Data security standard defined by
policies, processes, procedures, organizational
the Payment Card Industry Security Standards Council)
structures and software and hardware functions. These
which ensures data security and reduces the risk of data
controls are established, implemented, monitored,
breaches. The Company adopted PCI DSS to meet the
reviewed and improved, to ensure that the specific
customer requirement specific to Cards domain. The
security and business objectives of the organization are
Company has designed and implemented technical
met.
and operational controls to protect cardholder data.
The Company has adopted ISO 27001, an International
The Company not only implemented a minimum set of
Standard for establishing, implementing, maintaining
requirements for protecting cardholder data, but also
and continually improving an information security
deployed additional controls and practices to further
management system. The adoption of an information
mitigate risks and to address local, regional and sector
security management system is a strategic decision for
laws and regulations. These controls also address the
an organization. The establishment and implementation
legislation or regulatory requirements on protection
of an organization’s information security management
of personally identifiable information or other data
system is influenced by the organization’s needs and
elements.
objectives, security requirements, the organizational
processes used and the size and structure of the General Data Protection Regulation:
organization. The information security management
Data Protection is a major concern for organizations
system in Expleo Solutions preserves the confidentiality,
worldwide. The focus is on secure handling of data to
integrity and availability of information by applying
ensure privacy of customer data and that of corporate
a risk management process and gives confidence to
data. When it comes to privacy, different countries
interested parties that risks are adequately managed.
have enacted laws to deal with Data Protection and
The information security management system is Data Privacy. The European Union (EU) views privacy
integrated with the organization’s processes and overall of personal information as a fundamental right and
management structure and information security is with the introduction of General Data Protection
considered in the design of processes, information Regulation (GDPR) in 2018, EU has given people more
systems, and controls. control over their personal data. The United States
has sector specific laws on privacy of customer data
SSAE 18 (Statement on Standards for Attestation
such as health information, and financial information.
Engagements)/ISAE 3402 (the International Standard
The Company, with its global reach and client base,
on Assurance Engagements):

DIRECTORS’ REPORT
is expected to adhere to various such data privacy contribution made by its employees at all levels. Its
compliance requirements. The Company has designed success was made possible by their hard work, loyalty,
and implemented a GDPR framework for protecting the cooperation and support.
Privacy related information provided by its customers
The Company thanks the Government of India,
from engagement till closure of services. As part of
particularly the Ministry of Communication and
the GDPR framework, the Company ensures that the
Information Technology, the Ministry of Commerce, the
Contractual obligations with respect to protection of
Ministry of Finance, the Ministry of Corporate Affairs,
data are adhered through implementation of technical
the Customs and Excise Departments, the Income
and organizational measures.
Tax Department, the Reserve Bank of India, the State
40. Disclosure as required under Section 22 of The Governments, Madras Export Processing Zone (MEPZ)
Sexual Harassment of Women at Workplace and other government agencies for their support and
(Prevention, Prohibition and Redressal) Act, 2013: look forward to their continued support in the future.
The Company also thanks the Governments of various
The Company has a Policy on Sexual Harassment
countries where we have operations. The Directors also
Prevention in place and has duly constituted the
wish to place on record their appreciation of business
Internal Complaints Committee (ICC), in line with the
constituents like SEBI, NSE, BSE, NSDL, CDSL etc. for
requirements of “The Sexual Harassment of Women at
their continued support for the growth of the Company.
Workplace (Prevention, Prohibition and Redressal) Act,
The Directors also thank investors for their continued
2013”. The ICC has been set up to redress any complaints
faith in the Company.
received regarding sexual harassment. All employees
are covered under this policy. There was one complaint For and on behalf of Board of Directors of
received and resolved during the year. Expleo Solutions Limited
41. Listing fees: (formerly known as SQS India BFSI Limited)
The Company confirms that it has paid the annual listing Balaji Viswanathan Prof. K. Kumar
fees for the financial year 2020-21 to both National Stock
Managing Director & CEO Deputy Chairman &
Exchange of India Limited and BSE Limited.
42. Acknowledgments:
Place: Chennai
The Company thanks its customers, bankers and service
Date : May 28, 2020
providers for their continued support during the year.
The Company places on record its appreciation for the

ANNEXURES TO DIRECTORS’ REPORT
Annexure – I
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts)
Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/ associate companies/
joint ventures:
Part A: Subsidiaries:
(Information in respect of each subsidiary to be presented with amounts in Rs. in Million – based on
standalone financials of subsidiaries)
Sl .No. 1 2 3 4
Name of the Subsidiary Expleo Expleo Expleo Expleo
Solutions Solutions Inc., Solutions Solutions
Pte. Ltd., USA UK Ltd., UK FZE, UAE
Singapore (formerly (formerly (formerly SQS
(formerly known SQS known as BFSI FZE.,
known as SQS BFSI Inc., USA) SQS BFSI UK UAE)
BFSI Pte. Ltd) LTD)
Date of Incorporation 21-Nov-2001 29-Apr-2002 1-Apr-2010 15-Jun-2010
Reporting period for the subsidiary

concerned, if different from the holding NA NA NA NA
Company’s reporting period
Reporting currency and Exchange rate as on Singapore US Dollars Great British United Arab
the last date of the relevant Financial year in Dollars (SGD) (USD) Pound (GBP) Emirates
the case of foreign subsidiaries Dirham (AED)
52.79 75.39 93.08 20.49
(SGD VS (USD VS INR as (GBP VS (AED VS
INR as on on 31.03.2020) INR as on INR as on
31.03.2020) 31.03.2020) 31.03.2020)
Share capital (in Mn) 2.66 4.62 24.17 8.70
Reserves & surplus (in Mn) 101.69 105.00 100.76 64.87
Total Assets (in Mn.) 127.53 120.51 297.04 109.28
Total Liabilities (in Mn.) 23.18 10.89 172.11 35.72
Investments (in Mn.) Nil Nil Nil Nil
Turnover (in Mn.) 113.99 35.77 197.45 204.77
Profit / (Loss) before taxation (in Mn.) 14.96 12.14 15.89 10.05
Provision for taxation (in Mn) 1.16 0.38 2.14 -
Profit /(Loss) after taxation (in Mn) 13.79 11.76 13.75 10.05
Proposed Dividend Nil Nil Nil Nil
Extent of shareholding (in percentage) 100% 100% 100% 100%

1. Names of subsidiaries which are yet to commence operations : NIL
2. Names of subsidiaries which have been liquidated or sold during the year : NIL
Part B: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and
Joint Ventures.
The Company does not have Associate or Joint ventures for which the details are to be given under
Part B of this form.
For and on behalf of the Board of

Prof. K. KUMAR BALAJI VISWANATHAN DESIKAN NARAYANAN S. SAMPATH KUMAR

Deputy Chairman & Managing Director & CEO Chief Financial Officer Company Secretary &
Director Compliance Officer
DIN : 02343860 DIN : 06771242 ICSI Membership No. F3838
Place: Chennai
Date : May 28, 2020

Annexure II
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2020
[Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN L64202TN1998PLC066604
Registration Date June 08, 1998
Name of the Company Expleo Solutions Limited
Category / Sub-Category of the Company Company Limited by Shares / Indian Non-Government
Company
Address of the Registered office and contact details 6A, Sixth Floor, Prince Infocity II, 283/3 & 283/4,
Chennai – 600 096. Ph.+91 44 4392 3200
Website: https://expleosolutions.com
Whether listed company Yes / No Yes
Name, Address and Contact details of Registrar and Cameo Corporate Services Limited
Transfer Agent, if any "Subramanian Building", V Floor, #1, Club House Road,
Chennai - 600 002.
Ph. +91 44 2846 0390; Email: [email protected]
Website: www.cameoindia.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
NIC Code of the % to total turnover of
Sl. No. Name and Description of main products / services
Product/ service the company
1 SOFTWARE TESTING SERVICE 62011 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

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

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
No. of Shares held at the beginning of No. of Shares held at the end of
the year the year %
CATE-
CATEGORY OF Change
GORY % of % of
SHAREHOLDER during
CODE Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
(A) PROMOTER AND
PROMOTER
GROUP
(1) INDIAN
(a) Individual /HUF - - - - - - - - -
(b) Central - - - - - - - - -
Government/
State
Government(s)
(c) Bodies - - - - - - - - -
Corporate
(d) Financial - - - - - - - - -
Institutions /
Banks
(e) Others - - - - - - - - -
Sub-Total A(1) : - - - - - - - - -
(2) FOREIGN
(a) Individuals - - - - - - - - -
(NRIs/Foreign
Individuals)
(b) Bodies 5,758,804 - 5,758,804 53.75% 5,758,804 - 5,758,804 56.17% 2.42%
Corporate
(c) Institutions - - - - - - - - -
(d) Qualified Foreign - - - - - - - - -
Investor
(e) Others - - - - - - - - -
Sub-Total A(2) : 5,758,804 - 5,758,804 53.75% 5,758,804 - 5,758,804 56.17% 2.42%
Total A=A(1)+A(2) 5,758,804 - 5,758,804 53.75% 5,758,804 - 5,758,804 56.17% 2.42%
(B) PUBLIC
SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds / - - - - - - - - -
UTI
(b) Financial Institu- 9,170 - 9,170 0.09% - - - - -0.09%
tions /Banks
(c) Central Govern- - - - - - - - - -
ment / State
Government(s)
(d) Venture Capital - - - - - - - - -
Funds
(e) Insurance - - - - - - - - -
Companies
(f) Foreign Portfolio 39 - 39 0.00% - - - - 0.00%
Investors
(g) Foreign Venture - - - - - - - - -
Capital Investors

the year the year %
CATE-
CATEGORY OF Change
GORY % of % of
SHAREHOLDER during
Shares Shares
(h) Qualified - - - - - - - - -
Foreign Investor
(i) Others - - - - - - - - -
Sub-Total B(1) : 9,209 - 9,209 0.09% - - - - -0.09%
(2) NON-
INSTITUTIONS
(a) Bodies 755,796 - 755,796 7.05% 810,532 - 810,532 7.91% 0.85%
Corporate
(b) Individuals
(i) Individuals 2,152,100 4 2,152,104 20.09% 2,064,225 4 2,064,229 20.13% 0.05%
holding nominal
share capital
upto Rs.1 lakh
(ii) Individuals 1,442,254 - 1,442,254 13.46% 1,134,752 - 1,134,752 11.07% -2.39%
holding nominal
share capital in
excess of Rs.1
lakh
(c) Others
Clearing 4,396 - 4,396 0.04% 11,735 - 11,735 0.11% 0.07%
members
Non Resident 195,216 - 195,216 1.82% 97,389 - 97,389 0.95% -0.87%
Indians
Non Resident 160,140 - 160,140 1.49% 179,862 - 179,862 1.75% 0.26%
Indian Non
Repatriable
Trust - - - - - - - - -
Director or 79,692 - 79,692 0.74% 70,855 - 70,855 0.69% -0.05%
Director’s Relatives
HUF 152,328 - 152,328 1.42% 120,448 - 120,448 1.17% -0.25%
IEPF 3,442 - 3,442 0.03% 3,879 - 3,879 0.04% 0.01%
Non Banking - - - - - - - - -
Financial
Institutions
(d) Qualified - - - - - - - - -
Foreign Investor
Sub-Total B(2) : 4,945,364 4 4,945,368 46.16% 4,493,677 4 4,493,681 43.83% -2.33%
Total B=B(1)+B(2) : 4,954,573 4 4,954,577 46.25% 4,493,677 4 4,493,681 43.83% -2.42%
Total (A+B) : 10,713,377 4 10,713,381 100.00% 10,252,481 4 10,252,485 100.00% 0.00%

the year the year %
CATE-
CATEGORY OF Change
GORY % of % of
SHAREHOLDER during
Shares Shares
(C) SHARES HELD
BY CUSTODIANS,
AGAINST WHICH
DEPOSITORY
RECEIPTS HAVE
BEEN ISSUED
(1) Promoter and - - - - - - - - -
Promoter Group
(2) Public - - - - - - - - -
GRAND TOTAL 10,713,377 4 10,713,381 100% 10,252,481 4 10,252,485 100% -

(A+B+C) :
ii) Shareholding of Promoters

Shareholding at the beginning of the Share holding at the end of % change
year the year in share
No. of % of total % of Shares No. of % of total % of Shares holding
Shareholder’s
Sl No. Shares Shares Pledged / Shares Shares Pledged / during the
Name
of the encumbered of the encumbered year
company to total company to total
shares shares
1 Expleo
Technology
Germany GmbH
(formerly known 5,758,804 53.75 - 5,758,804 56.17 - 2.42
as Expleo
Technology
Germany AG)
TOTAL 5,758,804 53.75 - 5,758,804 56.17 - 2.42
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the beginning Cumulative Shareholding

of the year during the year
Sl No. Particulars
No. of % of total Shares No. of % of total Shares
Shares of the company Shares of the company
1 At the beginning of the year 5,758,804 53.75 - -
2 Increase in the percentage of shareholding - 2.42 - 56.17
during the year due to Promoter not
participating in Buyback of Shares
3 At the end of the year 5,758,804 56.17 - -

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs):
Shareholding at the beginning Share holding at the end
of the year of the year
Sl No. Shareholder’s Name
1 Rajasthan Global Securities Private Limited 403,463 3.77% 463,724 4.52%
2 Kalpraj Damji Dharamshi 175,000 1.63% 152,150 1.48%
3 Hemang Raichand Dharamshi 150,000 1.40% 130,415 1.27%
4 Nihar Nandan Nilekani 90,134 0.84% 88,366 0.86%
5 Ravindra Raichand Dharamshi 100,000 0.93% 86,943 0.85%
6 Axis Securites Limited 2,610 0.02% 81,004 0.79%
7 Suchithra E T 57,256 0.53% 60,967 0.59%
8 Zaki Abbas Nasser 55,000 0.51% 60,000 0.59%
9 Aparna Jain 108,000 1.01% 57,000 0.56%
10 Harsha Hemang Dharamshi 65,000 0.61% 56,513 0.55%
(v) Shareholding of Directors and Key Managerial Personnel:

Sl No. Shareholding of Directors
Mr. Rajiv Kuchhal - -
1 At the beginning of the year 67,692 0.63 - -
2 Decrease - Shares tendered in Buyback -
8,837 0.08 58,855 0.57
21 June, 2019
3 At the end of the year 58,855 0.57 - -
Prof. S. Rajagopalan - -
2 Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease (e.g. No change during the year - -
allotment / transfer / bonus / sweat equity
etc)
Prof. K. Kumar - -
2 Increase in the percentage of shareholding
during the year Due not participating in - 0.005 11,000 0.11
Buyback of Shares


Sl No. Shareholding of Directors
Other Directors - -
1 At the beginning of the year None of the other directors holds shares in the Company
Date wise Increase / Decrease in Share
2 reasons for increase / decrease (e.g. None of the other directors holds shares in the Company
etc)
3 At the end of the year None of the other directors holds shares in the Company

Sl No. Shareholding of KMP
Mr. Phani Tangirala, Senior Director - BFSI
Appointed as KMP w.e.f. April 01, 2019
2 Increase in the percentage of shareholding
during the year Due not participating in - 0.01 17,320 0.17
Buyback of Shares
Mr. S. Sampath Kumar, Company
Secretary & Compliance Officer
1 At the beginning of the year 5 - - -
No change during the year - -
reasons for increase / decrease (e.g. allotment
/ transfer / bonus / sweat equity etc)
3 At the end of the year 5 - - -
Other KMPs
1 At the beginning of the year None of the other KMPs hold shares in the Company
reasons for increase / decrease (e.g. None of the other KMPs hold shares in the Company
etc)
3 At the end of the year None of the other KMPs hold shares in the Company

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment
Rs. In Millions
Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial
year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial
year
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year

i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Rs. In Millions
Sl. Particulars of Remuneration Mr. Balaji Viswanathan,
No. MD & CEO
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 12.92
(b) Value of perquisites under Section 17(2) Income Tax Act, 1961 -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 -
2 Stock Options -
3 Sweat Equity -
4 Commission -
- as % of profit -
- others, specify…. -
5 Others, please specify -
i. Deferred bonus (pertaining to the current Financial Year payable in 2018) -
ii. Retirals -
iii. Others (incentives)## 3.39
Total (A) 16.31
## provision made in the books for which payment will be made during the FY 2020-21

B. Remuneration to other Directors:

Rs. In Millions
Independent Prof. K. Prof. S. Mr. Rajiv Mr. Ulrich Ms. Lilian Total
Directors Kumar Rajagopalan Kuchhal Bäumer Jessie Paul Amount
Fee for attending Board / 0.50 0.42 0.36 0.06 0.26 1.60
Committee Meetings
-Commission** 0.90 0.90 0.90 0.90 0.90 4.50
-Others, Please Specify - - - - - -
Total (1) 1.40 1.32 1.26 0.96 1.16 6.10
Other Non Executive Directors: Nil
Fee for attending Board / Committee Meetings -
-Commission**
-Others, Please Specify -
Total (2) -
Total (B) = (1)+ (2) 6.10
** provision made in the books for which payment will be made during the FY 2020-21
C. Remuneration to Key Managerial personnel other than MD/Manager/WTD:
Rs. In Millions
SI Particulars of Remuneration Mr. S. Sampath Mr. Desikan Mr. Phani Tangirala,

No. Kumar, Company Narayanan, Chief Senior Director – BFSI
Secretary & Financial Officer KMP w.e.f.
Compliance Officer 01 April, 2019
1 Gross Salary
(a) Salary as per provisions 2.93 5.40 9.56
contained in Section 17 (1)
of the Income Tax Act, 1961
(b) Value of perquisites under - - -
Section 17 (2) Income Tax
Act, 1961
(c) Profits in lieu of salary - - -
under Section 17 (3) Income
Tax Act, 1961
2 Stock Options - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others, specify… - - -
5 Others, please specify - - -
i. Deferred bonus (pertaining - - -
to the current Financial year
payable in 2018)
ii. Retirals - - -
iii. Others (incentives)## 0.27 1.20 0.52
Total (A) 3.20 6.60 10.08
## provision made in the books for which payment will be made during the FY 2020-21

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section Brief Details of Authority Appeal

of the Description Penalty / [RD / NCLT / made, if
Companies Punishment / COURT] any (give
Act Compounding details)
fees imposed
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding
For and on behalf of Board of Directors of

(formerly Known as SQS India BFSI Limited)
Place: Chennai Balaji Viswanathan Prof. K. Kumar

Date : May 28, 2020 Managing Director & CEO Deputy Chairman &

Annexure - III
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Details of Related Party Transactions

1. Details of contracts or arrangements or transactions not at arm’s length basis: None
(a) Name(s) of the related party and nature of relationship -
(b) Nature of contracts/arrangements/transactions -
(c) Duration of the contracts/arrangements/transactions -
(d) Salient terms of the contracts or arrangements or transactions including the -

value, if any
(e) Justification for entering into such contracts or arrangements or transactions -
(f) Date(s) of approval by the Board -
(g) Amount paid as advances, if any: -
(h) Date on which the special resolution was passed in general meeting as -
required under first proviso to Section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis:
a) Name(s) of the Expleo Group, its Expleo Expleo Expleo Expleo

related party Holding Entity, its Solutions UK Solutions Pte. Solutions Solutions
and nature of Subsidiaries and Ltd. (formerly Ltd. (formerly Inc. (formerly FZE. (formerly
relationship Associates (Group known as SQS known as SQS known as SQS known as SQS
Companies) BFSI UK Ltd.), BFSI Pte. Ltd.), BFSI Inc.), USA BFSI FZE), UAE
UK (Subsidiary) Singapore (Subsidiary) (Subsidiary)
(Subsidiary)
b) Nature of Availing and Availing and Availing and Availing and Availing and
contracts/ Rendering of Rendering of Rendering of Rendering of Rendering of
arrangements/ Services Services Services Services Services
transactions
c) Duration of 1 year from April 1, 3 years from 3 years from 3 years from 3 years from
the contracts/ 2019 till March 31, April 1, 2018 till April 1, 2018 till April 1, 2018 till April 1, 2018 till
arrangements/ 2020. March 31, 2021. March 31, 2021. March 31, 2021. March 31, 2021.
transactions

a) Name(s) of the Expleo Group, its Expleo Expleo Expleo Expleo

related party Holding Entity, its Solutions UK Solutions Pte. Solutions Solutions
and nature of Subsidiaries and Ltd. (formerly Ltd. (formerly Inc. (formerly FZE. (formerly
relationship Associates (Group known as SQS known as SQS known as SQS known as SQS
Companies) BFSI UK Ltd.), BFSI Pte. Ltd.), BFSI Inc.), USA BFSI FZE), UAE
UK (Subsidiary) Singapore (Subsidiary) (Subsidiary)
(Subsidiary)
d) Salient terms of From Expleo From Subsidiary From From From
the contracts or Solutions Limited to holding Subsidiary Subsidiary Subsidiary
arrangements & its Subsidiaries to Company – Up to holding to holding to holding
or transactions Group Companies to INR 1,000 Mn. Company Company – Up Company – Up
including the - Up to INR 975 for the financial – Up to INR to INR 450 Mn. to INR 300 Mn.
value, if any Mn. per financial year 2019-20; 200 Mn. for for the financial for the financial
year; From Group From Holding the financial year 2019-20; year 2019-20;
Companies to to Subsidiary year 2019-20; From Holding From Holding
Expleo Solutions Company – Up From Holding to Subsidiary to Subsidiary
Limited & its to INR 1,500 Mn. to Subsidiary Company – Up Company – Up
Subsidiaries - Up for the financial Company – Up to INR 600 Mn. to INR 100 Mn.
to INR 975 Mn. per year 2019-20. to INR 300 for the financial for the financial
financial year Mn. for the year 2019-20. year 2019-20.
financial year
2019-20.
e) Date(s) of May 04, 2018 May 06, 2019 May 06, 2019 May 06, 2019 May 06, 2019
approval by the
Board, if any
f) Amount paid as Nil Nil Nil Nil Nil
advances, if any



Annexure IV
Details to be disclosed in the Annual Report of the Company on Corporate Social Responsibility
Activities
[Pursuant to Section 135 of the Companies Act, 2013 r/w Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
1 A brief outline of the Company’s CSR policy, including During this financial year 2019-20, the Company
Overview of projects or programs proposed to be continued to make its commitments for the
undertaken and a reference to the web-link to the CSR CSR initiatives, the details of the activities/
policy and projects or programs contributions are given below. The summary of
Policy can be viewed at our website: https://
expleogroup.com/policy-corporate-social-
responsibility/
2 Composition of the CSR Committee Prof. S. Rajagopalan
Prof. K. Kumar
Ms. Lilian Jessie Paul
3 Average Net Profit of the Company for past three INR 391,573,484
financial years (Computed u/s 198)
4 Prescribed CSR Expenditure (Two Percent of amount INR 78,31,470
as in Item 3 above)
5 Details of CSR spent during the financial year:
a. Total amount to be spent for the financial year INR 78,31,470
b. Amount unspent, if any Nil
c. Manner in which the amount spent during the Details given below
financial year
(1) (2) (3) (4) (5) (6) (7) (8)

S.No. CSR project Sector in Projects or Amount Amount spent Cumulative Amount
or activity which the programs 1. outlay on the projects Expenditure spent: Direct
identified project is Local area or (budget) or programs Sub upto the or through
covered other; 2. Specify project or heads: 1. Direct reporting implementing
the State and programwise expenditure period agency
district where on projects
the projects or or programs
programs was 2. Overheads
undertaken
Rs. Rs. Rs.
1 Prime Minister - - 25,000 50,000 50,000 Direct
Relief Fund
2 For the areas Education Chennai, 2,487,600 2,527,824 2,527,824 Direct – Vidya
identified - Tamilnadu Sagar (formerly
Supporting The Spastics
Differently Society of
Abled India)
3 For the areas Education Chennai, 973,604 975,000 975,000 Implementing
identified - Tamilnadu agency - C.P.R.
Supporting Environmental
Differently Education
Abled Centre

(1) (2) (3) (4) (5) (6) (7) (8)

S.No. CSR project Sector in Projects or Amount Amount spent Cumulative Amount
or activity which the programs 1. outlay on the projects Expenditure spent: Direct
identified project is Local area or (budget) or programs Sub upto the or through
covered other; 2. Specify project or heads: 1. Direct reporting implementing
the State and programwise expenditure period agency
district where on projects
the projects or or programs
programs was 2. Overheads
undertaken
4 Creative Education Mumbai, 1,175,572 1,680,000 1,680,000 Implementing
Learning Maharashtra agency -
Project : Tech AGASTYA
La Bike International
Foundation
5 Science Centre Education Chennai, 2,109,194 1,604,766 1,604,766 Implementing
Project Tamilnadu agency -
AGASTYA
International
Foundation
6 Let them Environment Mumbai, 500,000 500,000 500,000 Implementing
Live (Tree Protection Maharashtra agency -
Plantation) and Chennai, SankalpTaru
Kancheepuram,
Tiruvallur and
Chengalpattu,
Tamilnadu
7 Digital Class Education Erode, 425,000 425,000 425,000 Implementing
room Tamilnadu agency -
eVidyaloka
Trust
8 Administrative - - 135,500 68,880 68,880 -

Expenses
Total 7,831,470 7,831,470 7,831,470
6 In case the Company has failed to spend the two percent of the average net profit of the last three
financial years or any part thereof, the Company shall provide the reasons for not spending the
amount in its Board Report - Not applicable.
7 The Corporate Social Responsibility Committee hereby confirm that the implementation and
monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
Place : Chennai Balaji Viswanathan Prof. S. Rajagopalan

Date : May 28, 2020 Managing Director & CEO Chairman - CSR Committee

Annexure V A
Pursuant to Section 197 of Companies Act, 2013 r/w Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
I Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than
Rupees One crore and Two lakhs
Sl. Name Designation Remuneration Qualification Experience Date of Age Last employment Percentage whether any
No. in INR. (No. of years) commencement (Yrs) held by such of Equity such employee
(Overall of employment employee before Shares held is a relative of
experience joining the company # any director or
including (with Designation) manager of the
Expleo) company and
if so, name of
such director or
manager:
1 Balaji Managing 15,935,530 B.sc, ICWAI 27 26/Jul/2018 47 Sr. Director - Global
Viswanathan Director & CEO (Inter) Banking & Insurance
Delivery - Concentrix - NA
Daksh Service India
Pvt Ltd
2 Judson Daniel QA Manager 11,256,849 B.Com, MCA 17 20/Feb/2003 41 First Employment in
- NA
JM Thinksoft
# The percentage of equity shares held by the employee in the company within the meaning of clause(iii) of sub-rule (2) of Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Note : 1 : All the employees mentioned above are on the rolls of the Company
Note : 2 : None of the employees are relative of any Director or Manager
Note : 3 : It includes other incentives related to the FY 2018-19 which is paid during the current Financial Year

Top Ten Employees in terms of Remuneration drawn during the financial year 2019-20
Sl. Name Designation Remuneration Qualification Experience Date of Age Last employment held Percentage
No. in INR. (No. of years) commencement (Yrs) by such employee of Equity
(Overall of employment before joining the Shares
experience company held #
including (with Designation)
Expleo)
1 Balaji Managing Director & 15,935,530 B.sc, ICWAI 27 26/Jul/2018 47 Sr. Director - Global -
Viswanathan CEO (Inter) Banking & Insurance
Delivery - Concentrix

Daksh Service India
Pvt Ltd
2 Judson Daniel QA Manager 11,256,849 B.Com, MCA 17 20/Feb/2003 41 First Employment in -
JM Thinksoft
3 Phani Tangirala Senior Director - BFSI 10,004,294 B A 29 23/Sep/2010 49 Project Director, SSP 0.17
India Private Limited
4 Desikan Chief Financial Officer 6,571,788 B.Com, ACA, 21 17/Feb/2016 48 Director Finance -
Narayanan ICWAI (Inter) - Barry-Wehmiller
International Pvt Ltd
5 Hari Hara Technical Lead 6,324,355 B.E.,MBA 11 19-May-10 31 Hensel, Trainee -
Sudhan C Engineer
6 Srinath P Director - Enterprise 6,138,967 B.Com., 27 2/Jun/2000 46 SAP Consultant, Maars 0.18
Risk Management AICWA Software International
Limited
7 Rajasundaram S Director - Quality 5,968,002 B.Sc, Msc 24 15/Dec/2014 46 Vice President - Scope -
Engineering International
8 Christin Prabu S QA Lead 5,888,683 M.sc., 13 31/Jan/2011 36 Senior Quality Analyst - -
TCS e-Serve Ltd.,

9 Balaji M Senior QA Analyst 5,849,784 BTech 8 29/Jul/2013 34 Test engineer - STC -
Technology
10 Nisha Nagwani Senior QA Analyst 5,783,936 BE, MBA 7 7/Sep/2012 29 First Employment in -
Thinksoft
Note : 1 : All the employees mentioned above are on the rolls of the Company
Note : 2 : None of the employees are relative of any Director or Manager
Note : 3 : It includes other incentives related to the FY 2018-19 which is paid during the current Financial Year
II Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate,
was not less than Rupees Eight lakhs Fifty thousand only per month
Sl. Name Designation Remuneration Qualification Experience Date of Age Last employment held Percentage
No. in INR. (No. of years) commencement of (Yrs) by such employee before of Equity
(Overall experience employment joining the company Shares held
including Expleo) (with Designation) #
NIL
# The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of Sub-rule (2) of Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
III Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which is in excess of that drawn
by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company
Sl. Name Designation Remuneration Qualification Experience Date of Age Last employment held Percentage of
No. in INR. (No. of years) commencement of (Yrs) by such employee before Equity Shares
(Overall experience employment joining the company held #
including Expleo) (with Designation)
NIL



Annexure - V B
Details as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
1 The ratio of the remuneration of each director to the median remuneration of the employees of
the company for the financial year:
Ratio of the remuneration of director to the median employee

Sl.No. Name of the Director
remuneration
1 Mr. Balaji Viswanathan 23.30 : 1 (1 denotes Median Salary)
2 Prof. K.Kumar 2.00 : 1 (1 denotes Median Salary)
3 Ms. Lilian Jessie Paul 1.66 : 1 (1 denotes Median Salary)
4 Prof. S. Rajagopalan 1.89 : 1 (1 denotes Median Salary)
5 Mr. Rajiv Kuchhal 1.80 : 1 (1 denotes Median Salary)
6 Mr. Ulrich Baümer 1.37 : 1 (1 denotes Median Salary)
The working is based on payment/provision made in the books during the year.
2 Percentage increase in remuneration
Percentage increase/ decrease in

Sl.No. Name Designation
remuneration
1 Prof. K.Kumar Director 1% increase compared to previous year*
2 Mr. Balaji Managing Director & 5% increase compared to previous year#

Viswanathan CEO
3 Ms. Lilian Jessie Director 3% decrease compared to previous year*
Paul
4 Prof. S. Rajagopalan Director 6% decrease compared to previous year*
5 Mr. Rajiv Kuchhal Director 1% increase compared to previous year*
6 Mr. Ulrich Baümer Director 5% decrease compared to previous year*
7 Mr. Desikan Chief Financial Officer 4% increase compared to previous year#
Narayanan
8 Mr. S. Sampath Company Secretary & 9% increase compared to previous year#
Kumar Compliance Officer
* The working is based on provisions made in the books during the current year and the payment
will be made during the FY 2020-21.
# The Increase % considered during incremental cycle by the Board of Directors.
3 Percentage increase in the median remuneration of employees
The percentage of increase in the Median employee remuneration is 9.12% as compared to the
previous year.
4 Permanent Employees
The Number of Permanent Employees on the rolls of the Company as on March 31, 2020 is 990
employees.
5 Other details:
S.No. Particulars Remarks

a Average percentile increase already made in the During the FY 2018-19, the overall
salaries of employees other than the managerial salary increased for the employees by
personnel in the last financial year around 8% (which excludes Managerial
Remuneration).
b Percentile increase in managerial remuneration Compared to last financial year the
Managerial remuneration increase by 5%.
c The comparison with the percentile increase in Employee remuneration (Excluding
the employee remuneration with managerial Managerial Remuneration) increased
remuneration and justification thereof during FY 2019-20 by 8% which was based
on the appraisals and evaluations.
d Any exceptional circumstances for increase in the N.A.
managerial remuneration
6 We hereby affirm that the remuneration paid to the Directors and Employees are as per the
remuneration policy of the Company.


Annexure - VI
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR 2019-2020
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
To,
The Members
EXPLEO SOLUTIONS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by EXPLEO SOLUTIONS LIMITED (Formerly known as SQS India
BFSI Limited) hereinafter called the (“Company”). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing our opinion thereon.
Based on our verification of the EXPLEO SOLUTIONS LIMITED books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of secretarial audit,
we hereby report that in our opinion, the Company has, during the audit period covering the Financial
Year ended March 31, 2020 (“Audit Period”) complied with the statutory provisions listed hereunder
and also that the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by “the Company” for the Financial Year ended March 31, 2020 according to the provisions
of:
1. The Companies Act, 2013 (‘Act’) and the rules made thereunder, as amended from time to time
including Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’) and
as mandated by the Companies Act, 2013;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder, as amended
from time to time;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder, as amended
from time to time;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings, as amended from time to time;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’), as amended from time to time:-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding dealing with the Company;
e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015; and
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines and Standards, etc., mentioned above.
We report that having regard to the compliance system prevailing in the Company and on examination
of the relevant documents and records in pursuance thereof on test check-basis, the Company has
complied with the following Labour and Industrial Laws specifically applicable to the Company, as
listed below, as amended from time to time;
1. The Special Economic Zone Act, 2005 and rules made thereunder
2. The Contract Labour (Regulation and Abolition) Act, 1970
3. The Employees’ Compensation Act, 1923
4. The Employees’ Provident Funds & Miscellaneous Provisions Act, 1952
5. The Employees’ State Insurance Act, 1948
6. The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959
7. The Equal Remuneration Act, 1976 and The Equal Remuneration Rules, 1976
8. The Industrial Disputes Act, 1949
9. The Maternity Benefit Act, 1961
10. The Minimum Wages Act, 1948
11. The Payment of Bonus Act, 1965
12. The Payment of Gratuity Act, 1972
13. The Payment of Wages Act, 1936
14. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
15. The Tamil Nadu Industrial Establishments (Conferment of Permanent Status to Workmen) Act,
1981
16. The Tamil Nadu Labour Welfare Fund Act, 1972
17. The Tamil Nadu Payment of Subsistence Allowance Act, 1981
18. The Tamil Nadu Shops and Establishments Act, 1947
19. The Tamil Nadu Tax on Professions, Trades & Callings and Employments Act, 1992
20. The Maharashtra Shops and Establishments (Regulation Of Employment And Conditions Of
Service) Act, 2017
We further report that the Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The
changes in the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
We also report that adequate notice is given to all directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent to them at least seven days in advance or as the case may be,
and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
We further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
For M. Alagar & Associates
M.Alagar
Managing Partner
Practicing Company Secretary
FCS No.: 7488

Place : Chennai CoP No.: 8196
Date : May 19, 2020 UDIN: F007488B000253635

ANNEXURES TODISCUSSION
MANAGEMENT DIRECTORS’AND
REPORT
ANALYSIS
Management Discussion
and Analysis 2019-20
Financial Highlights
COVID-19 is an event no one had
imagined or planned for. The
primary focus during this
challenging period was to ensure
employee safety and business
continuity simultaneously. We
reacted with alacrity and had over
95% of our team working from
home, well before India went into
ɈȌɈƊǶǶȌƧǲƮȌɩȁ‫خ‬àǞɈǘǞȁɈǘƵ˛ȲȺɈ˛ɨƵ
days of the lockdown, almost our
entire workforce was able to operate
from home, successfully.
Tremendous resilience shown by
every individual in the organisation
and incredible support from our
clients was key in making this
possible. We would like to thank our
clients and our people for their
support and understanding.
The current pandemic has resulted in a has been an overall improvement across
slow down with few existing projects and operating costs as well as General &
some delay in the launch of new projects. Administrative (G&A) expenses. DSO as of
However, we are keeping a close watch 31st March, 2020 was at 85 days compared
on the market to understand our clients’ to 56 days as of 31st March, 2019.
ȯȲǞȌȲǞɈǞƵȺ‫ خ‬àƵ ƊȲƵ ƧȌȁ˛ƮƵȁɈ ȌǏ Ɗ ȺɩǞǏɈ
return to normalcy and subsequent Our focus on Digital Capabilities,
growth over the next 6 to 12 months. We specialised and new age Testing Services
continue to invest in skills and (Mobile, IoT, Data Management, Quality
technologies that will help us stay Engineering), Automation, and DevOps
abreast with industry trends and makes us essential to our clients’ Digital
complement our efforts to prepare for ambitions. Continued traction in these
the future. services is yielding double-digit growth
and positioning us as a valuable
Our Total Income during the Financial technology partner. We have built
Year 2019-20 went down by 3.7% ƧƊȯƊƦǞǶǞɈǞƵȺ Ǟȁ ȺȌǏɈɩƊȲƵ ƧȌȁ˛ǐɐȲƊɈǞȌȁ‫ة‬
compared to previous year - from assurance, and development through
INR 2,888 million to INR 2,780 million. our focused upskilling programs
RȌɩƵɨƵȲ‫ ة‬ȌɐȲ 0 XÀ( ƊȁƮ §ȲȌ˛ɈȺ ǏɈƵȲ covering more than 50% of our
Tax (PAT) improved due to effective cost employees. This initiative has helped us
management, favourable forex, and build a strong techno-functional team.
lower tax rates. Our EBITDA improved by We are also expanding our business and
3.2% from INR 591 million (20.5%) to technology partnerships with the latest
INR 610 million (21.9%) and our PAT digital tools and platform providers to
improved by 10.2% from INR 362 million deliver integrated solutions to our clients.
(12.5%) to INR 399 million (14.4%). There

MANAGEMENT DISCUSSION AND ANALYSIS
While there have been challenges in headwinds, and the contribution

some of the traditional offshore markets, declined from 68% to 62%. The
ȌɐȲǏȌƧɐȺƊȁƮƊɈɈƵȁɈǞȌȁȌȁȯȲȌ˛ɈƊƦǶƵƊȁƮ contribution from our top 10 customers
strategic growth in the Asian Market have reduced to 57% (from 62%) due to growth
started showing positive results. Both our with other clients.
deal size and the type of work are
undergoing a positive change. The Though UK and Western Europe will
capability that we are building in these continue to be our focus markets, we will
markets closer to India, will help us in the ǞȁɨƵȺɈ Ǟȁ ƦɐǞǶƮǞȁǐ ȯȲȌ˛ɈƊƦǶƵ ǐȲȌɩɈǘ Ǟȁ
future to grow in the traditional ȺǞƊ‫ ة‬ɩǘǞƧǘ ǘƊȺ ȺǘȌɩȁ ȺǞǐȁǞ˛ƧƊȁɈ
offshoring markets as well. In line with potential. The US, which is the largest
this strategy, contribution from the Asia market, continues to be a challenge
wƊȲǲƵɈǞǿȯȲȌɨƵƮȺǞǐȁǞ˛ƧƊȁɈǶɯǏȲȌǿׂ‫ڭׅخׇ‬ ȲƵȱɐǞȲǞȁǐȺǞǐȁǞ˛ƧƊȁɈǞȁɨƵȺɈǿƵȁɈƊȁƮǶȌȁǐ
to 35.4%. Our traditional offshoring waiting period.
markets of UK and Europe faced some
Financial Ratios
ÀǘƵ ƮƵɈƊǞǶȺ ȌǏ ȺǞǐȁǞ˛ƧƊȁɈ ƧǘƊȁǐƵȺ ‫ـ‬Ǟ‫خ‬Ƶ‫ خ‬ƧǘƊȁǐƵ ȌǏ ׂ‫ ڭׅ‬ȌȲ ǿȌȲƵ ƊȺ ƧȌǿȯƊȲƵƮ ɈȌ ɈǘƵ
ǞǿǿƵƮǞƊɈƵ ȯȲƵɨǞȌɐȺ ˛ȁƊȁƧǞƊǶ ɯƵƊȲ‫ ف‬Ǟȁ ǲƵɯ ˛ȁƊȁƧǞƊǶ ȲƊɈǞȌȺ‫ ة‬ƊǶȌȁǐ ɩǞɈǘ ƮƵɈƊǞǶƵƮ
explanations therefore:
Due to COVID lock down in

85 56 51.78 March, we received bulk of
the payment in April, 2020.
Global Outlook & Industry Trends

Global Economy
In general, global economic activities remained soft in 2019. Survey indicators had started
to stabilize or strengthen, both in manufacturing and services sectors. Financial
conditions had also strengthened following moves to increase accommodation in
monetary policy and to reduce tensions in trade policy. However, the unforeseen global
crisis from COVID-19 in 2020 changed the game. The impact of this pandemic is expected
to dwarf the previous economic downturns.
Source: IMF World Economic Outlook of April 2020

Globally, the COVID-19 pandemic is wreaking havoc and increasing human cost. The
necessary protection measures, such as lockdowns and isolation to slow down the
spread of the virus, are severely impacting economic activity. According to the IMF
World Economic Outlook of April 2020, the pandemic impact is expected to contract
the global economy sharply. We may see a decline of 3% in 2020 alone, which is far
ɩȌȲȺƵɈǘƊȁɈǘƵׂ‫׉׀ى׈׀׀‬ǐǶȌƦƊǶ˛ȁƊȁƧǞƊǶƧȲǞȺǞȺ‫خ‬ȺȺɐǿǞȁǐɈǘƊɈɈǘƵȯƊȁƮƵǿǞƧǏƊƮƵȺǞȁ
the second half of 2020, policy actions taken across countries are effective in
containing the spread, and the economic activities normalize, the global economic
growth could rebound to 5.8% in 2021.
Global IT Industry
The global IT industry is on pace to reach $5.2 trillion in 2020, according to the
ȲƵȺƵƊȲƧǘƧȌȁȺɐǶɈƊȁƧɯ˛ȲǿXȁɈƵȲȁƊɈǞȌȁƊǶ(ƊɈƊ!ȌȲȯȌȲƊɈǞȌȁ‫ـ‬X(!‫خف‬0ƧȌȁȌǿǞƵȺ‫ة‬ǯȌƦȺ‫ة‬ƊȁƮ
personal lives are becoming more digital, more connected, and more automated. The
U.S. continues to be the largest tech market in the world, representing 32% of the total
market, or approximately $1.7 trillion for 2020.
Source: IDC Forecast April 2020

In April 2020, IDC reported that worldwide IT spending is most likely to drop by 2.7% in
2020 due to deteriorating economic conditions caused by COVID-19. Before the
pandemic, IT spending was predicted to grow in the range of 4.3% to 5.1% in 2020.
Although every industry is affected by the global slowdown, some of them are likely to
slash their IT spending to pause and gauge this peculiar situation. The Aviation,
Hospitality, and Tourism industries could be the worst affected and likely to see a
decline of more than 5%. Banking and Financial Services are relatively less impacted
and expect to see a short term impact of 1-2% decline in their global IT spends. Software
spending is predicted to grow by 1.7%, down from the previous forecast of 10%, as
businesses will continue to invest in automation, cloud-based resources and
applications to ensure seamless business operations. IT services are projected to
decline by 2% as markets pause on new development and integration projects.
Managed services could drop commensurate with declines in device and hardware
spending. While the 2020 IT spending projection is bleak, IDC estimates that IT
spending will rise by 4.9% in 2021 as regional and global economies prepare to come
back to life.
The Banking, Financial Services, and Insurance (BFSI) segment is projected to

dominate the market as the implementation of software quality assurance helps
ƮƵɈƵƧɈ ƊȁƮ ȲƵǿƵƮɯ ȺɐȺƧƵȯɈǞƦǞǶǞɈɯ ȯȲȌɨǞƮǞȁǐ Ɗ ǶȌȁǐٌɈƵȲǿ ȺȌǶɐɈǞȌȁ ɈȌ ˛ȁƊȁƧǞƊǶ
companies. According to NelsonHall, GM Insights, and IBSI Research reports, the
software testing market has the potential to touch $48 billion by 2023, a CAGR of 2.4%
from 2018 through 2023.
The rise of Agile and DevOps application development methodologies, test

automation to minimise operational costs and enhance quality assurance, and
Application Programming Interface (API) monitoring in the digital economy are the
ǲƵɯ ǏƊƧɈȌȲȺ ƮȲǞɨǞȁǐ ƮǞǐǞɈƊǶ ƧȌȁ˛ƮƵȁƧƵ‫! خ‬ȌȁȺǞƮƵȲǞȁǐ ɈǘƵ ǐǶȌƦƊǶ ƦƵȺɈ ȯȲƊƧɈǞƧƵȺ‫ ة‬ǞɈ ǞȺ
evident that Next-Gen testing (Mobile, Security, UI/UX, testing of RPA, RPA in testing
and AI in testing), non-functional, and other specialized testing services will be the
growth hackers for businesses.

Over last few years, we have seen a drop solutions to customers in an agile
in the number of new large-scale manner. Our end-to-end service
managed testing service contracts. This offerings deliver perfect service
is a result of a widescale adoption of Agile predictability that the industry seeks
and DevOps by clients, shifting their during these turbulent times.
spending towards continuous testing
and reskilling of their testing workforce. Some of the key trends that
New-gen testing continues to remain key are driving the BFSI space as
growth driver growing at a CAGR of 12.8%
(2018 – 2023) mainly due to the steady far as Software Testing and
increase in year over year (Y-o-Y) growth. Quality Assurance concerned
While over 40% of this growth is include:
estimated to originate from North
ǿƵȲǞƧƊ‫ ة‬ɈǘƵȲƵ ǞȺ ȺǞǐȁǞ˛ƧƊȁɈ ȯȌɈƵȁɈǞƊǶ ɈȌ
achieve better market share in the Increasing Adoption of Agile & DevOps
existing markets (Europe and APAC) that The global economic churning brought
we majorly operate in. Increasing about by the pandemic has accentuated
demand for software development and the need for companies worldwide to
ƊȯȯǶǞƧƊɈǞȌȁȺ ɩǞǶǶ ȺǞǐȁǞ˛ƧƊȁɈǶɯ ƧȌȁɈȲǞƦɐɈƵ re-look at their operations. This means
to the growth of Quality Assurance (QA) optimizing operations and utilizing
services market. digital means to achieve faster time to
market at a lower cost, with minimal
IɐȁƧɈǞȌȁƊǶ ɈƵȺɈǞȁǐ‫ ة‬ƦƵǞȁǐ Ɗ ȺǞǐȁǞ˛ƧƊȁɈ effort and maximum speed. This is
component of the QA services, accounts expected to substantially accelerate the
for a considerable share of QA already rapid adoption of Agile and
investment for application testing. The DevOps in all sectors. The ‘new normal’
ongoing trend in functional testing is with a distributed workforce would
about maximising automated testing require Business Agility to become
and focusing on faster time to market. To ingrained in an organization’s DNA for
complement this trend, businesses will sustained growth. With the increasing
need to utilise techno-functional experts. maturity of DevOps tools, infrastructure
Ongoing disruptive digital management and continuous delivery
transformations and associated threats are expected to grow integral to IT
make Mobile and IoT testing a major QA operations. Expleo has made substantial
area to focus on. In addition, mobile investments in the skills required for
application security, performance Agile and DevOps services and is well
requirements, UI/UX, accessibility, and placed to service this portfolio, which is
compatibility testing are areas of prime expected to grow further with increased
importance. These tests are also market demand.
automation intensive.
Expleo’s transition to a techno-functional

workforce, coupled with proven offshore
delivery capabilities, provides a reliable
platform for delivering technically
optimal and cost-effective business

Automation of Quality Assurance Expleo is actively presenting its

capabilities to diverse prospects across
Test Automation is increasingly the ME and US regions as well. Our
becoming a part of our client partnership with Blue Prism continues
engagements and proposals. The and is progressing towards the next
requirement for continuous testing and level. We have also taken up a new
ƊɐɈȌǿƊɈǞȌȁ ǞȺ ƵɮȯƵƧɈƵƮ ɈȌ ȺǞǐȁǞ˛ƧƊȁɈǶɯ project in the APAC region using the
increase in light of the impact of Covid-19 UiPath tool, and we are in continuous
on business operations. Progressive discussions to partner with the
ƊɐɈȌǿƊɈǞȌȁ ɈȌ ƊƧǘǞƵɨƵ ƦƵȁƵ˛ɈȺ ƵƊȲǶǞƵȲ AssistEdge RPA tool. Expleo has won
and to reduce the corresponding projects ranging from Enterprise RPA
ǿƊȁɐƊǶ ƵǏǏȌȲɈȺ ǞȺ Ɗ ȺǞǐȁǞ˛ƧƊȁɈ ƊȺȯƵƧɈ ȌǏ implementation, Test Automation using
our solution. The adoption of RPA tools, to automating complex use
organization-wide methodology and cases.
process to reach an optimal level of
ƊɐɈȌǿƊɈǞȌȁƵǏǏƵƧɈǞɨƵȁƵȺȺ‫ة‬ƵǏ˛ƧǞƵȁƧɯ‫ة‬ƊȁƮ Machine Learning and AI in testing
coverage validates Expleo’s alignment
with industry trends and best practices. With the world increasingly embracing
digital solutions, AI and Machine
Learning take the driving seat in most
businesses to reduce human errors,
maintain consistency, and increase
stability and performance. At Expleo, we
are poised to seize this new opportunity
ƦɯǞȁɈȲȌƮɐƧǞȁǐƊȁX‫ش‬wm˜ƊɨȌɐȲǞȁƊǶǶȌɐȲ
testing accelerators. As part of this, we
are working on an Intelligent Data
Generation and Self-service Data
Provisioning solution and also Intelligent
API test automation. Both these AI/ML
initiatives rely on machine learning
algorithms, collecting and organizing
data and creating models, extracting the
right features from the data through the
models, and training the models in
predicting, classifying, and taking
decisions using the algorithms.
Big Data Testing

Big Data plays a vital role across industry
sectors, including banking, insurance,
Mobile/IOT testing treasury, capital markets, technology,
healthcare, and many more. Big Data is
Majority of our clients and prospects
expected to grow exponentially as many
have mobile applications as their crucial
industries are shifting towards a
customer service channel offerings.
data-oriented world, and due to this, the
Expleo as a Managed Mobile/IoT testing
need for testing big data applications is
service provider realizes that client
expected to see a new rise in 2020.
needs, emerging technology, and a
Expleo service offerings for Big Data
strong mobile testing strategy are a
testing includes Source Data validation,
substantial source of business
Data storage validation, Map Reduce
opportunity. We provide a cost-effective
Process validation, Processed Data
integrated solution to ensure that the
validation, ETL Process validation,
clients’ desired user experience and
Reports / Analytics Testing, and a range
planned business values are delivered.
of non-functional testing services.
Robotic Process Automation (RPA)
Security Testing
Expleo has been showcasing its RPA
Security has gained strategic
capabilities to its existing customers and
ȺǞǐȁǞ˛ƧƊȁƧƵ ɩǞɈǘ ɈǘƵ ȁƵɩ ȲƵǐɐǶƊɈȌȲɯ
has been successful in securing projects
mandates on data and privacy controls.
across APAC, India, and Group regions.

The risk has also unfolded from the As expected, there has been a
transitioning of legacy application and corresponding increase in attempts to
services to cloud-based or managed breach security and compromise online
services. systems. All these areas are too critical to
be ignored or de-prioritized.
Expleo Cyber Security testing
capabilities have matured over the years Expleo has the required credentials and
with 90% utilization of resources across expertise to assist companies in an
various clients in India, APAC, Europe, ƵǏ˛ƧǞƵȁɈƊȁƮɈǞǿƵٌƦȌɐȁƮǿƊȁȁƵȲǏȌȲɈǘƵ
and the MENA region. The Expleo Group areas outlines above. Our core expertise
has formed the Cybersecurity Virtual in Quality Assurance and Engineering,
Excellence Centre (VEC), that combines coupled with the new capabilities in
the efforts of all security teams within the Development services, makes us an ideal
group, to address clients’ cyber partner for implementing digital
requirements across the global. At channels. With our existing RPA services
0ɮȯǶƵȌ‫ڭ׀׉ة‬ȌǏȌɐȲȲƵȺȌɐȲƧƵȺƊȲƵƧƵȲɈǞ˛ƵƮ transforming to intelligent process
security professionals. automation (IPA), process optimization
and automation are areas in which
Opportunities and Risks: clients can expect end-to-end support
from us. With a strong track record in
The COVID-19 pandemic has had a performance testing and engineering,
ȺǞǐȁǞ˛ƧƊȁɈǞǿȯƊƧɈȌȁǐǶȌƦƊǶƵƧȌȁȌǿǞƵȺ‫خ‬ Expleo can guide its clients in ensuring
The effect of this is expected to last well that systems are capable of handling
ȌɨƵȲ ׂ‫ ׀ׂ׀‬ƊȁƮ ɩǞǶǶ Ǟȁ˜ɐƵȁƧƵ ƦɐȺǞȁƵȺȺ loads from a long-term perspective.
models in the new normal. Given the Expleo’s fast-growing security practice
drastic fall in GDP and industrial output acts as a force multiplier for clients
in all major economies, many companies looking to proactively combat
ɩǞǶǶǏƊƧƵƧƊȺǘ˜ȌɩȯȲȌƦǶƵǿȺɩǘǞƧǘɩǞǶǶ‫ة‬Ǟȁ continuous online attacks.
ɈɐȲȁ‫ ة‬Ǟȁ˜ɐƵȁƧƵ ɈǘƵǞȲ ƮƵƧǞȺǞȌȁ ǿƊǲǞȁǐ‫خ‬
With many aspects of economic activity,
life seems to have changed permanently.
Optimizing resources and reducing costs
will be the notable drivers for strategic
and tactical business decisions. At
Expleo, we have risen to the challenge of
providing uninterrupted services to our
clients by rapidly enabling remote
working for our entire workforce. The
seamless transition was an excellent
demonstration that the Business Agility
we provide to clients has also been
internalized at Expleo. Our clients are
appreciative of our proactive approach to
support them during these trying times.
The pandemic has ushered in a new

normal, which has highlighted the dire
need for digitization to support
businesses deliver seamless service to
their clients. We notice companies
implementing and standardizing digital
channels for decreasing dependence on
manual channels for sales and service. Internal Controls Systems and
Companies will also focus on process Their Adequacy:
optimization and automation to
minimize costs. The surge in online The CEO and CFO of the Company have
activity has also led to the performance ȯȲȌɨǞƮƵƮƊƧƵȲɈǞ˛ƧƊɈƵ‫ة‬ɩǘǞƧǘǏȌȲǿȺƊȯƊȲɈ
of client-facing systems coming under ȌǏɈǘǞȺƊȁȁɐƊǶȲƵȯȌȲɈ‫ة‬ɩǘǞƧǘƧȌȁ˛ȲǿȺɈǘƵ
severe stress. Existing performance adequacy of the internal control systems
baselines need to be revised, and and procedures.
appropriate technical upgrades are
necessary to meet the new demand.

REPORT ON CORPORATE GOVERNANCE
Report on Corporate Governance

1. Company’s Philosophy on Code of Corporate Governance:
Expleo Solutions Limited (formerly known as SQS India BFSI Limited) (“the Company”) is committed
to maintaining high standards of Corporate Governance, protecting Customers’, Shareholders’ and
other Stakeholders’ interests. In line with this philosophy, the Company endeavours to maintain
transparency at all levels through adoption of best Corporate Governance Practices. The following is
a report on the status and progress on major aspects of Corporate Governance.
2. Board of Directors:
The Directors of the Company possess highest professional ethics, integrity and values and are
committed to representing the long-term interests of the stakeholders. The basic responsibility of
the Board is to provide effective governance over the Company’s affairs exercising its reasonable
business judgment on behalf of the Company.
I. Composition:
The Board has an optimum combination of Executive, Non-Executive and Independent Directors,
which ensures proper governance and management.
As on March 31, 2020, the Board of Directors (“Board”) comprises of eight members out of which one
is Executive Director, two are Non-Executive Directors and five are Non-Executive - Independent
Directors.
Ms. Lilian Jessie Paul (DIN - 02864506) was re-appointed as Independent Director with effect from
October 30, 2019 for a further period of 5 years.
Mr. René Gawron (DIN - 06744645) has submitted his resignation as Chairman & Director of the
Company with effect from October 15, 2019 due to personal reasons.
Mr. Martin Hodgson (DIN - 08720176) has been appointed as Additional Director (Non-Executive) of
the Company with effect from April 09, 2020 by the Board of Directors and he shall hold office up to
the date of the ensuing Annual General Meeting.
The optimum combination of Executive, Non-executive and Independent Directors ensure
independence of the Board and separation of Board function from governance and management.
The Board of Directors is of the opinion that the Independent Directors fulfill the conditions specified
in SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and are independent of
the management.
As mandated under Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, neither of the Directors are a member of more than ten Board Level
Committees nor any of them are Chairman of more than five Board Level Committees, across all
Listed entities in which they are Directors.
II. Board Meetings:
4 (Four) Board Meetings were held during the year and the gap between any two meetings did not
exceed 120 days. The dates on which the said meetings were held are as follows: May 6, 2019, July 31,
2019, October 31, 2019 and January 30, 2020.

Attendance of each Director at the Board Meetings and last AGM and the number of companies
and Committees where he/ she is a Director/ Member are as under:
Number of Board Meetings

during the year 2019-20 Whether Number of
attended Directorships Committee
Category of Held after last AGM in other positions
Name of the Director
Director appointment held on Public held in
Held Attended July 31, Companies other Public
/ before
resignation 2019 Companies
Independent &
Prof. K. Kumar Non-Executive 4 4 4 Yes - -
Director
Non-Executive
Mr. Olivier Aldrin 4 4 3 Yes - -
Director
Mr. Balaji Managing
4 4 4 Yes - -
Viswanathan Director & CEO
Independent &
Ms. Lilian Jessie
Non-Executive 4 4 3 Yes 2 2
Paul
Director
Independent &
Prof. S. Rajagopalan Non-Executive 4 4 3 Yes - -
Director
Independent &
Mr. Rajiv Kuchhal Non-Executive 4 4 4 Yes - -
Director
Independent &
Mr. Ulrich Bäumer Non-Executive 4 4 2 Yes - -
Director
Non-Executive
Mr. Ralph Gillessen 4 4 3 Yes - -
Director
Chairman &
Mr. René Gawron* Non-Executive 4 2 1 No - -
Director
* Resigned with effect from October 15, 2019.

Notes:
a. None of the Directors, holds directorships in any other Indian Public Limited Companies and
hold Membership/Chairmanship of any Committee(s) in other Indian Public Limited Companies
(listed and unlisted), apart from the details given above.
b. For the purpose of Membership in Committees, the Membership in Audit Committee and
Stakeholders Relationship Committee are only considered as per Regulation 26(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
c. None of the Non-Executive Directors, apart from receiving director’s sitting fees/commission,
have any material pecuniary relationship or transactions with the Company.
d. None of the Directors are related inter-se.
e. During the year, information as mentioned under Schedule II Part A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, has been placed
before the Board for its consideration.

Name of other listed entities where Directors of the company are Directors and the category of
Directorship:
Sl. No. Name of Director Name of listed entities in Category of Directorship
which the concerned Director
is a Director
Ms. Lilian Jessie Paul i) Royal Orchid Hotels Limited Independent & Non-Executive Director
1
DIN : 02864506 ii) Bajaj Consumer Care Limited Independent & Non-Executive Director
None of the Directors hold directorships in any other listed entities apart from the details given
above.
Skills / Expertise / Competencies of the Board of Directors :
The following are the core skills / expertise / competencies identified by the Board of Directors as
required in the context of the Company’s business and the said skills are available with the Board
Members as identified below:
Name of Directors Skills / Expertise / Competencies

Prof. K. Kumar i) Knowledge on Company’s businesses, policies and culture (including
the Mission, Vision and Values) major risks / threats and potential
Mr. Olivier Aldrin opportunities and knowledge of the industry in which the Company
operates.
Mr. Balaji Viswanathan ii) Behavioural skills - attributes and competencies to use their knowledge
and skills to contribute effectively to the growth of the Company
Ms. Lilian Jessie Paul*
iii) Business Strategy, Corporate Governance, Forex Management,
Mr. Martin Hodgson Administration, Decision Making
Prof. S. Rajagopalan iv) Sales & Marketing - Developing strategies to grow sales and market
share, build brand awareness and equity, and enhance Company’s
Mr. Rajiv Kuchhal
reputation
Mr. Ulrich Bäumer v) Financial and Management skills
vi) Technical / Professional skills and specialized knowledge in relation to
Mr. Ralph Gillessen
Company’s business
* Except Forex Management.

Post meeting follow-up mechanism:
Important decisions taken at the Board/Committee Meetings are promptly communicated to
the concerned departments. Action Taken Report on decisions/minutes of previous meetings is
placed at the succeeding meetings of the Board/Committee for taking note.
III. Number of Shares held by Non-Executive Directors:
Number of shares held by Non-Executive Directors as on March 31, 2020 are:
Sl. No. Name Shares

1 Prof. K. Kumar 11,000
2 Prof. S. Rajagopalan 1,000
3 Mr. Rajiv Kuchhal 58,855
TOTAL 70,855
No other Non-Executive Directors hold any shares in the Company.

IV. Familiarization Programmes:

The details of familiarization programmes provided to Independent Directors is uploaded in the
Company’s website.
The web link for the same is https://expleogroup.com/wp-content/uploads/2020/05/Details-
Familiarisation-Programmes-for-Independent-Directors.pdf
3. Audit Committee:
I. The terms of reference of the Audit Committee are broadly as under:
a) Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
b) Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company;
c) Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
d) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the board for approval, with particular reference to:
i) Matters required to be included in the Directors’ Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
(“the Act”);
ii) Changes, if any, in accounting policies and practices and reasons for the same;
iii) Major accounting entries involving estimates based on the exercise of judgment by
management;
iv) Significant adjustments made in the financial statements arising out of audit findings;
v) Compliance with listing and other legal requirements relating to financial statements;
vi) Disclosure of any related party transactions;
vii) Modified opinion(s) in the draft audit report;
e) Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval;
f) Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;
g) Review and monitor the auditor’s independence and performance and effectiveness of audit
process;
h) Approval or any subsequent modification of transactions of the Company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the Company, wherever it is necessary;
k) Evaluation of internal financial controls and risk management systems;
l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;
m)Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;
n) Discussion with internal auditors of any significant findings and follow up there on;

o) Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;
p) Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
r) To review the functioning of the Whistle Blower Mechanism;
s) Approval of appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any
other person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;
t) Reviewing the utilization of loans and/ or advances from/investment by the holding company
in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments;
u) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
II. Composition, name of the Members and Chairman and attendance during the year:
The Audit Committee of the Company is constituted in line with Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 177 of
the Companies Act, 2013. Accordingly, the Audit Committee consists of three Independent Directors.
The Chairman of the Audit Committee is an Independent Director.
By virtue of the resignation of Mr. René Gawron, as Chairman & Director of the Company with effect
from October 15, 2019, he ceased to be a Member of the Audit Committee with effect from the said
date.
The Statutory Auditors and Internal Auditors are invited to attend the Audit Committee meetings as
and when necessary and the Company Secretary acts as the Secretary of the Committee.
During the Financial Year, Mr. A. Murali, Chartered Accountant, Proprietor of M/s. A. Murali &
Associates, resigned as Internal Auditor of the Company with effect from October 18, 2019 due to
personal reasons. Consequent to aforesaid resignation, M/s. V. Chandrasekaran and Associates,
Chartered Accountants, was appointed as Internal Auditor of the Company with effect from
Quarter 3 of Financial Year – 2019-20.
The minutes of the meetings of the Audit Committee are circulated to all the members of the Board
along with the Board Agenda.
Four Audit Committee Meetings were held during the year. The dates on which the said meetings
were held are as follows: May 6, 2019, July 30 & 31, 2019, October 30 & 31, 2019 and January 29 & 30,
2020.
The composition of the Audit Committee and the details of meetings attended by its members are
given below:
Number of meetings during the year 2019-20
Name of the Director Status Held after

Held Appointment / before Attended
resignation
Prof. K. Kumar Chairman 4 4 4
Prof. S. Rajagopalan Member 4 4 3
Mr. Rajiv Kuchhal Member 4 4 4
Mr. René Gawron * Member 4 2 1
* Ceased to be a member with effect from October 15, 2019.
Prof. K. Kumar, Chairman of the Audit Committee attended the previous Annual General Meeting of
the Company held on July 31, 2019.
During the year, all the recommendations of the Audit Committee were accepted by the Board.
4. Nomination and Remuneration Committee:
Nomination and Remuneration Committee was constituted to discharge the Board’s responsibilities
related to performance evaluation, formulating policy for selection and appointment of directors and
Key Managerial Personnel (“KMP”), appointment and compensation of the Company’s Executive
Directors / KMP. The Committee has the overall responsibility of approving and evaluating the
compensation plans, policies and programs for Executive Director. The Committee is entailed to
formulate various policies as required under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
I. Brief description of terms of reference:
The terms of reference of the Nomination and Remuneration Committee are broadly as under:
a) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board of Directors a policy, relating to the remuneration of
the directors, key managerial personnel and other employees;
b) Formulation of criteria for evaluation of Independent Directors and the Board of Directors;
c) Devising a policy on Board diversity;
d) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal;
e) Whether to extend or continue the term of appointment of the Independent Directors, on the
basis of the report of performance evaluation of Independent Directors;
f) Recommend to the board, all remuneration, in whatever form, payable to senior management;
g) To review the Company’s remuneration policy on specific remuneration packages to Executive
Directors including pension rights and any compensation payment while striking a balance
with the interest of the Company and the shareholders;
h) To approve the Annual Remuneration Plan of the Company;
i) To formulate the Employees Stock Option Scheme in accordance with the relevant regulations/
guidelines for the time being in force, recommend the same to the Board for its consideration
and administration of ESOP Scheme as stipulated under SEBI (Share Based Employee Benefits)
Regulations, 2014.
II. Composition, name of the Members and Chairman and attendance during the year:
The Committee consists of three Independent Directors.
The quorum for a meeting of the nomination and remuneration committee shall be either two
or one third of the members of the committee, whichever is greater, including at least one
independent director in attendance.
The nomination and remuneration committee shall meet at least once in a year.
Four Nomination and Remuneration Committee Meetings were held during the year. The dates on
which the said meetings were held are as follows: May 6, 2019, July 30 & 31, 2019, October 30 & 31,
2019 and January 29 & 30, 2020.

The name of Chairman and Members of the Committee along with the meeting attendance is
given in the below table:
Name of the Director Status Number of meetings during the year 2019-20
Held Held after Appointment / Attended
before resignation
Prof. K. Kumar Chairman 4 4 4
Prof. S. Rajagopalan Member 4 4 3
Mr. Rajiv Kuchhal Member 4 4 4
Mr. René Gawron * Member 4 2 1
*Ceased to be a member with effect from October 15, 2019.

III. Performance Evaluation Criteria for Independent Directors:
The Performance Evaluation Criteria for Independent Directors is provided under the heading
Board evaluation in the Directors’ Report.
5. Remuneration of Directors:
I. Remuneration policy:
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended, and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee of the Company has formulated a policy, relating to the remuneration of the directors,
Key Managerial Personnel and other employees.
The remuneration policy framed by the Nomination and Remuneration Committee warrants the
Committee to decide the remuneration and other areas which falls under the terms of reference of
the Committee.
The Policy also sets out the following in details:
a) Qualifications for appointment of Directors (including Independent Directors)
b) Positive attributes of Directors (including Independent Directors)
c) Criteria for appointment of KMP/Senior Management
d) Policy relating to remuneration of Whole-time Directors
e) Policy relating to remuneration of Non-Executive / Independent Directors
f) Policy relating to remuneration of Key Managerial Personnel and Senior Management
Personnel.
II. Details of Remuneration for the year ended March 31, 2020:
The disclosure on the remuneration of directors as required under Schedule V (C) (5) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, are as follows:
a. Remuneration of Non-Executive Directors:
Name of the Director Commission (Rs. In Mn.) Sitting Fees (Rs. In Mn.) Total (Rs. In Mn.)
Prof. K. Kumar 0.90 0.50 1.40
Ms. Lilian Jessie Paul 0.90 0.26 1.16
Prof. S. Rajagopalan 0.90 0.42 1.32

Name of the Director Commission (Rs. In Mn.) Sitting Fees (Rs. In Mn.) Total (Rs. In Mn.)
Mr. Rajiv Kuchhal 0.90 0.36 1.26
Mr. Ulrich Bäumer 0.90 0.06 0.96
Mr. Olivier Aldrin Nil Nil Nil
Mr. Ralph Gillessen Nil Nil Nil
Mr. René Gawron * Nil Nil Nil
* Resigned with effect from October 15, 2019.

b. Criteria of making payments to Non-Executive Directors:
The criteria of making payments to Non-Executive Directors is provided under Item No. 28 of the
Directors’ Report.
c. Shares and Stock option details:
Details of Shares and Stock option held by Non-Executive Directors as on March 31, 2020 are as
under:
Sl.No Name Shares Held Stock Option

1 Prof. K. Kumar 11,000 Nil
2 Prof. S. Rajagopalan 1,000 Nil
3 Mr. Rajiv Kuchhal 58,855 Nil
TOTAL 70,855 Nil
The options were issued with a graded vesting over a period of 3 years and exercisable over a period
of 5 years from the date of vesting and the same were exercised by the Independent Directors
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the judgment of the Board may affect the independence of the director,
except receiving sitting fee for attending meetings and commission.
d. Remuneration of Executive Director:
Compensation to Mr. Balaji Viswanathan, Managing Director & CEO is paid as per the Service
Agreement entered with him subject to the limits specified as per the provisions of the Companies
Act, 2013.
Amount in Mn.
Sl. No. Particulars of Remuneration Mr. Balaji Viswanathan,
MD & CEO
FY - 2019-20
1 Gross Salary 12.92
2 Stock Options -
3 Sweat Equity -
4 Commission -
5 Others (Incentives) 3.39
Total 16.31
* Includes provision made in the books for which payment will be made during financial year
2020-21.

Out of total remuneration of Rs. 16.31 Mn. an amount of Rs. 4.25 Mn. is the Performance based
incentive for the financial year 2019-20, which were based on the achievement of a set of parameters
as framed by the Nomination and Remuneration Committee and decided by the Board of Directors of
the Company from time to time. These parameters consist of both quantitative as well as qualitative
achievements.
The agreement with the Managing Director & CEO has been entered into for a period of 3 years,
effective from the date of appointment. Further, either party to the agreement is entitled to
terminate the Agreement by giving not less than six months’ notice in writing to the other party or
by prior approval of the Board of Directors. The Managing Director & CEO is entitled for severance
pay subject to the provisions contained in Section 202 of the Companies Act, 2013.
6. Stakeholders’ Relationship Committee:
a) The Committee has been formed to look into and resolve the grievances of the security holders
of the listed entity including complaints related to transfer/transmission of shares, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings, etc.
b) Review of measures taken for effective exercise of voting rights by shareholders.
c) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.
d) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.
Four Stakeholders’ Relationship Committee Meetings were held during the year. The dates on
which the said meetings were held are as follows: May 6, 2019, July 31, 2019, October 21, 2019 and
January 29, 2020.
The Committee consists of three Independent Directors. The Chairman of the Committee is an
Independent & Non-Executive Director.
The composition of the Stakeholders’ Relationship Committee along with the meeting attendance
is given in the below table:
Held Attended
Prof. S. Rajagopalan Chairman 4 4
Prof. K. Kumar Member 4 4
Ms. Lilian Jessie Paul Member 4 4
Mr. S. Sampath Kumar, Company Secretary was designated as the Compliance Officer of the
Company in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.
The status of investor complaints received during the year is as follows:
Number of Complaints received during the year* 9

Number of Complaints resolved during the year 9
Number of Complaints not solved to the satisfaction of Shareholders NIL
Number of Complaints pending as on March 31, 2020 NIL
*Complaints were pertaining to non-receipt of Dividend Warrants and non-receipt of Annual Reports.
7. Corporate Social Responsibility Committee:

The Committee has been formed to formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be undertaken by the Company as
specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to
be incurred on the activities referred above and to monitor the Corporate Social Responsibility Policy
of the Company from time to time.
Four Corporate Social Responsibility Committee Meetings were held during the year. The meetings
were held on April 15, 2019, July 9, 2019, October 15, 2019 and January 7, 2020.
The Committee consists of three Independent Directors. The Chairman of the Committee is
Independent & Non-Executive Director. The composition of the Corporate Social Responsibility
Committee along with the meeting attendance is given in the below table:
Held Attended
Prof. S. Rajagopalan Chairman 4 4
Prof. K. Kumar Member 4 3
Ms. Lilian Jessie Paul Member 4 4
8. Independent Directors’ Meeting:

The meeting of Independent Directors of the Company was held on January 30, 2020. All the
Independent Directors of the Company except Mr. Ulrich Bäumer have participated in the said
meeting. In the meeting, the Independent Directors have,
i. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairman of the Company, taking into account the views of
executive directors and non-executive directors;
iii. Assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.
9. General Body Meetings:
I. Location, date and time of the last three Annual General Meetings held:
Details Date Time Venue

Annual General Meeting 2016-17 July 27, 2017 3.30 p.m. The Residency Towers, The Town Hall,
115, Sir Thyagaraya Road,
T. Nagar, Chennai - 600 017.
II. Extraordinary General Meeting:

No Extraordinary General Meeting of the members was held during the year.

III. Postal Ballot:

No Resolutions were passed by way of Postal Ballot during the year.
IV. Special Resolutions in the last three Annual General Meetings:
19th Annual General Meeting for the year 2016-17 held on July 27, 2017 – NIL
20th Annual General Meeting for the year 2017-18 held on July 26, 2018
Special Resolution was passed towards adoption of amended Articles of Association.
21st Annual General Meeting for the year 2018-19 held on July 31, 2019
Re-appointment of Ms. Lilian Jessie Paul (DIN - 02864506) as an Independent Director
(Non-Executive) of the Company.
10. Means of Communication to Shareholders:
Quarterly results and newspapers wherein results published:
During the year, quarterly, half yearly and annual Financial Results of the Company on the Standalone
and Consolidated basis were submitted to the Stock Exchanges soon after they were approved by
the Board of Directors.
The Financial Results are also published in 2 leading newspapers Financial Express (English) and
Makkal Kural (Tamil). Results are displayed in the Company’s Website https://expleogroup.com/
expleo-solutions/financial/.
All material information about the Company is promptly disclosed through electronic platform to
the Stock Exchanges where the Company’s shares are listed.
All official news releases of relevance to the investors are also made available on the Company’s
website. The presentations made to the analysts are also placed on the website of the Company.
11. General Shareholder Information:
I. Annual General Meeting Date, Time and Venue:
22nd Annual General Meeting
Date and Time: August 27, 2020 at 3.30 pm
Venue: Through Video Conference
II. Financial calendar:
The Financial Year of the Company is for a period of 12 months from 1st April to 31st March.
Tentative Financial Calendar for the year 2020-21:
First Quarter Results On or before August 14, 2020
Half Yearly Results On or before November 14, 2020
Third Quarter Results On or before February 14, 2021
Fourth Quarter and Annual Results On or before May 30, 2021
III. Date of book closure:
August 21, 2020 to August 27, 2020 (both days inclusive)
IV. Dividend payment date: NIL

V. Listing of Stock Exchanges and Stock Code:

1,02,52,485 equity shares of Rs.10/- each is listed at:
Name of the Stock Exchange Stock Symbol

National Stock Exchange of India Limited (NSE), EXPLEOSOL
Exchange Plaza,
Bandra-Kurla Complex Bandra (East),
Mumbai – 400 051
BSE Limited (BSE), 533121
PJ Towers,
Dalal Street,
Mumbai – 400 001
The Company has paid the annual listing fees for the year 2019-20 to both the above Stock Exchanges.
VI. Market Price data:
The closing market price of equity shares on March 31, 2020 (last trading day of the year) was Rs.143.55
on NSE and Rs.145.90 on BSE.
VII. Monthly share price movement during 2019-20 at NSE & BSE:
The monthly movement of equity share prices during the year at NSE and BSE are summarized
herein below:
NSE BSE
MONTH
HIGH (Rs.) LOW (Rs.) VOLUME HIGH (Rs.) LOW (Rs.) VOLUME
April, 2019 523.00 471.00 1,32,000 519.65 470.00 58,144
May, 2019 484.50 401.00 83,643 481.00 392.00 12,199
June, 2019 483.00 380.00 1,26,465 481.20 382.00 21,579
July, 2019 400.00 301.55 1,20,666 399.30 300.00 12,989
August, 2019 315.30 230.00 1,90,850 307.00 232.85 50,274
September, 2019 353.00 234.00 1,12,856 354.00 233.80 25,047
October, 2019 303.00 271.00 57,845 305.30 266.00 14,395
November, 2019 300.80 270.00 86,338 300.35 268.50 10,514
December, 2019 289.95 265.60 55,306 287.95 271.00 10,685
January, 2020 331.90 276.50 1,72,013 331.00 275.00 21,560
February, 2020 329.70 261.00 1,54,656 324.00 263.35 70,536
March, 2020 282.40 112.60 2,96,029 278.15 112.40 60,823
TOTAL 15,88,667 3,68,745

VIII. The performance of the equity share price of the Company vis-à-vis the NIFTY at NSE is as under:
600.00 12,500.00
12,000.00
500.00
11,500.00
400.00
11,000.00
300.00 10,500.00
EXPLEOSOL
NIFTY
10,000.00
200.00
9,500.00
100.00
9,000.00
- 8,500.00
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
EXPLEOSOL 477.25 442.85 387.35 314.30 245.75 298.40 291.45 275.15 276.35 318.00 265.90 143.55
NIFTY 11,748.15 11,922.80 11,788.85 11,118.00 11,023.25 11,474.45 11,877.45 12,056.05 12,168.45 11,962.10 11,201.75 8,597.75
The performance of the equity share price of the Company vis-à-vis the SENSEX at BSE is as under:
600.00 45,000.00
40,000.00
500.00
35,000.00
400.00 30,000.00
25,000.00
300.00
EXPLEOSOL
20,000.00
Sensex
200.00 15,000.00
10,000.00
100.00
5,000.00
- -
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
EXPLEOSOL 478.50 438.10 389.00 315.10 248.65 297.65 293.85 277.95 277.55 318.95 266.75 145.90
Sensex 39,031.55 39,714.20 39,394.64 37,481.12 37,332.79 38,667.33 40,129.05 40,793.81 41,253.74 40,723.49 38,297.29 29,468.49

IX. Registrar and Share Transfer Agents:

The Registrar & Share Transfer Agent deals with all shareholders communications regarding change
of address, transfer of shares, change of mandate, demat of shares, non-receipt of dividend etc. The
address of the Registrar & Share Transfer Agent is as under:-
Name and Address of Registrar M/s. Cameo Corporate Services Limited

and Share Transfer Agent Subramanian Building,
No.1, Club House Road,
Chennai 600 002
Tel +91 044-2846 0390 / 044-4002 0700
E-mail ID [email protected]
Website http://www.cameoindia.com/
X. Share transfer system:

The shares of the Company are compulsorily traded in dematerialized form. There was no request for
physical transmission or transposition during the year.
XI. Distribution of shareholding as at March 31, 2020:
Category
(Amount based
on Rs.10/- No. of Shareholders % of Shareholders No. of shares held Amount (Rs.) % of Amount
nominal value
per share)
01-5000 12,045 92.80 9,23,054 92,30,540 9.00
5001- 10000 432 3.33 3,24,619 32,46,190 3.17
10001- 20000 236 1.82 3,52,348 35,23,480 3.44
20001- 30000 91 0.70 2,24,316 22,43,160 2.19
30001- 40000 40 0.31 1,39,759 13,97,590 1.36
40001- 50000 29 0.22 1,29,401 12,94,010 1.26
50001- 100000 56 0.43 3,99,990 39,99,900 3.90
100001 & Above 51 0.39 77,58,998 7,75,89,980 75.68
Total 12,980 100.00 1,02,52,485 10,25,24,850 100.00
Shareholding Pattern as on March 31, 2020:
SI.No Category Number of % of holding

Shares
1 Promoters 5,758,804 56.17
2 Clearing Members 11,735 0.11
3 Bodies Corporate 810,532 7.91
4 Non-Resident Indians 277,251 2.70
5 Public and Others 3,394,163 33.11
Total 1,02,52,485 100
XII. Dematerialization of securities and liquidity:

As on March 31, 2020, 1,02,52,481 shares of the Company were held in dematerialized form and
4 shares were held in physical form. The demat security (ISIN) code for the equity share is INE201K01015.
The promoter and promoter group hold their entire shareholding only in dematerialised form.

XIII. Outstanding GDRs/ADRs/warrants/any other convertible instruments:

The Company has not issued instruments of the captioned type.
XIV. Foreign Exchange Risk and Hedging Activities:
The Company does not have any policy for hedging the exchange fluctuations. The Company does not hedge
for any future payments / receipts in foreign currency. The Company maintains and operates Exchange
Earner’s Foreign Currency (EEFC) accounts through which foreign currency transactions / exposures
are being handled. Exchange differences on account of conversion of foreign currency transactions are
recognized as income / expense, as the case may be, in the financial statements.
XV. Locations:
The Company has three Delivery Centers at Chennai and Sales office cum Delivery Centre in Mumbai.
The Company has branch offices in Belgium, Malaysia and Philippines. The addresses of these offices
are available on the Company’s website.
XVI. Details of Unpaid Dividends:
The Company is required to transfer dividends which have remained unpaid / unclaimed for a period
of seven years to the Investor Education & Protection Fund (IEPF) established by the Government.
During the financial year 2019-20, an amount of Rs. 3,91,131/- which was lying in the Final Dividend
2011-12 account and an amount of Rs. 3,10,764/- which was lying in the Interim Dividend 2012-13
account of the Company was transferred to the IEPF on completion of 7 years.
The last date for claiming unpaid dividend amount before transfer to IEPF account are as under:
Last date for claiming unpaid

Financial Year Date of Declaration
dividend
Final Dividend 2012-13 25-Jul-13 30-Aug-20
Interim Dividend 2013-14 17-Oct-13 22-Nov-20
Interim Dividend 2014-15 30-Oct-14 5-Dec-21
Interim Dividend 2015-16 5-Nov-15 11-Dec-22
Final Dividend 2015-16 28-Jul-16 2-Sep-23
Interim Dividend 2016-17 20-Oct-16 25-Nov-23
Final Dividend 2016-17 27-Jul-17 01-Sep-24
Interim Dividend 2017-18 26-Oct-17 01-Dec-24
Final Dividend 2017-18 26-July -18 31-Aug-25
Individual reminders are sent to those Members whose dividends have remained unclaimed. The
information on unclaimed dividend is also posted on the website of the Company.
XVII. Address for Correspondence:
S. Sampath Kumar,
Company Secretary and Compliance Officer
6A, Sixth Floor, Prince Infocity-II,
283/3, 283/4, Rajiv Gandhi Salai (OMR),

Kandanchavadi, Chennai-600 096

Telephone: +91 44 4392 3200
Fax: +91 44 4392 3258
Website: https://expleosolutions.com e-mail: [email protected]
12. Other Disclosures:
I. Materially Significant Related Party Transactions:
There are no materially significant related party transactions made by the Company with the related
parties which may have a potential conflict with the interest of the Company at large.
All transactions entered into by the Company with related parties as defined under the Act and
the Listing Regulations, during the financial year 2019-20 were in the ordinary course of business
and on arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There
were no materially significant transactions with the related parties during the financial year which
were in conflict with the interest of the Company. Necessary disclosures as required under the Ind
AS have been made in the Financial Statements. The Board has approved a policy on materiality of
related party transactions and on dealing with related party transactions and the same is disclosed
on the website of the Company at the link https://expleogroup.com/policy-materiality-of-related-
party-transactions/.
II. There were no instances of material non-compliance and no strictures or penalties were imposed
on the Company either by Securities Exchange Board of India (SEBI), Stock Exchanges or any
statutory authorities on any matter related to capital markets during the last three years.
III. Whistle Blower Policy:
The Company has formulated and adopted a Whistle Blower policy. No employee has been denied
access to the Audit Committee. The details of establishment of Whistle Blower Policy is posted on
the Company’s website. The web link for the same is https://expleogroup.com/whistle-blower-policy/.
IV. Details of compliance with mandatory requirements and adoption of the non-mandatory
requirements of this clause:
The Company has complied with all mandatory requirements laid down in SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as applicable. Compliance with non-mandatory
requirements is disclosed at appropriate places.
V. Policy for determining Material Subsidiary:
The policy for determining Material Subsidiary of the Company is uploaded on the Company’s website.
The web link for the same is https://expleogroup.com/policy-determining-material-subsidiaries/.
VI. Policy on dealing with Related Party Transactions:
The policy on dealing with Related Party Transactions of the Company is uploaded on the Company’s
website.
The web link for the same is https://expleogroup.com/policy-materiality-of-related-party-transactions/
VII. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
a. number of complaints filed during the financial year - One
b. number of complaints disposed off during the financial year - One
c. number of complaints pending as at end of the financial year - Nil
VIII. Disclosures with respect to demat suspense account / unclaimed suspense account: Nil.

IX. Compliances under SEBI (LODR) Regulations:

The Company is regularly complying with the requirements as stipulated under SEBI (LODR)
Regulations. Information, certificates and returns as required under the provisions of SEBI (LODR)
Regulations are sent to the stock exchanges within the prescribed time.
The total fees for all the services paid / provided by the Company and its subsidiaries, on a consolidated
basis, to the statutory auditor and all entities in the network firm / network entity of which the
statutory auditor is a part is Rs. 28,77,500/-.
A certificate from a company secretary in practice that none of the directors on the board of the
company has been debarred or disqualified from being appointed or continuing as directors of
companies by the Board or Ministry of Corporate Affairs or any such statutory authority is annexed
herewith.
The Company has also complied with all the mandatory requirements of SEBI (LODR) Regulations.
Further, the Company has also adopted voluntary requirement of the SEBI (LODR) Regulations
relating to the “Separate posts of Chairperson and Chief Executive Officer”.
X. Extent to which the discretionary requirements as specified in Part E of Schedule II have been
adopted:
i. Reporting of Internal Auditor.
The internal auditor may report directly to the Audit Committee.
ii. No Modified opinion(s) in audit report
The auditors’ report on the Ind AS Standalone financial statements of the Company is unmodified.
XI. CEO and CFO Certification:
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Company have
certified the annual certification on financial reporting and internal controls to the Board in terms
of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations.
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) has certified the quarterly
financial results while placing the financial results before the Board in terms of Regulation 33(2) of
the Listing Regulations.
The annual certificate given by the Chief Executive Officer (CEO) and the Chief Financial Officer
(CFO) is given below followed by the certificate as per Regulation 17(8).
XII. Disclosure of Compliance with Corporate Governance Requirements specified in Regulation 17
to 27 and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations:
The Company has complied with the applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 including Regulation 17 to 27 and Regulation 46 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Company submits a quarterly compliance report on corporate governance signed by the
Compliance Officer to the Stock Exchange within 15 (fifteen) days from the close of every quarter.
Such quarterly compliance reports on corporate governance are also posted on the website of the
Company.
Compliance of the Conditions of Corporate Governance has also been certified by the Statutory
Auditors of the Company. After being satisfied of the above compliances, they have issued a
compliance certificate in this respect. The said certificate is attached to this report and the same
will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

COMPLIANCE CERTIFICATE
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of
1. This certificate is issued with regard to compliance of conditions of Corporate Governance by
Expleo Solutions Limited (formerly known as SQS India BFSI Limited) (“the Company”) for the year
ended March 31, 2020, as stipulated in Regulation 17 to 27, Clauses (b) to (i) of sub-regulation (2) of
regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing
Regulations”), pursuant to the Listing Agreement of the Company with the Stock Exchanges.
Management’s Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management,
including preparation and maintenance of all relevant supporting records and documents. This
responsibility includes the design, implementation and maintenance of internal control and
procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in
the Listing Regulations.
Auditor’s Responsibility
3. Our examination was limited to procedures and implementation thereof, adopted by the Company
for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by
the Company for the purposes of providing reasonable assurance on the compliance with Corporate
Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the
Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered
Accountants of India (“the ICAI”), the Standards on Auditing specified under Section 143(10) of the
Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance
Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information,
and Other Assurance and Related Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to the information and explanations
provided to us and the representations provided by the Management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in Regulation 17 to 27,
Clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraphs C, D and E of Schedule V of
the Listing Regulations, as applicable during the year ended March 31, 2020.
8. We further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the affairs
of the Company.

COMPLIANCE CERTIFICATE
Restriction on use
9. This certificate has been issued at the request of the Company solely for the purpose to enable the
Company to comply with the requirement of the SEBI Listing Regulations, and should not be used
by any other person or for any other purpose without our prior written consent. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this certificate is shown or into whose hands it may come without our prior consent in
writing.
For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166
FARHAD M. BHESANIA
PARTNER
Membership Number 127355
UDIN No. : 20127355AAAACF5886
Place: Mumbai
Date: May 28, 2020

PCS CERTIFICATE
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of Expleo Solutions Limited
We have examined the relevant registers, records, forms, returns and disclosures received from
the Directors of Expleo Solutions Limited (Formerly known as SQS India BFSI Limited) having
CIN: L64202TN1998PLC066604 and having registered office at 6A, Sixth Floor, Prince Infocity II, No. 283/3
& 283/4, Rajiv Gandhi Salai (OMR), Kandanchavadi, Chennai - 600096, Tamil Nadu (hereinafter referred
to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors
Identification Number (DIN) status at the portal http://www.mca.gov.in/) as considered necessary and
explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors
on the Board of the Company as stated below for the Financial Year ending on March 31, 2020 have been
debarred or disqualified from being appointed or continuing as Directors of company by the Securities
and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
S l . DIN Name of Director Date of appointment/re-appointment

No
1 06771242 Mr. Balaji Viswanathan 01/09/2018
2 02343860 Prof. Kumar Kothandaraman 17/09/2008 (Re-appointed on 01/04/2019)
3 01584674 Prof. Santhanagopalan Rajagopalan 17/09/2008 (Re-appointed on 01/04/2019)
4 02257381 Mr. Rajiv Kuchhal 21/09/2011 (Re-appointed on 01/04/2019)
5 02864506 Ms. Lilian Jessie Paul 30/10/2014 (Re-appointed on 30/10/2019)
6 05184138 Mr. Ralph Gillessen 09/08/2018
7 06763831 Mr. Ulrich Josef Paul Baumer 27/12/2013 (Re-appointed on 01/04/2019)
8 08345218 Mr. Olivier Aldrin 31/01/2019
Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility
of the management of the Company. Our responsibility is to express an opinion based on our verification
registers, records and disclosures. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
For M. Alagar & Associates

Practising Company Secretaries
M. Alagar
Practising Company Secretary
Place: Chennai FCS No. 7488/C P No. 8196
Date: May 20, 2020 UDIN: F007488B000260367

CEO & CFO CERTIFICATION
CEO & CFO Certification
We, Balaji Viswanathan, Managing Director & Chief Executive Officer and Desikan Narayanan, Chief
Financial Officer, responsible for the finance function certify that:
A. We have reviewed financial statements and the cash flow statement for the year ended
March 31, 2020 and that to the best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
2. These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year ended March 31, 2020 which are fraudulent, illegal or violative of the Company’s
Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of internal control systems of the Company pertaining
to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies
in the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee:
1. Significant changes in internal control over financial reporting during the year;
2. Significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
3. Instances of significant fraud of which they have become aware and the involvement therein,
if any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
Place : Chennai Balaji Viswanathan Desikan Narayanan

Date : May 19, 2020 Managing Director & CEO Chief Financial Officer

OTHER CERTIFICATION
Declaration Regarding Compliance by Board Members and Senior Management Personnel with the
Code of Conduct
This is to confirm that the Company has adopted the Code of Conduct for its employees including
the Directors and Senior Management Personnel. The Code of Conduct is posted on the Company’s
website.
I confirm that the Company has in respect of the financial year ended March 31, 2020, received
from the senior management team of the Company and the Members of the Board a declaration of
compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, the Senior Management Team means Members of the Management
one level below Executive Directors as on March 31, 2020.
Place: Chennai Balaji Viswanathan
Date : May 20, 2020 Managing Director and CEO

BUSINESS RESPONSIBILITY REPORT
BUSINESS RESPONSIBILITY REPORT AS ON March 31, 2020

Section A: General Information about the Company:
Sl. No. Particulars Details

1 Corporate Identity Number (CIN) of the Company L64202TN1998PLC066604
2 Name of the Company Expleo Solutions Limited
(Formerly known as SQS India BFSI
Limited)
3 Registered address 6A, Sixth Floor, Prince Infocity-II, 283/3, 283/4,
Chennai - 600 096
4 Website https://expleosolutions.com
5 E-mail ID [email protected]
6 Financial Year reported 2019-20
7 Sector(s) that the Company is engaged in Software Testing Service – NIC Code 62011
(industrial activity code-wise)
8 List three key products / services that the Software services involve primarily delivering
Company manufactures / provides (as in balance software validation and verification services
sheet) to the banking, financial services and
insurance industry worldwide.
9 Total number of locations where business The Company undertakes business activity
activity is undertaken by the Company in 6 locations.
(a) Number of International Locations (Provide a) There are 3 International locations. They
details of major 5) are Belgium, Malaysia and Philippines
(b) Number of National Locations b) There are 3 National locations. They are
Chennai – Prince Info-city II, Chennai –
MEPZ, Tambaram, and Mumbai
10 Markets served by the Company - Local / State / National and International
National / International
Section B: Financial details of the Company:
1 Paid-up Capital (INR) 102.52 Mn

2 Total Turnover (INR) 2,694.04 Mn.
3 Total profit after taxes (INR) 349.49 Mn
4 Total Spending on Corporate Social Responsibility INR 7.83 Mn. (2.24%)
(CSR) activities, as percentage of profit after
tax (%)
5 List of activities in which expenditure in 4 above Please refer CSR Report for the year-
has been incurred Annexure IV of Directors’ Report

Section C: Other details:
1 Does the Company have any Subsidiary Yes. The Company has Four wholly owned
Company / Companies? Subsidiaries as on March 31, 2020.
(a) Expleo Solutions Pte. Ltd, Singapore
(b) Expleo Solutions UK Ltd, UK
(c) Expleo Solutions INC, USA
(d) Expleo Solutions FZE, UAE
2 Do the Subsidiary Company / Companies Our subsidiaries share our vision and values
participate in the BR Initiatives of the parent and are responsible for businesses. They do
company? If yes, then indicate the number of pursue responsible business practices which
such subsidiary company(s) they believe in. The Company’s responsibility
practices and reporting are focused in India.
3 Do any other entity / entities (e.g. suppliers, No. The other entities with whom the Company
distributors, etc.) that the Company does does business do not participate in the BR
business with, participate in the BR initiatives initiatives of the Company.
of the Company? If yes, then indicate
the percentage of such entity/entities?
[Less than 30%, 30-60%, More than 60%]
Section D: BR Information
1. Details of Director / Directors responsible for BR:
(a) Details of Director / Director responsible for implementation of the BR policy / policies:

1 DIN Number 06771242
2 Name Balaji Viswanathan
3 Designation Managing Director & CEO
(b) Details of the BR head :

1 DIN Number (if applicable) NA
2 Name Srinath P
3 Designation Director – Enterprise Risk Management
4 Telephone Number 044 4392 3200
5 E-mail ID [email protected]
2. Principle wise (as per NVGs) BR Policy / policies: The nine principles are as under:
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
P3 Businesses should promote the well-being of all employees.
P4 Businesses should respect the interests of and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalized.

P5 Businesses should respect and promote human rights.

P6 Businesses should respect, protect and make efforts to restore the environment.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner.
P8 Businesses should support inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their customers and consumers in a
responsible manner.
(a) Details of compliance (Reply in Y / N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy / policies for? Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation Y Y Y Y Y Y Y Y Y
with the relevant stakeholders?*
3 Does the policy conform to any national / Y Y Y Y Y Y Y Y Y
international standards? If yes, specify? (50 words)**
4 Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by MD / owner / CEO /
appropriate Board Director?#
5 Does the Company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board / Director / Official to oversee the
implementation of the policy?##
6 Indicate the link for the policy to be viewed Please refer note below
online?$
7 Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?$$
8 Does the Company have in–house structure to Y Y Y Y Y Y Y Y Y
implement the policy / policies.
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy / policies to
address stakeholders’ grievances related to the
policy / policies?
10 Has the Company carried out independent audit Y Y Y Y Y Y Y Y Y
/ evaluation of the working of this policy by an
internal or external agency?@
* While there may not be formal consultation with all stakeholders, the relevant policies have
evolved over a period of time by taking inputs from concerned internal stakeholders.
** The policies are framed as per applicable law and as per ISO certification wherever applicable as
detailed under Principle 2, point 1.
# Wherever mandated by the applicable laws, rules and regulations, the policies have been
approved by the Board. In other cases, the policy is approved by respective department heads of
the Company.
## The implementation of the policy is being overseen by the Committee/Director/Official,
wherever mandated by the applicable laws, rules, and regulations in force. In other case, the
implementation is overseen by the Department heads of the Company.

$ The policies dealing with external stakeholders are available on the website at https://expleogroup.
com/expleo-solutions/corporate-governance/. The policies dealing with internal stakeholders
are available in a common folder and access of the same is available to all the employees of the
Company.
$$ Wherever applicable, the policy has been formally communicated to all relevant internal and
external stakeholders from time to time.
@ While your Company has not carried out independent audit of the policies, the policies are
periodically reviewed by the Auditors of respective functions like, ISO Auditors, Internal Auditors,
Secretarial Auditors etc..
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why:
(Tick up to 2 options):
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the – – – – – – – – –
Principles
2 The Company is not at a stage where – – – – – – – – –
it finds itself in a position to formulate
and implement the policies on specified
principles
3 The Company does not have financial or – – – – – – – – –
manpower resources available for the task
4 It is planned to be done within next 6 months – – – – – – – – –
5 It is planned to be done within the next 1 year – – – – – – – – –
6 Any other reason (please specify) – – – – – – – – –
3. Governance related to BR:

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to
assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than
1 year :
Annually
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing
this report? How frequently it is published?
The Company’s Business Responsibility Report is a part of the Annual Report. It will be hosted on
the website of the Company at https://expleogroup.com/expleo-solutions/financial/. The same
will be published on an Annual basis.
Section E: Principle-wise performance
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and
Accountability.
(1) Does the policy relating to ethics, bribery and corruption cover only the Company? Yes / No. Does it
extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?
Yes, the Company has a Business Conduct Guideline, Code of Conduct and Whistle Blower Policy,
which are extended to Subsidiaries and Branches. Further, all employees are required to keep the
above policies in mind while dealing with the Suppliers and Contractors.

(2) How many stakeholder complaints have been received in the past financial year and what percentage
was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or
so.
As on March 31, 2020, no complaint was pending against the Company by any stakeholder. The
Company has received nine (9) complaints from the shareholders of the Company during the year
and the same were resolved.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and / or opportunities.
Expleo Solutions Limited is engaged in providing technology services including Software Quality
Assurance to its clients. This ensures error free software implementations and reduced go-to-market
timelines. To ensure quality deliverables, Expleo has the following certifications:
 ISO 9001: 2015 – Expleo Solutions is certified for Standard on Quality Management System and
has been holding the certification since 2002
 ISO 27001: 2013 – Expleo Solutions is certified for Information Security Management system
standard and has been holding the certification since 2007
 PCI DSS – The cards division of Expleo Solutions is compliant with PCI DSS and has been holding
the certification since 2010
 SSAE 18 / ISAE 3402 – Expleo Solutions is compliant with SSAE 18/ ISAE 3402 and has been holding a
SOC 1 - Type II report since 2013.
Being a technology solutions company, the Company’s products and services do not involve social
or environmental risks. Expleo has a Delivery Management Organization which ensures that the
customer interests are protected. There is also an Enterprise Risk Officer who ensures risks are
maintained, monitored, and managed.
2. For each such product, provide the following details in respect of resource use (energy, water, raw
material, etc.) per unit of product (optional):
(a) Reduction during sourcing / production / distribution achieved since the previous year
throughout the value chain?
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous
year?
Since the Company operates in Information Technology Services (IT), no products are offered as
such.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in
about 50 words or so.
Expleo Solutions Limited is engaged in offering IT services and does not offer physical products.
The Company do not use materials in any production process. However, the Company does
follow sustainable sourcing practices through a Strong Business Case Model. Before sourcing
any IPR or IT asset, the Business Case has to be properly approved by Management. Also, a
strong evaluation practice has been followed towards sourcing of any IT or IT enabled services /
equipment.

4. Has the Company taken any steps to procure goods and services from local & small producers,
including communities surrounding their place of work?
(a) If yes, what steps have been taken to improve their capacity and capability of local and small
vendors?
The Company engages with multiple suppliers, both local and international. The Company
always give preference to local suppliers. Proximity to the Company’s location is one significant
consideration for selection of suppliers. Wherever it is feasible, preference is given to MSME
vendors.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage
of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof,
in about 50 words or so.
Our Policy for Asset Management and Procedure for Disposal of Information and Media takes care of
the disposal of computers, monitors, computer accessories, and other electronic office equipment.
The Company hires specialized agencies to carry out the e-waste disposal. The Company encourages
reduced use of printing papers, wherever feasible, and usage of HRD rolls across all locations. The
Company focuses on optimal use of equipment.
Principle 3: Businesses should promote the well-being of all employees.

1 Please indicate the Total number of employees. Permanent Employees – 1062
2 Please indicate the Total number of employees Temporary Employees – 269
hired on temporary / contractual / casual basis. (On consolidated basis)
3 Please indicate the Number of permanent 387
women employees.
4 Please indicate the Number of permanent 2
employees with disabilities
5 Do you have an employee association that is No
recognized by management?
6 What percentage of your permanent employees NA
is members of this recognized employee
association?
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour,
sexual harassment in the last financial year and pending, as on the end of the financial year.
No. Category No. of complaints filed during No. of complaints pending as

the financial year on end of the financial year
1. Child labour / forced labour / Nil Nil
involuntary labour
2. Sexual harassment 1 Nil
3. Discriminatory employment Nil Nil

8. What percentage of your under mentioned employees were given safety & skill up-gradation training
in the last year?
Safety Training:
(a) Permanent Employees 100%

(b) Permanent Women Employees 100%
(c) Casual / Temporary / Contractual Employees available 100%
(d) Employees with Disabilities 100%
Skill Upgradation Training;

The details of skill upgradation trainings are as follows:
(a) Industry experts/stalwarts from specialized practice areas are invited for guest talks.
a. Monthly “Expert Connect” session was conducted, where industry experts train our employees.
(b) Tie-up with a global eLearning provider to upskill high potential managers on business, technology,
and creative skills.
a. We have a tie up with Udemy and Vskills for Tech upskilling initiatives where all our employees
will undergo Training and Certification.
(c) Internal job transfers enable the Company to systematically identify, assess and develop talent
towards readiness for specific future needs.
a. Internal Job Opportunity Portal (IJOY) for Internal Job Transfer
b. International Knowledge Measurement (IKM) Assessment tool to identify the employee skill and
develop talent
(d) Select senior managers are nominated for India’s top-rated post graduate analytics program.
a. The Company has not nominated Senior Managers for post-graduate analytics program in the
current year.
b. However, Bullet Proof Manager (BPM) Program for Project Managers was conducted by
Crestcom.
(e) Internal publications share insights gained from existing processes by applying analytics to deliver
actionable insights.
a. Internal Podcast on Yammer
b. Balance Score Card (BSC):
It defines organisational objectives and goals. There are four categories under BSC, like
organisation, customer, financials and internal process. The metrics under these categories are
measured and tracked on a monthly basis.
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized.
1. Has the Company mapped its internal and external stakeholders?
Yes

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized
stakeholders.
Yes. The Company services enterprise clients and operate on a B2B model. The Company does not
directly deal with the society. The beneficiaries of our CSR initiatives are not direct beneficiaries
rather NGOs, who act as implementing agencies.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable
and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.
Refer the Corporate Social Responsibility Section under Directors’ Report on page 13 of this Annual
Report detailing work done and impact created for the disadvantaged / vulnerable and marginalized
people of the Society.
Principle 5: Businesses should respect and promote human rights.
1. Does the policy of the Company on human rights cover only the Company or extend to the Group /
Joint Ventures / Suppliers / Contractors / NGOs / Others?
The Policy of the Company covers only the Company.
2. How many stakeholder complaints have been received in the past financial year and what percent
was satisfactorily resolved by the management?
No such complaints received during the year.
Principle 6: Business should respect, protect and make efforts to restore the environment.
1. Does the policy related to Principle 6 cover only the Company or extends to the Group / Joint Ventures
/ Suppliers / Contractors / NGOs / Others.
The Company’s Guideline for Business Conduct applies to its employees, officers, probationers,
trainees, interns, direct/ full time consultants, contractors, and those who have direct impact on the
Company’s reputation through their conduct.
2. Does the Company have strategies / initiatives. to address global environmental issues such as
climate change, global warming, etc? Y / N. If yes, please give hyperlink for webpage etc.
All IT assets are sourced through green certified partners. The Company also obtained green
certification from green certified partners for safe disposal of IT assets. All IT equipment purchased
by Expleo is enabled with Ultra-Small Form Factor (USFF) which results in low power consumption.
Energy efficient UPS systems with advance power saving technology are in place, giving 96% to 99%
power efficiency at all times.
3. Does the Company identify and assess potential environmental risks? Y / N
The nature of the Company’s business does not entail assets or processes with significant
environmental footprints, and hence, the Company does not have a specific process to identify
environmental risks. The Company’s nature of work requires us to operate on workstations and hence,
office environment and safety is paramount to us. The Company has instituted a Policy on Health
and Safety to govern the same. However, there are ongoing initiatives on energy, water, and waste
management. Active measures taken by the Company towards energy conservation and carbon
footprint reduction include using technology to monitor and control the power consumption of air
conditioning and other related equipment, use of energy efficient light bulbs, using technology for
switching off computer monitors, and motion sensors for lighting controls, etc.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
Given the nature of the Company’s business, this is not relevant.

5. Has the Company undertaken any other initiatives on-clean technology, energy efficiency, renewable
energy, etc. Y / N. If yes, please give hyperlink for web page etc.
Please refer to the Conservation of Energy Section under Directors’ Report on page 11 of this Annual
Report.
6. Are the Emissions / Waste generated by the Company within the permissible limits given by CPCB /
SPCB for the financial year being reported?
Yes, the waste generated by the Company is within the limits prescribed by the State Pollution
Control Board.
7. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved
to satisfaction) as on end of Financial Year.
No show cause / legal notices have been received from CPCB / SPCB during the year.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner.
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major
ones that your business deals with:
Yes. Expleo Solutions Limited is a member of the NASSCOM association.
2. Have you advocated / lobbied through above associations for the advancement or improvement
of public good? Yes /No; if yes, specify the broad areas (drop box: Governance and Administration,
Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security,
Sustainable Business Principles, Others).
No
Principle 8: Businesses should support inclusive growth and equitable development.
1. Does the Company have specified programmes / initiatives / projects in pursuit of the policy related
to Principle 8? If yes, details thereof.
All the initiatives under the CSR policy are taken up with an intent to create an impact on the people
for whose benefit it has been undertaken. The projects are generally carried out for a minimum
3-year period. The Company’s continued support over a period of time helps in many ways. It instils
confidence in the mind of the recipient and makes them eager to utilise the services. Considering
education is the Company’s core area, it helps the children acquire more knowledge. The projects
are visited every quarter by CSR standing committee members and the feedback implemented to
ensure the success of the project.
2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO
/ government structures / any other organization?
CSR initiatives are implemented either directly by the Company or through implementing agency
/ NGO. These provide guidance to the Company and help identify CSR projects with an established
track record of at least 3 years in carrying out the specific activity.
3. Have you done any impact assessment of your initiative?
Yes. The Company has done an impact assessment during the year 2018-19. And another assessment
is proposed in the year 2020-21.

4. What is your company’s direct contribution to community development projects- Amount in INR
and the details of the projects undertaken?
The total amount spent on community development projects during Financial Year 2019-20 through
CSR was INR 78,31,470. The details of the project undertaken are given in Annexure IV of the Directors’
Report on page 33 of this Annual Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted
by the community? Please explain in 50 words, or so.
Yes. Initiatives conducted under CSR are tracked to determine the outcomes achieved and the
benefits to the community. Internal tracking mechanisms, periodic reports and follow-up field
visits, telephonic and email communications are regularly carried out. The Company has engaged
employees to drive and monitor the CSR activities.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a
responsible manner.
1. What percentage of customer complaints / consumer cases are pending as on the end of financial
year.
No such complaints have been received during the year.
2. Does the Company display product information on the product label, over and above what is
mandated as per local laws? Yes / No / N.A. / Remarks (additional information)
The Company is in IT Sector and hence, this is not applicable.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices,
irresponsible advertising and / or anti-competitive behaviour during the last five years and pending
as on end of financial year. If so, provide details thereof, in about 50 words or so.
No such cases were filed during the year.
4. Did your company carry out any consumer survey / consumer satisfaction trends?
Yes. Annual customer surveys are conducted, and the rating is at Excellent.



STANDALONE INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT

To the Members of Expleo Solutions Limited (formerly known as SQS India BFSI Limited)
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying Standalone Ind AS financial statements of Expleo Solutions
Limited (formerly known as SQS India BFSI Limited) (“the Company”), which comprise the Balance
Sheet as at March 31, 2020, the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Standalone Ind AS financial statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2020, its profit, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions of the Act, and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone Ind AS financial statements of the current period. These matters were addressed
in the context of our audit of the standalone financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in
our report.
Key Audit Matter Description Our Response

1. 1. Revenue Recognition – Accuracy of recognition of revenue for fixed-price contracts on
percentage of completion method involving critical estimates.
The Company derives revenue from software Our procedures included:
services which involve primarily delivering Assessment of the appropriateness of the Company’s
software validation and verification services revenue recognition policy for fixed-price contracts
to the banking, financial services and insurance to ensure that it meets the recognition and
industry worldwide. Arrangements with measurement principles enumerated in Ind AS 115
customers include fixed-price contracts, including disclosures in the financial statements.
revenue whereof is recognised on proportionate
Obtained an understanding of the process and
completion method on the basis of the work
related controls for appropriate recognition of
completed.


The use of proportionate completion method revenue. Evaluating the design and
requires the Company to estimate the efforts implementation and testing the operating
or costs expended to date as a proportion to effectiveness of such controls over the revenue
total efforts or costs to be expended. recognition and measurement criteria.
These estimates of efforts or costs to be Tested fixed price contracts to assess whether the
expended has a high inherent uncertainty revenues recognised to date were appropriate; this
which is based on the judgements made by work included reviewing stage of completion by
the Management in ascertaining the costs and reference to post year end data and understanding
the efforts required to complete the remaining budget versus actual variances where applicable
contractual performance obligations. In view of and the impact on revenue to be recognised by
the same, there is a risk of revenue for the year reference to the stage of completion.
being misstated due to incorrect recognition We performed cut-off testing for a sample of
of accrued or deferred revenue as a result of revenue transactions around the period end
using overstated / understated estimates of the date, to check that they were recognised in the
costs and efforts to complete the remaining appropriate period.
contractual performance obligations.
Evaluated the judgements made through
(Refer Note 2(b)(i) and Note 2(c) to the discussions with project staff.
Standalone Ind AS financial statements)
Assessing the adequacy of the Company’s
disclosures about the degree of estimation
involved in revenue recognition.
2. Direct Tax Provisions – Uncertain Tax Positions
The Company has extensive international Our procedures included:
operations and in the normal course of An understanding of:
the business, the Management makes
• the Company’s tax strategy and transfer
significant judgements and estimates in
pricing policy;
relation to transfer pricing tax issues and in
• the methodology for the calculation of the tax
assessing tax exposures in each jurisdiction,
charge particularly in relation to any changes
many of which require interpretation of local
implemented during the current financial
laws, including amount expected to be paid/
year; and
recovered for uncertain tax positions.
• management’s controls over tax reporting.
Where the amount of tax payable is uncertain,
the group establishes provisions based on We assessed the appropriateness of the tax
management’s judgement of the probable provisions created by the Company and their
amount of liability. This is a key judgement use of estimates and judgements by involving
on account of the Company operating in our inhouse tax specialist team, having
a number of varying tax jurisdictions, the discussions with the Company’s management,
complexity of transfer pricing and other assessed recent pronouncements affecting the
international tax legislations. methodology for calculation of tax charge and
copies of external tax advice reports related to
Given this judgement, there is a risk that tax
tax treatments applied and the corresponding
provisions are misstated.
provisions recorded.
We have also evaluated whether the liabilities and
potential exposures were appropriately disclosed
in the Standalone Ind AS Financial Statements.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, namely the Chairman’s Overview, the

Performance Highlights – Decade at a glance (on a consolidated basis), the Director’s Report including
annexures to the Director’s Report, the Business Responsibility Report, the Management Discussion
and Analysis and the Corporate Governance Report, etc., but does not include the Standalone Ind AS
financial statements and our auditor’s report thereon.
Our opinion of the Standalone Ind AS financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to
read the other information identified above and in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Management and Those Charged with Governance for the Standalone Ind AS
Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these Standalone Ind AS financial statements that give a true and fair
view of the financial position, financial performance (including other comprehensive income), changes
in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of
the Act. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the Ind AS financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the Ind AS financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
(d) Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the Ind AS financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of the users of the financial statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-Section (11) of section 143 of the Act, we give in the “Annexure A”, a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued
thereunder.
(e) On the basis of the written representations received from the directors of the Company as on March
31, 2020 and taken on record by the Board of Directors, none of the directors of the Company is
disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of Section 197(16) of the Act, as amended:
remuneration paid/ provided by the Company to its directors during the year is in accordance with
the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
Standalone Ind AS financial statements – Refer Note 36 (a) to the Standalone Ind AS financial
statements;
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

Firm Regn. No. 104607W/W100166
FARHAD M. BHESANIA
Partner
UDIN: 20127355AAAACD9940
Place : Mumbai
Date : May 28, 2020

ANNEXURES TO STANDALONE INDEPENDENT AUDITOR’S REPORT
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our
Independent Auditors’ Report to the members of the Company on the Standalone Ind AS Financial
Statements for the year ended March 31, 2020.
Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:
i. (a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
(b) As explained to us, the Company has a programme for physical verification of fixed assets at
periodic intervals. In our opinion, the period of verification is reasonable having regard to the
size of the company and nature of its assets. No material discrepancies were noticed on such
verification.
(c) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the title deeds of immovable properties are held in the name of
the Company.
ii. The Company is in the business of rendering software testing service and does not have any inventory
and hence the provisions of paragraph 3 (ii) of the Order are not applicable.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited
Liability Partnerships or other parties covered in the register maintained under section 189 of the
Act. Therefore, the provisions of sub-clauses (a), (b) and (c) of paragraph 3(iii) of the Order are not
applicable.
iv. In our opinion and according to the information and explanations given to us, provisions of Section
186 of the Act in respect of investments made have been complied with by the Company. In our
opinion and according to the information and explanations given to us, the Company has not
advanced any loans to the persons covered under Section 185 and Section 186 of the Act or given
guarantees or granted securities under Section 186 of the Act.
v. In our opinion and according to the information and explanations given to us, the Company has
not accepted any deposits from the public and hence the directives issued by the Reserve Bank of
India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules
framed thereunder are not applicable.
vi. According to the information and explanations given to us, the maintenance of cost records under
sub section (1) of Section 148 of the Act is not applicable to the Company under the Companies (Cost
Records and Audit) Rules, 2014.
vii. (a) According to the information and explanations given to us and the records examined by us,
the Company is generally regular in depositing undisputed statutory dues including Provident
Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of
Excise, Value Added Tax, Cess, Goods and Service Tax (GST) and any other statutory dues with
the appropriate authorities, wherever applicable. We have been informed that there are no
undisputed dues which have remained outstanding as at March 31, 2020, for a period of more
than six months from the date they became payable.
(b) According to the information and explanation given to us there are no dues outstanding of
Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax and Goods
and Service Tax on account of any dispute other than the following:

Sr. Name of the Amount Financial Year Forum where Dispute is

No. statute (Rs. in million) (F.Y.) to which the Pending
amount relates
1. Income Tax Act, 19.33 2008-09 Income Tax Appellate Tribunal
1961
2. Income Tax Act, 68.00 2009-10 Commissioner of Income Tax
1961 (Appeals)
1961
1961
5. Income Tax Act, 5.70 2013-14 Deputy Commissioner Income
1961 Tax
1961 (Appeals)
1961 (Appeals)

1961 (Appeals)
1961
10. Service Tax Act 633.58 2011-12 to 2015-16 The Customs Excise and Service
Tax Appellate Tribunal (CESTAT)
11. Service Tax Act 118.50 April 2016 to June 2017 The Customs Excise and Service
Tax Appellate Tribunal (CESTAT)
viii. According to the information and explanations given to us and based on the documents and records
produced to us, the Company does not have loans or borrowings from financial institutions, banks,
government or debenture holders.
ix. According to the information and explanations given to us, the Company has neither raised money
by way of initial public offer or further public offer (including debt instruments) nor taken any term
loans during the year.
x. During the course of our examination of the books of account and records of the Company,
and according to the information and explanation given to us and representations made by the
Management, no material fraud by or on the Company by its officers or employees, has been noticed
or reported during the year.
xi. According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has paid/provided managerial remuneration in accordance
with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a
Nidhi Company, hence the provisions of paragraph 3(xii) of the Order are not applicable.
xiii. According to the information and explanations given to us and based on our examination of the
records of the Company, transactions with related parties are in compliance with Sections 177 and 188

of the Act, where applicable, and details of such transactions have been disclosed in the Standalone
Ind AS Financial Statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the
records, the Company has not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the
records, the Company has not entered into non-cash transactions with the directors or persons
connected with them. Hence the provisions of Section 192 of the Act are not applicable.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act,
1934, hence the provisions of paragraph 3(xvi) of the Order are not applicable.

FARHAD M. BHESANIA
Partner

Place : Mumbai
Date : May 28, 2020

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in Paragraph 2(f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent
Auditor’s Report to the members of the Company on the Standalone Ind AS financial statements for
the year ended March 31, 2020.
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-
section 3 of Section 143 of the Act
We have audited the internal financial controls with reference to financial statements of Expleo
Solutions Limited (formerly known as SQS India BFSI Limited) (“the Company”) as of March 31, 2020, in
conjunction with our audit of the Ind AS financial statements of the Company for the year ended on
that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants
of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference
to financial statements based on our audit. We conducted our audit in accordance with the Guidance
Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)
of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit
of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with reference to financial statements
was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system with reference to financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of internal financial controls with reference to financial statements, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the Standalone Ind AS financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system with reference to financial
statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A Company’s internal financial controls with reference to financial statements is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
Standalone Ind AS financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control with reference to financial statements
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of
Standalone Ind AS financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the Standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of
the internal financial controls with reference to financial statements to future periods are subject to the
risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system
with reference to financial statements and such internal financial controls with reference to financial
statements were operating effectively as at March 31, 2020, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control
stated in the “Guidance Note on Audit of Internal Financial Controls Over Financial Reporting” issued by
the Institute of Chartered Accountants of India.

FARHAD M. BHESANIA
Partner
Place : Mumbai
Date : May 28, 2020

STANDALONE BALANCE SHEET / FINANCIAL YEAR 2019-2020
Standalone Balance Sheet as at March 31, 2020

Rs. In Millions
As at As at
Particulars Note No.
March 31, 2020 March 31, 2019
ASSETS
Non-Current Assets
Property, Plant and Equipment 3 259.43 186.35
Intangible Assets 3 0.34 1.97
Financial Assets
(i) Investments in Subsidiaries 4 40.15 40.15
(ii) Loans 5 17.03 8.79
Deferred Tax Assets 6 13.82 25.38
Income Tax Assets (Net) 7 1.34 9.32
Other Non-Current Assets 8 75.11 66.16
Total Non-Current Assets 407.22 338.12
Current Assets
Financial Assets
(i) Trade Receivables 9 644.84 300.24
(ii) Cash and Cash Equivalents 10 617.38 831.65
(iii) Bank Balances other than (ii) above 11 82.55 8.06
(iv) Loans 12 4.82 26.34
(v) Other Current Financial Assets 13 58.88 57.51
Other Current Assets 14 22.76 25.14
Total Current Assets 1,431.23 1,248.94
TOTAL ASSETS 1,838.45 1,587.06
EQUITY AND LIABILITIES

EQUITY
Equity Share Capital 15 102.52 107.13
Other Equity 16 1,050.00 961.69
Total Equity 1,152.52 1,068.82
LIABILITIES
Non-Current Liabilities
Other Non Current Financial Liabilities 17 65.38 -
Provisions 18 10.96 7.64
Total Non-Current Liabilities 76.34 7.64
Current Liabilities
Financial Liabilities
(i) Trade Payables
(A) Total outstanding dues of micro enterprises and small enterprises; and 37 3.96 0.10
(B) Total outstanding dues of creditors other than micro enterprises and
small enterprises 291.72 183.92
(ii) Other Current Financial Liabilities 19 214.91 232.63
Other Current Liabilities 20 45.22 41.74
Current Tax Liabilities (Net) 22 50.29 49.66
Total Current Liabilities 609.59 510.60
TOTAL EQUITY AND LIABILITIES 1,838.45 1,587.06
Significant Accounting Policies 2

The accompanying notes form an integral part of the Standalone Financial Statements.
As per our Report of even date. Signatures to the Standalone Balance Sheet and Notes to Standalone
Financial Statements
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board
FARHAD M. BHESANIA Prof. K. KUMAR BALAJI VISWANATHAN DESIKAN NARAYANAN S. SAMPATH KUMAR
Partner Deputy Chairman & Managing Director & CEO Chief Financial Officer Company Secretary &
Director Compliance Officer
Membership Number 127355 DIN : 02343860 DIN : 06771242 ICSI Membership No. F3838
Place : Mumbai Place : Bengaluru Place : Bengaluru Place : Chennai Place : Chennai
Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020

STANDALONE STATEMENT OF PROFIT AND LOSS / FINANCIAL YEAR 2019-2020
Standalone Statement of Profit and Loss for the year ended March 31, 2020
Rs. In Millions
For the year ended For the year ended
March 31, 2020 March 31, 2019
INCOME
Revenue from Operations 23 2,694.04 2,827.73

Other Income 24 67.66 55.53
Total Income 2,761.70 2,883.26
EXPENSES
Employee Benefits Expense 25 1,347.15 1,249.77
Finance Cost 26 11.08 0.67
Depreciation and Amortisation Expense 3 58.00 54.76
Other Expenses 27 858.13 1,097.79
Total Expenses 2,274.36 2,402.99
Profit Before Tax 487.34 480.27

Tax Expense
Current Tax 6 (b) 124.72 173.50
Deferred Tax 6 (a) 13.13 (7.61)
Profit for the Year 349.49 314.38
Other Comprehensive Income

Items that will not be reclassified to profit or loss
Remeasurement of the defined benefit plan (6.24) (2.38)
Income tax relating to items that will not be reclassified to profit or loss 6 (c) 1.57 0.83
Items that will be reclassified to profit or loss - -
Income tax relating to items that will be reclassified to profit or loss - -
Total Comprehensive Income for the Year 344.82 312.83
Earnings per Equity Share (Face value Rs. 10/- per share)
Basic (Rs.) 28 33.73 29.35
Diluted (Rs.) 28 33.73 29.35

As per our Report of even date Signatures to the Standalone Statement of Profit & Loss and Notes to
Standalone Financial Statements

STANDALONE STATEMENT OF CHANGES IN EQUITY / FINANCIAL YEAR 2019-2020
Standalone Statement Of Changes In Equity for the year ended March 31, 2020
(a) Equity Share Capital
Rs. In Millions
Balance as at April 1, 2018 Changes in equity share capital during Balance as at March 31, 2019
the year
107.10 0.03 107.13
Rs. In Millions
Balance as at April 1, 2019 Changes in equity share capital during Balance as at March 31, 2020
the year
107.13 (4.61) 102.52
(b) Other Equity

Rs. In Millions
Particulars Employee Reserves and Surplus
Stock Securities General Retained Capital
Total
Compensation Premium Reserve Earnings Redemption
Reserve Reserve
Balance as at April 1, 2018 1.31 193.22 181 .09 531.24 - 906.86
Profit for the year - - - 314.38 - 314.38
Remeasurement of post employment benefit - - - (1.55) - (1.55)

obligation, net of tax (OCI)
Total Comprehensive Income for the Year - - - 312.83 - 312.83
Dividend (Including Dividend Distribution Tax) - - - (258.31) - (258.31)

Transfer to General Reserve - - 31.00 (31.00) - -
Securities premium received on issue of - 0.31 - - - 0.31
shares on exercise of employee stock options
during the year
Balance as at March 31, 2019 1 .31 193 .53 212.09 554.76 - 961.69
Profit for the year - - - 349.49 - 349.49

Remeasurement of post employment benefit
- - - (4.67) - (4.67)
obligation, net of tax (OCI)
Total Comprehensive Income for the Year - - - 344.82 - 344.82
Transfer to General Reserve - 34.00 (34.00) - -
Expenses for buy back of equity shares - - - (7.62) - (7.62)
Transfer to Capital redemption reserve - - - (4.61) 4.61 -
Reduction of Share capital on buy back - (193.53) - (55.36) - (248.89)
Balance as at March 31, 2020 1.31 - 246.09 797.99 4.61 1,050.00
As per our Report of even date Signatures to the Standalone Statement of changes in Equity and Notes to
Standalone Financial Statements

STANDALONE STATEMENT OF CASH FLOWS / FINANCIAL YEAR 2019-2020
Standalone Statement of Cash Flows for the year ended March 31, 2020
Rs. In Millions
For the Year Ended For the Year Ended
Particulars
March 31, 2020 March 31, 2019
A. Cash flow from operating activities
Profit before tax 487.34 480.27
Adjustment for:
Depreciation and Amortization Expense 58.00 54.76
(Profit)/ Loss on sale of Property, Plant and Equipment (0.23) 0.78
Provision no longer required - (4.63)
Unrealized forex exchange loss/(gain) (Net) (34.69) 27.49
Interest income (14.10) (14.35)
Finance cost 10.60 -
(Reversal of)/Allowance for credit loss (0.32) (1.00)
Unwinding of discount on security deposits (0.85) (1.11)
Operating profit before working capital changes 505.75 542.21
Adjustment for:
(Increase)/ Decrease in Trade Receivables (328.57) 247.44
(Increase)/ Decrease in Loans 9.85 (13.77)
(Increase)/ Decrease in Other Current Financial Assets (0.72) (20.86)
(Increase)/ Decrease in Other Current Assets 1.76 9.81
(Increase)/ Decrease in Other Non-Current Assets (3.23) (34.56)
Increase/ (Decrease) in Trade Payables 111.38 66.74
Increase/ (Decrease) in Other Current Financial Liabilities (40.87) (5.52)
Increase/ (Decrease) in Other Current Liabilities 3.47 (16.33)
Increase/ (Decrease) in Provisions 4.26 (3.11)
Cash generated from operations 263.08 772.05
Direct taxes paid (net of refunds) (121.84) (229.64)
Net cash flow from operating activities (A) 141.24 542.41
B. Cash flow from investing activities

Investment in bank deposits having maturity greater than 3 months (76.90) (212.51)
Proceeds from maturity of Fixed Deposits 2.41 459.63
Payments for purchase of Property, Plant and Equipment and Intangible Assets (23.27) (23.47)
Proceeds from sale of Property, Plant and Equipment 0.23 3.09
Interest received on deposit with banks 13.44 18.23
Net cash flow (used in)/from investing activities (B) (84.09) 244.97
C. Cash Flow from financing activities

Lease liability paid (27.76) -
Proceeds from Issue of Shares - 0.34
Buy back of equity shares (253.49) -
Expenses for Buy back of equity shares (7.62) -
Dividends paid - (214.27)
Tax on dividend paid - (44.04)
Net cash Flow (used in) financing activities (C) (288.87) (257.97)
Net (Decrease) / Increase in cash & cash equivalents (A+B+C) (231.72) 529.41
Effect of changes in exchange rate on cash and cash equivalents 17.45 (5.56)
Cash & cash equivalents at the beginning of the year 831.65 307.80
Cash and cash equivalents at the end of the year (Refer Note 10) 617.38 831.65
Notes: The above Statement of Cash Flows includes Rs. 7.83 Million spent (Previous Year: Rs. 7.97 Million) towards
Corporate Social Responsibility (CSR) Activities (Refer Note 40).
The above Standalone Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in the Ind AS
7 “Statement of Cash Flows”.
As per our Report of even date.

NOTES TO STANDALONE FINANCIAL STATEMENTS / FINANCIAL YEAR 2019-2020
Notes to the Standalone Financial Statements for the year ended March 31, 2020
Note: 1 Statement of Changes in Equity have been
prepared and presented in the format prescribed
Company Overview:
in the Division II of Schedule III to the Companies
Expleo Solutions Limited (formerly known as Act, 2013. The Standalone Statement of Cash
SQS India BFSI Limited) (“Expleo Solutions” or Flows has been prepared and presented as
“the Company”), incorporated on June 8, 1998 per the requirements of Ind AS 7 ‘Statement of
as a private limited company was converted Cash Flows’. The disclosure requirements with
into a public limited company with effect from respect to items of the Standalone Balance
August 19, 2008. The Company made its Initial Sheet and the Standalone Statement of Profit
Public Offering (IPO) of its Equity Shares on and Loss are presented by way of notes forming
September 24, 2009 (issue open date) and part of the Standalone Financial Statements.
shares under IPO were allotted on October 14,
The Company has considered a period of twelve
2009. The Company’s shares were listed on the
months as the operating cycle for classification
National Stock Exchange and Bombay Stock
of assets and liabilities as current and non-
Exchange with effect from October 26, 2009.
current.
The Company is a subsidiary of Expleo
(ii) Estimation of uncertainties relating to the
Technology Germany GmbH (formerly known
global health pandemic from COVID-19:
as Expleo Technology Germany AG, Germany).
In assessing the recoverability and carrying
The Company is an India based software values of its assets comprising Property, Plant
service provider primarily delivering software and Equipment, Intangible assets, Receivables
validation and verification services to the and other financial assets, the Company has
banking, financial services and insurance considered internal and external information
industry worldwide. The Company has upto the date of approval of these financial
invested in four wholly owned subsidiaries results. However, the impact assessment of
in Singapore, USA, UK and UAE for market COVID-19 is a continuing process given the
development and service delivery in the uncertainties associated with its nature and
respective regions.” duration. The impact of the global health
The Financial Statements of the Company for pandemic may be different from that estimated
year ended March 31, 2020 were authorized for as at the date of approval of these financial
issue in accordance with a resolution of the results and the Company will continue to
Board of Directors on May 28, 2020. closely monitor any material changes to future
economic conditions.
Note: 2
Significant Accounting Policies: iii) Basis of Measurement:
a) Basis of preparation of financial statements: These Standalone Ind AS Financial Statements
have been prepared based on accrual and
The Financial Statements of the Company have
going concern principles following the
been prepared in accordance with the Indian historical cost convention except for the
Accounting Standards (“Ind AS”) as notified following financial assets and liabilities which
by the Ministry of Corporate Affairs pursuant have been measured at fair value:
to Section 133 of the Companies Act, 2013
a. Certain financial assets and liabilities
(“the Act”), the Companies Indian Accounting
measured at fair value
Standards Rules, 2015, as amended, and other
applicable provisions of the Act. b. Defined benefit plans - plan assets and
share based payments measured at fair
(i) Basis of presentation of financial
value.
statements:
The Standalone Balance Sheet, Standalone Accounting policies have been consistently
Statement of Profit and Loss and the Standalone applied except where a newly-issued

accounting standard is initially adopted or uncompleted contracts are recorded in the
a revision to an existing standard requires a period in which such losses become probable
change in the accounting policy hitherto in based on the expected contract estimates at
use. the reporting date.
The Standalone Financial Statements include ii) Determination of the estimated useful
figures pertaining to Head office and Branches/ lives and residual values of tangible assets:
Places of Business located at Madras Export Useful lives of tangible assets are based on
Processing Zone - Chennai, Belgium, Phillipines the life prescribed in the Schedule II of the
and Malaysia. The Australia branch has no Companies Act, 2013. In cases, where the useful
transactions during the year and was closed lives are different from that prescribed in
during the current year and the Company Schedule II, they are based on management’s
has opened a branch in Phillipines during the technical evaluation taking into account the
current year. nature of the asset, the estimated usage of the
asset, the operating conditions of the asset
b) Critical Accounting Estimates: and past history of replacements. Assumptions
While preparing these Ind AS compliant are also made, when the Company assesses,
Standalone Financial Statements, the whether an asset may be capitalised and
management has made certain estimates which components of the cost of the asset may
and assumptions that require subjective & be capitalised.
complex judgments. These judgments affect
The estimation of residual value of the asset is
the application of accounting policies and the
based on the management’s judgement about
reported amounts of assets and liabilities and the
the condition of such asset at the point of sale
disclosures of contingent liabilities at the balance
of asset.
sheet date and the reported amount of income
and expenses for the reporting period. Future iii) Recognition and measurement of defined
events rarely develop exactly as forecasted and benefit obligation:
the best estimates require adjustments as actual The obligation arising from defined benefit
results may differ from these estimates under plan is determined on the basis of actuarial
different assumptions or conditions. assumptions. Key actuarial assumptions
Estimates and underlying assumptions are include discount rate, trends in salary
reviewed on an on-going basis. Revisions escalation, attrition rate and life expectancy.
to accounting estimates are recognized The discount rate is determined by reference
to market yields at the end of the reporting
prospectively.
period on government bonds. The period to
Judgments, estimates and assumptions are maturity of the underlying bonds correspond to
required for: the probable maturity of the post-employment
i) Revenue Recognition: benefit obligations. Due to complexities
involved in the valuation, defined benefit
Revenue from Contracts with Customers:
obligation is sensitive to changes in these
The Company uses percentage of completion assumptions. All assumptions are reviewed at
method for its fixed-bid contracts. The use of each reporting period.
percentage of completion method requires
the Company to estimate the efforts or costs iv) Recognition of deferred tax assets:
expended to date as a proportion to total Deferred Tax Assets and Liabilities are
efforts or costs to be expended. Efforts or recognised for the future tax consequences of
costs expended have been used to measure temporary differences between the carrying
progress towards completion as there is a direct value of assets and liabilities and their
relationship between input and productivity. respective tax bases and unutilised business
Provision for estimated losses, if any, on loss and depreciation carry forwards and tax

credits. Deferred tax assets are recognised to x) Discounting of long term financial assets/
the extent that it is probable that future taxable liabilities:
income will be available against which the All financial assets/ liabilities are required to be
deductible temporary difference, depreciation measured at fair value on initial recognition.
carry forwards and unused tax credits could be In case of financial assets/ liabilities which
utilised. are required to be subsequently measured at
v) Leave Encashment: amortized cost, interest is accrued using the
effective interest method.
The Company has a policy on the compensated
absences which are both accumulating and c) Revenue Recognition:
non-accumulating in nature. The expected Revenue is recognized upon transfer of
cost of accumulating compensated absences control of promised services to customers in
is determined by actuarial valuation. Expenses an amount that reflects the consideration the
on non-accumulating compensated absences Company expects to receive in exchange for
is recognised in the period in which the those products or services.
absences occur.
The significant accounting policies related to
vi) Income Tax: revenue recognition are as under:
Significant judgments are involved in
Software service income:
determining the provision for income taxes,
including amount expected to be paid/ The Company has applied the guidance in Ind AS
recovered for uncertain tax positions. 115 “Revenue from Contracts with Customers”
by applying the revenue recognition criteria
vii) Impairment of Investments:
for each distinct performance obligation. The
The Company reviews its carrying value of arrangements with customers generally meet
investments in subsidiaries at cost annually, or the criteria for considering software testing
more frequently when there is an indication services as distinct performance obligations.
for impairment. If the recoverable amount is The transaction price as allocated to each distinct
less than its carrying amount, the impairment performance obligation is defined in the contract
loss is accounted for. with the customer. In case of fixed bid contracts,
viii) Expected credit losses on financial assets: the performance obligations are satisfied as
and when the services are rendered since the
On application of Ind AS 109, the impairment
customer generally obtains control of the work
provisions of financial assets are based
as it progresses and the entity’s performance
on assumptions about risk of default and
creates an asset with no alternative use to the
expected timing of collection. The Company
entity and the entity has an enforceable right to
uses judgment in making these assumptions
payment for performance completed to date.
and selecting the inputs to the impairment
calculation, based on the Company’s past i. The Company derives revenue from
history of collections, customer’s credit- software services which involve primarily
worthiness, existing market conditions as well delivering software validation and
as forward looking estimates at the end of each verification services to the banking,
reporting period. financial services and insurance industry
worldwide. Arrangements with customers
ix) Provisions and Contingent Liabilities:
are on a fixed-bid or a time -and- material
The recognition and measurement of other
basis.
provisions are based on the assessment of the
probability of an outflow of resources, and on ii. Revenue in respect of time -and- material
past experience and circumstances known at contracts is recognized based on time/
the balance sheet date. The actual outflow of efforts spent and/ or billed to clients as per
resources at a future date may therefore, vary the terms of specific contracts as there is
from the amount included in other provisions.
a direct relationship between input and v. Revenue includes reimbursement of
productivity. expenses wherever billed as per the terms
of the contracts.
iii. Revenue from fixed-bid contract, where
the performance obligations are satisfied vi. Deferred contract costs are incremental
over time and where there is no uncertainty costs of obtaining a contract which are
as to measurement or collectability of recognized as assets and amortized over
consideration, is recognized as per the the term of the contract.
percentage-of-completion method. When
vii. The Company presents revenues net of
there is uncertainty as to measurement or
indirect taxes in its Statement of Profit and
ultimate collectability, revenue recognition
Loss.
is postponed until such uncertainty is
resolved. Efforts or costs expended have viii. Provision for estimated losses, if any, on
been used to measure progress towards uncompleted contracts are recorded in
completion as there is a direct relationship the period in which such losses become
between input and productivity. probable based on the current contract
estimates.
Revenues in excess of invoicing are
classified as contract assets (which the d) Interest Income:
Company refers to as Unbilled Revenue) Interest Income is recognised using the
while invoicing in excess of revenues are effective interest rate method.
classified as contract liabilities (which the
Company refers to as Unearned Revenue). e) Dividend Income:
The billing schedules agreed with Dividend income is recognized when the right
customers include periodic performance to receive payment is established.
based payments and / or milestone based f) Other Income:
progress payments. Invoices are payable
Other Income is recognized when the right to
within contractually agreed credit period.
receive is established.
iv. The Company accounts for volume
g) Government Grants:
discounts and pricing incentives to
customers as a reduction of revenue based Grants from the government are recognised
on the rateable allocation of the discounts/ when there is reasonable assurance that:
incentives to each of the underlying (i) the Company will comply with the conditions
performance obligation that corresponds attached to them; and
to the progress by the customer towards
earning the discount/ incentive. Also, (ii) the grant will be received.
when the level of discount varies with h) Property, Plant and Equipment:
increases in levels of revenue transactions,
Property, plant and equipment are stated
the company recognizes the liability
at cost less accumulated depreciation and
based on its estimate of the customer’s
impairment losses, if any. Cost comprises the
future purchases. If it is probable that
purchase price and any attributable cost of
the criteria for the discount will not be
bringing the asset to its working condition
met, or if the amount thereof cannot be
for its intended use. Borrowing Costs relating
estimated reliably, then discount is not
to acquisition of qualifying assets which takes
recognized until the payment is probable
substantial period of time to get ready for its
and the amount can be estimated reliably.
intended use are also included to the extent
The Company recognizes changes in
they relate to the period till such assets are
the estimated amount of obligations
ready to be put to use.
for discounts in the period in which the
change occurs.

Depreciation on assets is provided on the Profit and Loss. Assets to be disposed off are
straight line method on the basis of useful life reported at the lower of the carrying value or
which is equal to or lower than the useful life the fair value less cost to sell.
prescribed in Schedule II of the Companies
i) Intangible Assets:
Act, 2013 for all the assets. The useful life is
determined on the management’s technical Intangible Assets are stated at costs less
evaluation. accumulated amortization and impairment
losses if any. Intangible Assets are amortized
Asset description Useful life (in years) over their respective individual estimated
Building 20 years useful lives on a straight line basis, from the
date they are available for use. The estimated
Plant and equipment 3 years
useful life of an identifiable intangible asset
Computer equipment 3 years is based on a number of factors including the
Furniture and fittings 3 years effects of obsolescence, demand, competition
and other economic factors (such as stability
Office Equipment 3 years
of the industry, and known technological
Vehicles 4 years advances), and the level of maintenance
Temporary Partitions Fully Depreciated expenditures required to obtain the expected
future cash flows from the asset. Amortization
Tenure of lease
Leasehold Rights and methods and useful lives are reviewed
period or 10 years
Improvements periodically including at each financial year
whichever is less
end. If the estimated useful life of the asset is
Residual Value is considered to be NIL. significantly different from previous estimates,
In the view of the management, property, the amortization period is changed accordingly.
plant and equipment individually costing The costs which can be capitalized include the
Rs. 5,000/- or less are depreciated in full in the cost of material, direct labour, overhead costs
year of acquisition. that are directly attributable to preparing the
asset for its intended use.
Depreciation methods, useful lives and residual
values are reviewed periodically, including at Gain or losses arising from derecognition
each financial year end. of an intangible asset are measured as the
difference between the net disposal proceeds
Advances paid towards the acquisition of
and the carrying amount of the asset and are
property, plant and equipment outstanding at
recognized in the Statement of Profit and Loss,
each Balance Sheet date is classified as capital
when the asset is derecognized.
advances under other non-current assets and
the cost of assets not put to use before such Amortization rates currently applied are as
date are disclosed under ‘Capital work-in- follows:
progress’. Subsequent expenditures relating to
Useful life
property, plant and equipment are capitalized Asset description
(in Years)
only when it is probable that future economic
benefits associated with these will flow to Intangible Assets - Computer
3 years
the Company and the cost of the item can be Software
measured reliably. Repairs and maintenance Intangible Assets - Software tools 5 years
costs are recognized in the Statement of Profit
Residual value is considered to be NIL.
and Loss when incurred. The cost and related
accumulated depreciation are eliminated In the view of the management, intangible
from the financial statements upon sale or assets individually costing Rs. 5,000/- or less
retirement of the asset and the resultant gains have a useful life of one year and are hence
or losses are recognized in the Statement of fully amortised in the year of acquisition.

Intangible assets not ready for the intended use and the contractual terms of the financial
on the date of the Balance Sheet are disclosed asset give rise on specified dates to cash
as “Intangible assets under development”. flows that are solely payments of principal
and interest on the principal amount
j) Financial Instruments:
outstanding. Further, in cases where
(i) Initial Recognition: the Company has made an irrevocable
election based on it’s business model,
The Company recognizes financial assets and
for it’s investments which are classified
financial liabilities when it becomes a party to as equity instruments, the subsequent
the contractual provisions of the instrument. changes in fair value are recognized in
All financial assets and liabilities are recognized Other Comprehensive Income.
at fair value on initial recognition, except for
(iii) Financial Assets at fair value through
trade receivables which are initially measured
profit and loss:
at transaction price. Transaction costs that are
directly attributable to the acquisition or issue A financial asset which is not classified in
of financial assets and financial liabilities that any of the above categories is subsequently
are not at fair value through profit or loss, are fair valued through profit or loss.
added to the fair value on initial recognition. (iv) Financial Liabilities:
Regular way purchase and sale of financial
Financial Liabilities are subsequently
assets are accounted for at trade date.
carried at amortized cost using the
(ii) Subsequent Measurement: effective interest rate method. For trade
a) Non-derivative financial instruments: and other payables maturing within
one year from the Balance Sheet date,
(i) Financial instruments measured at the carrying amounts approximate fair
amortized cost: value due to the short maturity of these
A financial instrument is subsequently instruments.
measured at amortized cost if it is (v) Investments in subsidiaries:
held within a business model whose
objective is to hold the asset in order to Investment in subsidiaries is carried at
collect contractual cash flows, and the cost in the separate financial statements.
contractual terms of the financial asset b) Share Capital:
give rise on specified dates to cash flows
Ordinary shares are classified as equity.
that are solely payments of principal and
Incremental costs directly attributable to
interest on the principal outstanding.
the issuance of ordinary equity shares are
The computation of amortized cost is recognized as a deduction from equity, net
done using the effective interest rate (EIR) of any tax effects.
method. Amortized cost is calculated
c) Derivatives:
by taking into account any discount
or premium and fees or costs that are Derivatives include foreign currency forward
an integral part of the EIR. The EIR contracts. It is measured at fair value. Fair
amortization is included in interest income value of foreign currency forward contracts
in the Statement of Profit and Loss. are determined using the fair value reports
provided by the respective banks.
(ii) Financial Assets at fair value through
Other Comprehensive Income: (iii) Derecognition of financial instruments:
A financial instrument is subsequently The Company derecognizes a financial asset
measured at fair value through other when the contractual rights to the cash flows
comprehensive income if it is held within from the financial asset expires or it transfers
a business model whose objective is the financial assets and the transfer qualifies
achieved by both collecting contractual for derecognition under Ind AS 109. A financial
cash flows and selling financial assets liability (or a part of a financial liability) is

derecognized from the Company’s Balance by which the carrying value of the assets
Sheet when the obligation specified in the exceeds the estimated recoverable amount
contract is discharged or cancelled or expires. of the asset. An impairment loss is reversed
(iv) Offsetting of financial instruments: in the Statement of Profit and Loss if there
has been a change in the estimates used
Financial assets and financial liabilities are to determine the recoverable amount. The
offset and the net amount is reported in the carrying amount of the asset is increased to its
balance sheet if there is a currently enforceable revised recoverable amount, provided that this
legal right to offset the recognised amounts amount does not exceed the carrying amount
and there is an intention to settle on a net basis, that would have been determined (net of any
to realize the assets and settle the liabilities accumulated amortization or depreciation)
simultaneously. had no impairment loss been recognized for
k) Impairment: the asset in prior years.
(i) Financial Assets: After impairment, depreciation is provided on
The Company recognizes loss allowances the revised carrying amount of the asset over
using the expected credit loss (ECL) model for its remaining useful life.
the financial assets which are not fair valued l) Fair value of financial instruments:
through profit or loss. Loss allowance for trade The Company’s accounting policies and
receivables with no significant financing disclosures require the measurement of fair
component is measured at an amount equal values for financial instruments.
to lifetime ECL. For all other financial assets,
ECLs are measured at an amount equal to The Company has an established control
the 12-month ECL, unless there has been a framework with respect to the measurement of
significant increase in credit risk from initial fair values. The management regularly reviews
recognition in which case those are measured significant unobservable inputs and valuation
at lifetime ECL. The amount of ECLs (or reversal) adjustments. If third party information is used
that is required to adjust the loss allowance to measure fair values, then the management
at the reporting date to the amount that is assesses the evidence obtained from the third
required to be recognized is recognized as an parties to support the conclusion that such
impairment gain or loss in the Statement of valuations meet the requirements of Ind AS,
Profit and Loss. including the level in the fair value hierarchy in
which such valuations should be classified.
(ii) Non-financial assets:
When measuring the fair value of a financial
Intangible assets and property, plant and
asset or a financial liability, the Company uses
equipment:
observable market data as far as possible. Fair
Intangible assets and property, plant and values are categorised into different levels in a
equipment are evaluated for recoverability fair value hierarchy based on the inputs used in
whenever events or changes in circumstances the valuation techniques as follows:
indicate that their carrying amounts may not
be recoverable. For the purpose of impairment Level 1: quoted prices in active markets for
testing, the recoverable amount (i.e. the higher identical assets or liabilities.
of the fair value less cost to sell and the value-in- Level 2: inputs other than quoted prices
use) is determined on an individual asset basis included in Level 1 that are observable
unless the asset does not generate cash flows for the asset or liability, either directly
that are largely independent of those from (i.e. as prices) or indirectly (i.e. derived
other assets. In such cases, the recoverable from prices).
amount is determined for the Cash Generating
Level 3: inputs for the asset or liability that are
Unit (CGU) to which the asset belongs.
not based on observable market data.
If such assets are required to be impaired, the
If the inputs used to measure the fair value of
impairment to be recognized in the Statement
an asset or a liability fall into different levels
of Profit and Loss is measured by the amount
of the fair value hierarchy, then the fair value

measurement is categorised in its entirety in future events beyond the control of the
the same level of the fair value hierarchy as Company or a present obligation that is not
the lowest level input that is significant to the recognized because it is not probable that an
entire measurement. outflow of resources will be required to settle
the obligation. A contingent liability also arises
The Company recognises transfers between
in extremely rare cases where there is a liability
levels of the fair value hierarchy at the end of
that cannot be recognized because it cannot
the reporting period during which the change
be measured reliably.
has occurred.
The Company does not recognise a contingent
All methods of assessing fair value result in
liability but discloses its existence in the
general approximation of value, and such value
financial statements.
may never actually be realized.
Contingent assets are not recognised but
Refer to Note 30 in the Financial Statements
their existence is disclosed in the financial
for the disclosure on carrying value and fair
statements.
value of financial assets and liabilities. For
financial assets and liabilities maturing within n) Foreign Currency:
one year from the Balance Sheet date and Functional Currency:
which are not carried at fair value, the carrying
amounts approximate fair value due to the The functional currency of the Company is
short maturity of these instruments. the Indian rupee. These Standalone Financial
Statements are presented in Indian rupees.
m) Provisions and Contingencies:
Transactions and Translations:
A provision is recognized if, as a result of a
past event, the Company has a present legal Foreign currency denominated monetary
or constructive obligation that is reasonably assets and liabilities are translated into the
estimable, and it is probable that an outflow of relevant functional currency at exchange rates
economic benefits will be required to settle the in effect at the Balance Sheet date. The gains
obligation. Provisions (excluding retirement or losses resulting from such translations
benefits) are not discounted to their present are included in net profit in the Statement
value and are determined based on the best of Profit and Loss. Non-monetary assets and
estimate required to settle the obligation at non-monetary liabilities denominated in a
the Balance Sheet date. These are reviewed foreign currency and measured at fair value
at each Balance Sheet date and adjusted to are translated at the exchange rate prevalent
reflect the current best estimates. at the date of the transaction.
Onerous Contracts: Transaction gains or losses realized upon

settlement of foreign currency transactions
Provisions for onerous contracts are recognized are included in determining net profit for
when the expected benefits to be derived by the period in which transaction is settled.
the Company from a contract are lower than Exchange differences on account of conversion
the unavoidable costs of meeting the future of foreign operations are also recognized as
obligations under the contract. The provision is income or as expense in the year in which
measured at present value of the lower of the they arise. Revenue and expense items
expected cost of terminating the contract and pertaining to foreign operations denominated
the expected net cost of continuing with the in foreign currencies are translated into the
contract. Before a provision is established, the relevant functional currencies using the
Company recognizes any impairment loss on monthly weighted average exchange rate of
the assets associated with that contract. the respective currencies. The gains or losses
Contingent Liabilities are disclosed in the notes resulting from such transactions are included
to accounts. A contingent liability is a possible in exchange loss/ gain under the head “Other
obligation that arises due to past events whose Expenses” or under the head “Other Income”
existence will be confirmed by the occurrence respectively in the Statement of Profit and
or non-occurrence of one or more uncertain Loss.

o) Earnings per share: b) Intends either to settle on a net basis, or
Basic earnings per equity share are computed to realize the asset and settle the liability
by dividing the net profit/(loss) attributable simultaneously.
to equity holders of the Company by the Deferred Tax:
weighted average number of equity shares Deferred income tax assets and liabilities are
outstanding during the year. Diluted earnings recognized for all temporary differences arising
per equity share are computed by dividing the between the tax bases of assets and liabilities
net profit attributable to the equity holders of and their carrying amounts in the financial
the Company by the weighted average number statements.
of equity shares considered for deriving basic
earnings per equity share that could have been Deferred tax assets are recognized for unused
issued upon conversion of all dilutive potential tax losses, unused tax credits and deductible
equity shares. temporary differences to the extent that it
is probable that future taxable profits will
The dilutive potential equity shares are be available against which they can be used.
adjusted for the proceeds receivable had the Deferred tax assets are reviewed at each
equity shares been actually issued at fair value reporting date and are reduced to the extent
(i.e. average market value of the outstanding that it is no longer probable that the tax benefit
equity shares). Dilutive potential equity shares will be realized; such reductions are reversed
are deemed converted as of the beginning when the probability of future taxable profits
of the period, unless issued at a later date. improves.
Dilutive potential equity shares are determined
independently for each period presented. Deferred income tax assets and liabilities are
measured using tax rates and tax laws that
p) Income taxes:
have been enacted or substantially enacted
Income tax expense comprises of current and by the Balance Sheet date and are expected to
deferred income tax. Income tax expense is apply to taxable income in the years in which
recognized in the Statement of Profit and those temporary differences are expected to
Loss for items recognised in the Statement of be recovered or settled. The effect of changes
Profit and Loss. Income tax relating to items in tax rates on deferred income tax assets and
recognised outside the Statement of Profit and liabilities is recognized as income or expense
Loss is recognised outside the Statement of in the period that includes the enactment
Profit and Loss (either in Other Comprehensive or substantive enactment date. A deferred
Income (OCI) or in Equity). Current tax items income tax asset is recognized to the extent
are recognised in correlation to the underlying that it is probable that future taxable profit
transactions either in OCI or directly in equity. will be available against which the deductible
Current Tax: temporary differences and tax losses can
be utilized. Deferred income taxes are not
Current income tax for current and prior provided on the undistributed earnings of
periods (including Minimum Alternate Tax subsidiaries and branches where it is expected
(MAT)) is recognized at the amount expected to that the earnings of the subsidiary or branch
be paid to or recovered from the tax authorities will not be distributed in the foreseeable future.
in accordance with the Income Tax Act, 1961.
The tax rates and tax laws used to compute the Consequent to the adoption of Lower tax rate
amount are those that have been enacted or as prescribed u/s 115BAA , the Company has
substantially enacted, at the reporting date. given away the benefit of carried forward MAT
credit and 10AA ( SEZ deduction ) and other
Current tax assets and liabilities are offset only applicable deductions as prescribed in the said
if, the Company: Section 115BAA for current year. The Company is
a) has a legally enforceable right to set off the in the 11th year of Tax Holiday benefit u/s 10AA(
recognized amounts; and SEZ Benefit ) in the current year. The Company
had already claimed the deductions towards

100% of the profits from the SEZ unit for the projected unit credit method. The
first 5 years and 50% of the profits from the SEZ Company recognizes the net obligation of
unit for the next 5 years as provided under the a defined benefit plan in its Balance Sheet
Income Tax Act, 1961 until the previous year. as an asset or liability.
q) Employee Benefits: Re-measurement of the net defined
(i) Short term employee benefits: benefit liability, which comprise
actuarial gains and losses are recognised
Short term employee benefits are expensed immediately in other comprehensive
as the related service is provided. A liability is income. Net interest expense/(income)
recognised for the amount expected to be on the net defined liability/(assets) is
paid if the Company has a present legal or computed by applying the discount rate,
constructive obligation to pay this amount as a used to measure the net defined liability/
result of past service provided by the employee (asset). Net interest expense and other
and the obligation can be estimated reliably. expenses related to defined benefit plans
Leave Encashment: are recognised in the Statement of Profit
and Loss.
The Company pays leave encashment on short
term basis for Onsite employees for the period (iii) Long Term Employee Benefits:
of leave they are entitled to during their onsite The Company’s net obligation in respect of
stay. long term employee benefits for offshore
(ii) Post Employment obligations: employees, being long term compensated
absences, is the amount of future benefits that
(a) Defined contribution plan:
employee have earned in return for the service
Employee benefits in the form of Provident in the current and prior periods. The liability is
Fund/ Social Security payments are defined determined by an independent actuary, using
contribution schemes and contributions Projected Unit Control Method. Actuarial gains
made are charged to the Statement of and losses are recognised immediately as
Profit and Loss for the year. The Company income or expense in the Statement of Profit
has no further obligations under these and Loss. Obligation is measured at the present
plans beyond it’s periodic contributions. value of estimated future cash flows using a
Obligations for contributions to defined discount rate that is determined by reference
contribution plans are expensed as the to the market yields at the Balance Sheet date
related service is provided. on Government Bonds where the currency and
terms of the Government Bonds are consistent
(b) Defined benefit plan:
with the currency and estimated terms of the
Gratuity: defined benefit obligation.
The Company provides for gratuity, a r) Share based compensation:
defined benefit retirement plan (‘the
Gratuity Plan’) covering all its eligible The Company recognizes compensation
employees. The Gratuity Plan provides a expense relating to share-based payments in
lump-sum payment to vested employees net profit using fair value in accordance with Ind
at retirement, death, incapacitation or AS 102 ‘Share-Based Payment’. The estimated
termination of employment, of an amount fair value of awards is charged to income on
based on the respective employee’s salary a straight line basis over the requisite service
and the tenure of employment with the period for each separately vesting portion of
Company. the award as if the award was in-substance,
multiple awards with a corresponding increase
Liability with regard to the gratuity plan to share options outstanding account. The
are determined by actuarial valuation, amount recognized as an expense is adjusted
performed by an independent actuary, to reflect the actual number of stock options
at each Balance Sheet date using the that vest.

s) Statement of Cash Flows: i) Lease liabilities were measured at the
The Statement of Cash Flows has been present value of the remaining lease
prepared under the ‘Indirect method’ as set payments, discounted at the Company’s
out in Ind AS 7 ‘Statement of Cash Flows’, incremental borrowing rate as at April 01,
whereby profit for the period is adjusted for the 2019.
effect of transactions of a non-cash nature, any (ii) Right-of-use assets are measured at an
deferrals or accruals of past or future operating amount equal to the lease liability, adjusted
cash receipts or payments and item of income by the amount of any prepaid or accrued
or expenses associated with investing or lease payments.
financing cash flows. The cash flows from
(iii) The nature of expenses related to those
operating, investing and financing activities of
leases changed from lease rent in previous
the Company are segregated.
periods to
Cash and Cash Equivalents in the Statement of
(a) amortization charge for the right-to-
Cash Flows comprise cash at bank and in hand
use asset, and
and fixed deposits with an original maturity of
three months or less, which are subject to an (b) interest accrued on lease liability.
insignificant risk of changes in value. (iv) The Company used a practical expedient
t) Dividends: when applying Ind AS 116. The Company
did not recognise right-of-use assets and
The final dividend on shares is recorded
liabilities for leases for which the lease
as a liability on the date of approval by the
term ends within 12 months of the date
shareholders, and interim dividends are
of initial application. The Lease payments
recorded as a liability on the date of declaration
associated with these are recognised as
by the Company’s Board of Directors.
expenses on a straight line basis over the
u) Lease: lease term.
Where the Company is a lessee: v) Segment reporting:
Effective 1st April 2019, the Company adopted Operating segments are reported in a manner
Ind AS 116 “Leases”, using modified retrospective consistent with the internal reporting provided
approach. Accordingly, the comparatives have to the Chief Operating Decision Maker. The
not been retrospectively restated. The effect of Company’s operations predominantly relate
adoption of Ind AS 116 was insignificant. to software validation and verification services
relating to banking and financial services and
Previously, the Company recognised operating
insurance industry and accordingly, this is the
lease expense on a straight-line basis over the
only primary reportable business segment.
term of the lease.
The segment sales information is provided on
On transition, the Company has recognised a geographical basis classified as India and the
new assets and liabilities for its operating rest of the world.
leases of premises.

Note 3: Property, Plant & Equipment and Intangible Assets
Rs. In Millions
GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK
Particulars As at Additions Deductions As at Upto Deductions Upto As at As at

For the
April 1, during during the March 31, March 31, during the March 31, March 31, March 31,
Year
2019 the year year 2020 2019 year 2020 2020 2019
a) Property, Plant & Equipment
Buildings
- Owned 190.21 0.49 - 190.70 34.83 11.63 - 46.46 144.24 155.38
- Right of Use Assets
(Refer Note 3.1) - 106.18 - 106.18 - 23.24 - 23.24 82.94 -
Leasehold Improvements 2.37 - - 2.37 2.36 - - 2.36 0.01 0.01
Plant and Equipment 14.48 1.46 1.15 14.79 12.33 3.26 1.15 14.44 0.35 2.15
Office Equipment 9.14 1.56 1.65 9.05 5.11 1.67 1.65 5.13 3.92 4.03
Furniture and Fittings 23.36 0.35 0.89 22.82 20.43 2.97 0.89 22.51 0.31 2.93
Computer Equipment 61.12 19.40 16.98 63.54 42.39 12.70 16.98 38.11 25.43 18.73
Vehicles 3.34 - - 3.34 0.22 0.89 - 1.11 2.23 3.12
Total Property, Plant & Equipment 304.02 129.44 20.67 412.79 117.67 56.36 20.67 153.36 259.43 186.35
Previous Year 288.34 23.02 7.34 304.02 75.55 45.59 3.47 117.67 186.35
b) Intangible Assets
Computer Software and Tools 19.59 0.01 0.03 19.57 17.62 1.64 0.03 19.23 0.34 1.97
Total Intangible Assets 19.59 0.01 0.03 19.57 17.62 1.64 0.03 19.23 0.34 1.97
Previous Year 19.14 0.45 - 19.59 8.45 9.17 - 17.62 1.97
TOTAL (a + b) 323.61 129.45 20.70 432.36 135.29 58.00 20.70 172.59 259.77 188.32
Total Previous Year (a + b) 307.48 23.47 7.34 323.61 84.00 54.76 3.47 135.29 188.32
Note 3.1: Buildings includes right-of-use assets of RS. 106.18 Million related to leased properties that do not meet the definition of
investment property.

Note 4: Investments in Subsidiaries Rs. In Millions
Particulars As at As at
March 31, 2020 March 31, 2019
Investments in Equity Instruments (Unquoted)
In wholly owned subsidiaries (Fully Paid Up):
100,000 equity shares (Previous Year: 100,000) of SGD 1/- each in Expleo 2.66 2.66
Solutions Pte. Ltd., Singapore
3,000 equity shares (Previous Year: 3,000) of USD 0.01/- each in Expleo 4.62 4.62
Solutions Inc., USA (formerly known as SQS BFSI Inc., USA)
350,000 equity shares (Previous Year : 350,000) of GBP 1/- each of Expleo 24.17 24.17
Solutions UK Ltd.
600 equity shares (Previous Year: 600) of AED 1,000/- each in Expleo Solutions 8.70 8.70
FZE, UAE (formerly known as SQS BFSI FZE, UAE)
Total 40.15 40.15
Aggregate Value of Unquoted Investments 40.15 40.15
Note 5: Loans Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Loans Receivable considered good - Secured - -
Loans Receivable considered good - Unsecured
Security Deposit 17.03 8.79
Loans Receivable which have significant increase in Credit Risk - -
Loans Receivable - credit impaired - 2.44
Less: Allowance for Doubtful Deposits - (2.44)
Total 17.03 8.79
Note 6: Deferred Tax Assets

a) Movement in Deferred Tax Balances Rs. In Millions
Particulars Net Movement during the year Net balance
Balance Recognised in Recognised as at March 31,
as at the Statement in Other 2020
April 01, of Profit and Comprehensive
2019 Loss Income
Deferred Tax Assets
Property, Plant and Equipment 12.00 (3.86) - 8.14
Employee Benefits 4.39 (0.28) 1.57 5.68
Allowance for expected Credit loss 0.12 (0.12) - -*
Unused Tax Credits 8.87 (8.87) - -
Deferred Tax Assets 25.38 (13.13) 1.57 13.82
* Denotes an amount less than Rs. 5,000/-.

Note 6: Deferred Tax Assets (Contd.)
a) Movement in Deferred Tax Balances (Contd.) Rs. In Millions
Particulars Net Movement during the year Net balance
balance as Recognised in Recognised as at March 31,
at April 01, the Statement in Other 2019
2018 of Profit and Comprehensive
Loss Income
Deferred Tax Assets
Property, Plant and Equipment 5.76 6.24 - 12.00
Employee Benefits 0.95 2.61 0.83 4.39
Allowance for expected Credit loss 0.47 (0.35) - 0.12
Unused Tax Credits 8.87 - - 8.87
Long Term Capital Gain 0.89 (0.89) - -
Deferred Tax Assets 16.94 7.61 0.83 25.38
b) Amounts recognised in Profit and Loss Rs. In Millions

Particulars For the year ended For the year ended
March 31, 2020 March 31, 2019
Current Income Tax
Current tax expense for current year 124.72 171.96
Current tax expense pertaining to previous years (2.69) 1.54
122.03 173.50
Deferred Tax Asset (Net)
Origination and reversal of Tax on Temporary Differences 15.82 (7.61)
Total Tax expense for the year 137.85 165.89
c) Amounts recognised in Other Comprehensive Income Rs. In Millions

Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
Before Tax Net of Before Tax Net of
Tax (Expense)/ Tax Tax (Expense)/ Tax
Benefit Benefit
Remeasurement of (6.24) 1.57 (4.67) (2.38) 0.83 (1.55)
Defined Benefit Liability
Total (6.24) 1.57 (4.67) (2.38) 0.83 (1.55)
d) Reconciliation of Income Tax expense and the accounting profit multiplied by India’s tax rate
Rs. In Millions
March 31, 2020 March 31, 2019
Indian statutory income tax rate 25.168% 34.944%
Expected income tax expense 122.65 167.83

d) Reconciliation of Income Tax expense and the accounting profit multiplied by India’s tax rate (Contd.)
Rs. In Millions
March 31, 2020 March 31, 2019
Tax effect of adjustment to reconcile expected Income Tax
expense :
Tax Effect of Non-Deductible expenses to reported Income 1.69 (1.60)
Tax Expense
Tax Effect of MAT Tax credit foregone on adoption of Lower Tax Rate 8.87 -
Tax Effect of Tax holidays (Refer Note (e) below) - (4.30)
Tax Effect of Tax paid at a lower rate for foreign branches 2.53 1.57
Adjustments recognised in current year in relation to tax (2.69) 1.54
of prior years
Tax Effect of adoption of Lower Tax Rate on Deferred Tax 4.76 -
Tax Effect of Income not subject to Tax - (0.02)
Income chargeable at lower rate of tax - 0.89
Others 0.04 (0.02)
Total Income Tax Expense 137.85 165.89
e) As per Taxation Laws (Amendment) Ordinance, 2019 dated September 20, 2019 a new section was
inserted named 115BAA under the Income Tax Act, 1961 wherein the Ordinance provides domestic
companies with an option to pay income tax at the rate of 22%, provided they do not claim certain
deductions under the IT Act. The Company after evaluation has decided to adopt the Lower Tax rate
effective from FY 19-20.
Consequent to the adoption of Lower tax rate as prescribed u/s 115BAA, the Company has given
away the benefit of carried forward MAT credit and 10AA ( SEZ deduction ) and other applicable
deductions as prescribed in the said Section 115BAA for FY 19-20. The Company is in the 11th year of
Tax Holiday benefit u/s 10AA( SEZ Benefit ) in the FY 19-20. The Company had already claimed the
deductions towards 100% of the profits from the SEZ unit for the first 5 years and 50% of the profits
from the SEZ unit for the next 5 years as provided under the Income Tax Act, until the previous year.
f) The Company offsets tax assets & liabilities if and only if it has a legally enforceable right to set off
current tax assets & current tax liabilities and the deferred tax assets and deferred tax liabilities relate
to income taxes levied by the same tax authority. Significant management judgment is required in
determining provision for income tax, deferred income tax assets and liabilities and recoverability of
deferred income tax assets.
g) The recoverability of deferred income tax assets is based on the estimate of taxable income in the
tax jurisdiction in which the entity operates and the period over which deferred income tax assets
will be recovered.
h) Tax Credits Carried forward Rs. In Millions
Expiry Date
March 31, 2020 March 31, 2019
F.Y 2008-09 -** -* March 31, 2024
F.Y 2009-10 -** 8.87 March 31, 2025
** Consequent to the adoption of Lower tax rate as prescribed u/s 115BAA, the Company has given
away the benefit of carried forward MAT credit in the current year

Note 7: Income Tax Assets (Net) Rs. In Millions
March 31, 2020 March 31, 2019
Advance Tax and Tax Deducted at Source (Net) 1.34 9.32
Total 1.34 9.32
(Refer Note 6 for Tax Reconciliations)
Note 8: Other Non Current Assets Rs. In Millions

March 31, 2020 March 31, 2019
Capital Advances 0.82 0.76
Employee Advances 3.84 -
Prepaid Expenses 0.06 0.74
Balance with Government authorities 70.39 64.66
Total 75.11 66.16
Note 9: Trade Receivables Rs. In Millions

March 31, 2020 March 31, 2019
Trade Receivables Considered Good - Secured - -
Trade Receivables Considered Good - Unsecured (Refer Note 9.1 644.86 300.58
below)
Trade Receivables which have significant increase in credit risk - -
Trade Receivables - Credit Impaired - -
Less: (Reversal of) Allowances for Credit Loss (0.02) (0.34)
Total 644.84 300.24
Note 9.1: Includes dues from a subsidiary Rs. 56.43 Million (Previous Year: Rs. 45.64 Million) (Refer Note 42).
Note 10: Cash and Cash Equivalents Rs. In Millions

March 31, 2020 March 31, 2019
Balances With Banks
in Current Accounts 512.38 796.64
in Deposit Accounts with original maturity of less than 3 months 105.00 35.00
Cash On Hand -* 0.01
Total 617.38 831.65
Note 10.1: There are no repatriation restrictions with regard to Cash and Cash equivalents as at the end
of the reporting period and prior period.

Note 11: Other Bank Balances Rs. In Millions
March 31, 2020 March 31, 2019
Balances With Banks
Earmarked Balances with Banks - Unclaimed Dividend 2.92 3.93
Deposits with original maturity of more than 3 months but less 79.63 4.13
than 12 months (Refer Note 11.1 below)
Total 82.55 8.06
Note 11.1: Includes deposits under lien with bank guarantee issued by the bank on behalf of the
Company Rs. 3.09 Million (Previous Year: Rs. 3.63 Million).
Note 11.2: There are no repatriation restrictions with regard to Other Bank balances as at the end of the
reporting period and prior period.
Note 12: Loans (Current) Rs. In Millions

March 31, 2020 March 31, 2019
Loans Receivable - credit impaired - -
Total 4.82 26.34
Note 13: Other Current Financial Assets Rs. In Millions

March 31, 2020 March 31, 2019
Interest accrued on fixed deposits 0.76 0.11
Export incentive receivables 34.44 50.44
Unbilled Revenue 23.68 6.16
Other Receivables - 0.80
Total 58.88 57.51
Note 14: Other Current Assets Rs. In Millions

March 31, 2020 March 31, 2019
Considered Good
Advances to Vendors 1.58 2.09
Advances to employees and others 7.85 5.48
Balances with Government Authorities 1.32 2.53
Deferred Rent - 0.58
Total 22.76 25.14

Note 15: Equity Share Capital Rs. In Millions
March 31, 2020 March 31, 2019
a) Authorised
12,000,000 Equity Shares of Rs. 10/- each 120.00 120.00
120.00 120.00
b) Issued, Subscribed and Paid Up
10,252,485 (Previous Year: 10,713,381) Equity Shares of Rs. 10/- each 102.52 107.13
fully paid up
Total 102.52 107.13
c) During the year, the Company has bought back 460,896 (Previous Year: Nil) Equity Shares
comprising approximately 4.30% of the paid-up equity share capital of the Company.
In the previous year, the Company has issued 3,000 Equity shares under the Employee Stock Option
Scheme, 2011.
d) Reconciliation of number of shares outstanding at the beginning and end of the year
Particulars As at March 31, 2020 As at March 31, 2019

No. of shares Rs. In No. of shares Rs. In
Millions Millions
Equity Shares
Outstanding at the beginning of the 10,713,381 107.13 10,710,381 107.10
year
Add: Issued during the year - - 3,000 0.03
Less: Buyback of shares during the 460,896 4.61 - -
year (Refer Note 33)
Outstanding at the end of the year 10,252,485 102.52 10,713,381 107.13
e) Shareholding Information
March 31, 2020 March 31, 2019
No. of shares No. of shares
Equity Shares are held by
Expleo Technology Germany GmbH (formerly known as Expleo 5,758,804 5,758,804
Technology Germany AG) (Holding Company)
f) Rights, preferences and restrictions attached to Equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder
of equity share is entitled to one vote per share held. The dividend proposed by the Board of Directors
is subject to the approval of the Shareholders in the Annual General Meeting except in case of interim
dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of
the Company after distribution of all preferential amounts, in proportion to their shareholding.

Note 15: Equity Share Capital (Contd.)
g) Shareholders holding more than 5% shares in the Company
March 31, 2020 March 31, 2019
No. of % No. of %
shares shares
Equity Shares
Expleo Technology Germany GmbH (formerly known as 5,758,804 56.17 5,758,804 53.75
Expleo Technology Germany AG) (Holding Company)
As per the records of the Company, including its register of shareholders/ members and other declarations
received from shareholders regarding beneficial interest, the above shareholding represents both legal
and beneficial ownership of shares.
h) Equity Shares Reserved for Issue Under Options
For Details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the
Company, please refer Note 32(a).
Note 16: Other Equity Rs. In Millions
March 31, 2020 March 31, 2019
a) Securities Premium (Refer Note 16.1 below)
Opening Balance 193.53 193.22
Addition during the year - 0.31
Buyback of Equity Shares during the year (Refer Note 33) (193.53) -
Closing Balance - 193.53
b) General Reserve (Refer Note 16.2 below)

Addition during the year 34.00 31.00
Closing Balance 246.09 212.09
c) Retained Earnings (Refer Note 16.3 below)

Profit for the year 349.49 314.38
Transfer to General Reserve (34.00) (31.00)
Other Comprehensive Income (4.67) (1.55)
Transfer to Capital redemption reserve upon Buyback (Refer
(4.61) -
Notes 16.4 and 33)
Dividends (including Dividend Distribution Tax) - (258.31)

Note 16: Other Equity (Contd.) Rs. In Millions
March 31, 2020 March 31, 2019
d) Capital Redemption Reserve (Refer Note 16.4 below)
Opening Balance - -
Transfer from Retained Earnings upon Buyback (Refer Notes
4.61 -
16.4 and 33)
Closing Balance 4.61 -
e) Employee Stock Compensation Reserve (Refer Note 16.5 below)

Addition during the year - -
Total 1,050.00 961.69

Note 16.1: Securities Premium
The Securities Premium has been created on account of premium on issue of Equity Shares. The
reserve is utilised in accordance with the provisions of the Companies Act, 2013. During the year, an
amount of Rs. 193.53 Million was utilised from Securities Premium, to offset the excess of total buy-
back cost of Rs. 261.11 Million (including Rs. 7.62 Million towards transaction cost of buy-back) over par
value of shares.
Note 16.2: General Reserve
The Company has transferred a portion of its net profit to the General Reserve, on a voluntary basis.
Note 16.3: Retained Earnings
Retained Earnings are the profits that the Company has earned till date, less any transfers to General
Reserve, dividends or other distributions paid to shareholders. During the year, an amount of Rs. 59.97
Million was utilised from retained earnings, to offset the excess of total buy-back cost of Rs. 261.11
Million (including Rs. 7.62 Million towards transaction cost of buy-back) over par value of shares.
Note 16.4: Capital Redemption reserve
As per provisions of Section 69 of the Companies Act, 2013, Capital Redemption Reserve is to be created
when Company purchases (buys back) it’s own shares out of the free reserves for an amount equal
to the nominal value of shares (Share Capital extinguished) so purchased. Accordingly, an amount of
Rs. 4.61 Million i.e. the Share Capital extinguished has been transferred from Retained Earnings to
Capital Redemption Reserve.
Note 16.5: Employee Stock Compensation Reserve
The Employee Stock Compensation Reserve is used to recognise the grant date fair value of options
issued under the Company’s/Group’s Stock Option Plan provided to employees as part of their
remuneration (Refer Note 32 (b)).
Note 17: Other Non Current Financial Liabilities Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Lease liability 65.38 -
Total 65.38 -

Note 18: Provisions (Non Current) Rs. In Millions
As at As at
Particulars
March 31, 2020 March 31, 2019
Provision for Employee Benefits
Compensated Absences 10.96 7.64
Total 10.96 7.64
Note 19: Other Current Financial Liabilities Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Unclaimed dividend (Refer Note 19.1 below) 2.92 3.93
Employee benefits payable 73.93 67.48
Gratuity Liability 8.11 1.40
Lease Liability 18.75 -
Liabilities for other expenses 111.20 159.82
Total 214.91 232.63
Note 19.1: There are no amounts due for payment to the Investor Education and Protection Fund as at
the end of the current year and previous year.
Note 20: Other Current Liabilities Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Statutory Dues 44.58 34.34
Unearned Revenue 0.64 7.40
Total 45.22 41.74
Note 21: Provisions (Current) Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Total 3.49 2.55
Note 22: Current Tax Liabilities (Net) Rs. In Millions

As at As at
Particulars
March 31, 2020 March 31, 2019
Provision for Tax (Net) 50.29 49.66
Total 50.29 49.66

Note 23: Revenue from Operations Rs. In Millions
March 31, 2020 March 31, 2019
Revenue from contracts with customers
Software services (Refer Note 23.1 below) 2,694.04 2,827.73
Total 2,694.04 2,827.73
Note 23.1: Disclosures relating to Revenue from Operations
a) Disaggregation of Revenue
The table below presents disaggregated revenues from contracts with customers for the years ended
March 31, 2020 and March 31, 2019 by contract type. The Company believes that this disaggregation
best depicts how the nature, amount, timing and uncertainty of their revenues and cash flows are
affected by economic factors.
Revenue based on contract type: Rs. In Millions

March 31, 2020 March 31, 2019
Fixed Bid 932.74 1,145.49
Time & Material 1,761.30 1,682.24
Total 2,694.04 2,827.73
The Company derives its revenue across two categories of contracts - Fixed Bid contracts and Time &
Material (T&M) contracts. The Company has identified a single reportable segment namely ‘Software
Validation and Verification Services’ as disclosed in Note 41 to the Standalone Financial Statements.
The Company has disclosed revenue generated by geographical market which is provided only as
per the specific requirement of Ind AS 108 for a single reportable segment. However, the Company
does not assess revenue based on geography and hence there is no disaggregation of revenue
disclosed based on geography.
b) The contract liabilities (unearned revenue) primarily relate to the advance consideration received
from customers for which revenue is recognised over time. An amount of Rs. 7.40 Million (Previous
Year: Rs. 17.65 Million) recognised in contract liabilities as at April 1, 2019 has been recognised as
revenue for the year ended March 31, 2020.
c) There is no revenue recognised in the reporting period for performance obligations satisfied in
previous periods.
d) Transaction price allocated to the remaining performance obligations
The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance
obligations is Rs. 31.77 Million (Previous Year: Rs. 102.41 Million) which is expected to be recognised as
revenue in the next year. Remaining performance obligation estimates are subject to change and
are affected by several factors, including adjustments for currency.
e) Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction
price yet to be recognized as at the end of the reporting period and an explanation as to when
the Company expects to recognize these amounts in revenue. Applying the practical expedient as
given in Ind AS 115, the Company has not disclosed the remaining performance obligation related
disclosures for contracts where the revenue recognized corresponds directly with the value to the
customer of the entity’s performance completed to date, typically those contracts where invoicing
is on time and material basis and in the case of fixed bid contracts with an original expected project
duration of less than one year.

f) Revenue as per contracted price with the customers Rs. In Millions
March 31, 2020 March 31, 2019
Revenue from contracts with customers (as per the 2,694.04 2,827.73
Statement of Profit and Loss)
Add: Discounts 38.94 15.55
Total 2,732.98 2,843.28
Note 24: Other Income Rs. In Millions

March 31, 2020 March 31, 2019
Interest Income
On Fixed deposits and others 14.10 14.35
On Other financial assets carried at amortised cost 0.85 1.11
On Income Tax Refund 0.05 -
Export Incentives (Net) 8.14 34.44
Profit on Sale of Property, Plant & Equipment 0.23 -
Provision no longer required written back - 4.63
Provision for expected credit loss written back 0.32 1.00
Net foreign exchange gain 43.97 -
Total 67.66 55.53
Note 25: Employee Benefits Expense Rs. In Millions

March 31, 2020 March 31, 2019
Salaries, wages and bonus 1,248.01 1,159.38
Contribution to provident and other funds 65.20 58.43
(Refer Note 29 (b) (i))
Gratuity expense (Refer Note 29 (b) (ii)) 11.46 11.31
Staff welfare expense 22.48 20.65
Total 1,347.15 1,249.77
Note 26: Finance Cost Rs. In Millions

March 31, 2020 March 31, 2019
Interest on Income Tax 0.48 0.67
Interest on Lease liability 10.60 -
Total 11.08 0.67
Note 26.1 : The Interest on lease liability has arisen on account of implementation of Ind AS 116 “ Leases”.

Note 27: Other Expenses Rs. In Millions
March 31, 2020 March 31, 2019
Travel and conveyance 137.10 148.82
Net foreign exchange loss - 26.94
Sales commission 0.16 5.07
Onsite service expenses 552.18 708.62
Professional fees 17.17 34.22
Software expenses 33.21 34.13
Rent expenses for Short term and low value leased assets 3.08 27.21
(Refer Note 35)
Marketing and selling expenses 4.76 10.67
Repairs & maintenance
Buildings 18.40 16.94
Plant and machinery 2.11 1.23
Others 11.87 5.40
Power and fuel 16.69 15.75
Rates and taxes 12.07 1.75
Loss on sale of Property, Plant and Equipment - 0.78
Communication expenses 8.16 13.70
Insurance 10.28 9.36
Training and recruitment 10.90 8.49
Corporate Social Responsibility Expense (Refer Note 40) 7.83 7.97
Audit fees (Refer Note 38) 2.88 1.75
Directors sitting fees 1.60 1.74
Commission to Non-Executive directors 4.50 4.55
Miscellaneous expenses 3.18 12.71
Total 858.13 1,097.79
Note 28: Earnings Per Share
a) Basic Earnings Per Share
The calculation of Basic Earnings Per Share is based on profit attributable to equity shareholders
and weighted average number of equity shares outstanding.
(i) Profit attributable to equity shareholders (basic) Rs. In Millions

March 31, 2020 March 31, 2019
Profit for the year, attributable to equity shareholders 349.49 314.38
of the company
Total 349.49 314.38

(ii) Weighted average number of equity shares (basic)
March 31, 2020 March 31, 2019
Number of equity shares at the beginning of the year 10,713,381 10,710,381
Add: Weighted average of shares issued during the year - 2,729
Less: Weighted average of shares bought back during the 351,339
year
Total weighted average number of equity shares for
calculating basic EPS 10,362,042 10,713,110
Earnings Per Share - Basic (in Rs.) (Face Value Rs. 10/- per share) 33.73 29.35
b) Diluted Earnings Per Share
The calculation of diluted earnings per share is based on the profit attributable to equity shareholders
and weighted average number of equity shares outstanding after adjustment for the effects of all
dilutive potential equity shares.
(i) Profit attributable to equity shareholders (diluted) Rs. In Millions

March 31, 2020 March 31, 2019
Profit for the year, attributable to equity shareholders of 349.49 314.38
the Company
Total 349.49 314.38
(ii) Weighted average number of equity shares (diluted)

March 31, 2020 March 31, 2019
Weighted average number of equity shares outstanding 10,362,042 10,713,110
(basic)
Add: Effect of dilutive stock option - 2,314
Weighted average number of equity shares for 10,362,042 10,715,424
calculating diluted EPS
Earnings Per Share - Diluted (in Rs.) (Face Value Rs. 10/- per share) 33.73 29.35
Note 29: Disclosure as required under Ind AS 19 - ‘Employee Benefits’
a) Compensated Absences
The Company provides for the encashment of leave or leave with pay to offshore employees.
The employees are entitled to accumulate leave subject to certain limits, for future availment/
encashment. The liability is provided based on the number of days of unutilised days of leave at each
Balance Sheet date on the basis of year-end actuarial valuation using projected unit credit method.
The scheme is unfunded.

Rs. In Millions
March 31, 2020 March 31, 2019
Liability at the beginning of the year 10.19 13.30
Leave salary cost accounted for the year (Net) 4.26 (3.11)
Total liability as at the end of the year 14.45 10.19
Note 29.1: Refer Note 18 for Long term benefits and Note 21 for Short term benefits.
b) Post-employment obligations
(i) Defined contribution plan - Provident Fund & Social Security Schemes Rs. In Millions
March 31, 2020 March 31, 2019
Employer's contribution accounted for the year (includes 65.20 58.43
EDLI Charges and Employer's Contribution to Employee's
Pension Scheme, 1995) (Refer Note 25)
Total 65.20 58.43
(ii) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount
of gratuity payable on retirement/ termination is the employees’ last drawn basic salary per month
computed proportionately for 15 days salary multiplied by the number of years of service. The gratuity
plan is a funded plan and the Company makes contributions to Life Insurance Corporation of India
(LIC) as per New Group Gratuity Cash Accumulation Plan for Pension and Group Schemes Fund
by Insurance Regulatory and Development Authority (IRDA) Regulations . The Company does not
fully fund the liability and maintains a target level of funding to be maintained over a period of time
based on estimations of expected gratuity payments.
Defined Benefit Plan - Gratuity Rs. In Millions

March 31, 2020 March 31, 2019
i) Change in Present Value of Defined Benefit Obligation
Present Value of Defined Benefit Obligation at the 86.22 82.09
beginning of the year
Interest cost 5.53 5.46
Current service cost 11.75 11.32
Benefits paid (15.88) (15.46)
Past Service Cost - 0.21
Actuarial (Gain)/Loss on obligations- due to change in - -
demographic assumptions
Actuarial (Gain)/Loss on obligations- due to change in 4.05 1.07
financial assumptions
Actuarial (Gain)/Loss on obligations- due to change in 2.75 1.53
experience
Present value of obligation as at end of the year 94.42 86.22

Defined Benefit Plan - Gratuity (Contd.) Rs. In Millions
March 31, 2020 March 31, 2019
ii) Change in fair value of Plan Assets
Fair value of plan assets at the beginning of the year 84.82 75.92
Expected return on plan assets 5.82 5.68
Contributions made 11.00 18.46
Benefits paid (15.88) (15.46)
Return on plan assets, excluding amounts included in 0.56 0.22
interest (expense)/ income
Fair value of plan assets at the end of the year 86.32 84.82
iii) Amount recognized in the Balance Sheet

Present value of the obligation as at end of the year 94.42 86.22
Fair value of plan assets as at end of the year 86.32 84.82
Net obligation as at end of the year 8.10 1.40
Amount recognized in the Balance Sheet 8.10 1.40
Net asset/(liability) recognized - Current 8.10 1.40
Net asset/(liability) recognized - Non-current (Refer - -
Note (i) below)
iv) Expenses recognized in the Statement of Profit and

Loss for the year
Past service cost - 0.21
Net Interest on Net Defined benefit obligations (0.29) (0.22)
Total expense included in employee benefit expenses 11.46 11.31
v) Recognized in Other Comprehensive Income for the

year
Actuarial (Gain)/Loss on obligations- due to change - -
in demographic assumptions
Actuarial (Gain)/Loss on obligations- due to change 4.05 1.07
in financial assumptions
Actuarial (Gain)/Loss on obligations- due to change 2.74 1.53
in experience
Remeasurement - (return)/loss on plan assets (0.55) (0.22)
excluding amount included in net interest income
Recognized in Other Comprehensive Income 6.24 2.38

Defined Benefit Plan - Gratuity (Contd.) Rs. In Millions
March 31, 2020 March 31, 2019
vi) Actuarial assumptions
Discount rate - Current 6.15% 7.07%
Expected rate of return on plan assets 6.15% 7.07%
Salary Escalation - Current 7.00% 7.00%
Attrition rate 18.00% 18.00%
vii) Sensitivity Analysis
The sensitivity of the defined benefit obligation to
changes in the weighted principal assumptions is:
Impact on defined benefit obligation
Delta effect of +0.5% Change in Rate of discounting 92.18 84.26
Delta effect of -0.5% Change in Rate of discounting 96.78 88.28
Delta effect of +0.5% Change in Rate of Salary Escalation 96.78 88.29
Delta effect of -0.5% Change in Rate of Salary Escalation 92.13 84.20
Delta effect of +0.5% Change in Rate of Employee 94.23 86.15
turnover
Delta effect of -0.5% Change in Rate of Employee 94.62 86.30
turnover
Methodology adopted for asset liability management Projected Unit Projected Unit
(ALM) Credit Method Credit Method
Refer Note 29.2 (ii) below
viii) Maturity profile of defined benefit obligation
The weighted average duration of the defined benefit obligation is 10 years. The expected
maturity analysis of gratuity is as follows: Rs. In Millions
Projected benefits payable in future years from the For the year ended For the year ended
date of reporting March 31, 2020 March 31, 2019
1st Following year 14.96 14.14
2nd Following year 14.29 13.77
3rd Following year 13.09 12.68
4th Following Year 11.99 11.43
5th Following year 11.04 10.23
Sum of years 6 to 10 years 37.40 35.89
ix) Category of Plan assets

Funds managed by the Insurer 100% 100%
x) Risk exposure
This does not apply to the Company since it invests in the traditional plan of LIC, for which the
underlying assets are not known to the policy holders.

Note: 29.2:
(i) The Company has no legal obligation to settle the deficit in the funded plans with an immediate
contribution or additional one off contributions. The Company intends to continue to contribute
to the defined benefit plans based on short term expected pay-outs in line with the actuary’s
recommendations.
(ii) Usefulness & methodology adopted for sensitivity analysis
Sensitivity analysis is an analysis which will give the movement in liability if the assumptions
were not to be true on a different count. This only signifies the change in the liability if the
difference between the assumed & the actual is not following the parameters of the sensitivity
analysis.
Note 30: Financial Instruments- Fair Values and Risk Management
a) The following table shows the carrying amounts and fair values of financial assets and financial
liabilities, including their levels in the fair value hierarchy. It does not include fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a
reasonable approximation of fair value.
Rs. In Millions
As at March 31, 2020 Carrying Amount Fair Value
Fair Fair Value Amortised Total Level 1 Level 2 Level 3 Total
value through cost
through OCI*
profit or
loss
Financial Assets:
Security deposits - - - 17.03 17.03 - 17.83 - 17.83
non current
Trade receivables - - 644.84 644.84 - - - -
Cash and cash - - 617.38 617.38 - - - -
equivalents
Bank balances other - - 82.55 82.55 - - - -
than cash and cash
equivalents
Security deposits - - - 4.82 4.82 - - - -
current
Interest accrued on - - 0.76 0.76 - - - -
fixed deposits
Export Incentives - - 34.44 34.44 - - - -
Receivable
Unbilled Revenue - - 23.68 23.68 - - - -
Total - - 1,425.50 1,425.50 - 17.83 - 17.83
Financial Liabilities:
Lease Liability - - - 65.38 65.38 - - - -
Non Current
Lease Liability - - - 18.75 18.75 - - - -
Current
Trade payables - - 295.68 295.68 - - - -
Other current - - 196.16 196.16 - - - -
financial liabilities
Total - - 575.97 575.97 - - - -
* OCI represents Other Comprehensive Income
Note 30: Financial Instruments- Fair Values and Risk Management (Contd.) Rs. In Millions
Fair Fair Value Amortised Total Level 1 Level 2 Level 3 Total
value through cost
through OCI*
profit or
loss
Financial Assets:
non current
Cash and cash - - 831.65 831.65 - - - -
equivalents
than cash and cash
equivalents
current
fixed deposits
Export Incentives - - 50.44 50.44 - - - -
Receivable
Other receivables - - 0.80 0.80 - - - -
Total - - 1,232.59 1,232.59 - 8.82 - 8.82
Trade payables - - 184.02 184.02 - - - -
Other current - - 232.63 232.63 - - - -
Total - - 416.65 416.65 - - - -

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data the instrument
is included in Level 3.
There have been no transfers among Level 1, Level 2 and Level 3 during the current year and previous
year.

Note 30: Financial Instruments- Fair Values and Risk Management (Contd.)
b) Measurement of Fair Value
The Company uses Discounted Cash Flow valuation technique (in relation to Fair Value of asset
measured at amortised cost) which involves determination of present value of expected receipt/
payment discounted using appropriate discounting rates. The fair value so determined are classified
as Level 2.
c) Financial Risk Management
The Company is exposed primarily to fluctuations in foreign currency exchange rates, credit and
liquidity, which may impact the fair value of its financial instruments. The Company assesses the
unpredictability of the financial environment and seeks to mitigate potential adverse effects on the
financial performance of the Company.
(i) Credit Risk
Credit risk is the risk of financial loss arising from counterparty’s failure to repay or service debt
according to the contractual terms or obligations. Credit risk encompasses, both, the direct risk
of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit
risk of existing customer is controlled by continuous monitoring of the collection trend of each
customer on a periodical basis. With respect to a new customer, the Company uses external/
internal sources to assess the potential customer’s credit quality.
Financial instruments that are subject to concentrations of credit risk principally consist of trade
receivables, loans, cash and cash equivalents, other balances with banks and other financial
assets. None of the financial instruments of the Company result in material concentration of
credit risk.
Credit risk on cash and cash equivalents is limited as the Company generally invests in Fixed
deposits with banks having high credit ratings.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk was Rs. 1,425.50 Million (Previous Year: Rs. 1,232.59 Million) being the total
of the carrying amount of loans, trade receivables, cash and cash equivalents, other balances
with banks, loans and other financial assets.
Trade Receivables
Ind AS requires expected credit losses to be measured through a loss allowance. The Company
assesses at each Balance Sheet Date whether a financial asset or a group of financial assets is
impaired. The Company recognises lifetime expected losses for all contract assets and / or all
trade receivables that do not constitute a financing transaction. For all other financial assets,
expected credit losses are measured at an amount equal to the 12 months expected credit losses
or at an amount equal to the life time expected credit losses if the credit risk on the financial
asset has increased significantly since initial recognition.
The Company has used a practical expedient by computing the expected credit loss allowance for
trade receivables based on a provision matrix. The provision matrix takes into account historical
credit loss experience adjusted for forward-looking information. The concentration of credit risk
is limited due to the fact that the customer base is large and unrelated. The expected credit loss
allowance is based on the ageing of the days the receivables are due and the rates as given in
the provision matrix.

The following table gives the details in respect of the amount and percentage of trade receivables
from major customers:
Rs. In Millions
March 31, 2020 March 31, 2019
Trade receivables from major customers 131.58 139.31
Percentage of Trade Receivables from major customers 20% 46%
The Company has computed the credit loss allowance based on the Expected Credit Loss model
which excludes transactions with its wholly owned subsidiaries.
The movement in the expected credit loss allowance is as follows:
Rs. In Millions
March 31, 2020 March 31, 2019
Balance at beginning of the year 0.34 1.34
Impairment loss (reversed) (0.32) (1.00)
Balance at end of the year 0.02 0.34
(ii) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Such changes in the values of financial instruments may
result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and
other market changes. The Company’s exposure to market risk is primarily on account of foreign
currency exchange rate risk.
a) Foreign Currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the Statement
of Profit and loss, where any transaction references more than one currency or where assets/
liabilities are denominated in a currency other than the functional currency of the respective
entities. Considering the countries and economic environment in which the Company
operates, its operations are subject to risks arising from fluctuations in exchange rates in
those countries. The risks primarily relate to fluctuations in USD, EURO and GBP against the
functional currency of the Company. The Company evaluates the impact of foreign exchange
rate fluctuations by assessing its exposure to exchange rate risks.

Exposure in Foreign Currency (FCY) - Unhedged
Particulars FCY March 31, 2020 March 31, 2019

Amount Amount Amount Amount
in FCY (in (Rs. in in FCY (in (Rs. in
Millions) Millions) Millions) Millions)
Trade receivables GBP 0.98 91.03 0.73 65.72
Trade receivables USD 2.64 198.82 0.93 64.56
Trade receivables EUR 2.57 213.56 1.52 117.87
Cash and Cash Equivalents GBP 1.06 98.95 2.62 237.49
Cash and Cash Equivalents USD 0.75 56.18 0.68 46.93
Cash and Cash Equivalents EUR 2.59 215.26 4.86 377.57
Loans USD - * 0.01 0.20 15.54
Other Current Financial Assets USD 0.48 36.28 0.73 50.44
Trade Payables GBP - - 0.01 0.54
Trade Payables USD 1.17 88.14 0.11 7.44
Trade Payables EUR 0.18 14.60 0.03 2.24
Other Current Financial Liabilities GBP - - 0.08 7.49
Other Current Financial Liabilities EUR 0.34 28.37 0.49 37.95
Other Current Financial Liabilities USD 0.03 2.13 0.08 5.51
*Denotes amounts in the respective foreign currency less than 5,000/-.
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency
denominated financial instruments.
Rs. In Millions
Particulars Impact on profit after tax
March 31, 2020 March 31, 2019
GBP Sensitivity
INR/GBP - Increased by 5%* 9.50 14.76
INR/GBP - Decreased by 5%* (9.50) (14.76)
USD Sensitivity
INR/USD - Increased by 5%* 10.05 8.23
INR/USD - Decreased by 5%* (10.05) (8.23)
EUR Sensitivity
INR/EUR - Increased by 5%* 19.29 22.76
INR/EUR - Decreased by 5%* (19.29) (22.76)
* Holding all other variables constant

b) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company’s exposure to the risk of
changes in market interest rates relates to investments which are primarily short-term fixed
deposits, which do not expose it to significant interest rate risk.
(iii) Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The
objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds
are available for use as per requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows and by matching the maturity profiles of financial assets and
liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting
date:
Rs. In Millions
As at March 31, 2020 Carrying Contractual cash flows
amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Non-Current
Other non-current 65.38 65.38 - 14.44 50.94 -
financial liabilities - Lease
Liability
Current
Trade Payables 295.68 295.68 295.68 - - -
Other Current Financial 18.75 18.75 18.75 - - -
Liabilities - Lease Liability
Liabilities-Others
Rs. In Millions
amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Current
Trade Payables 184.02 184.02 184.02 - - -
Liabilities

Note 31: Capital Management
The Company manages its capital to ensure that it will be able to continue as going concern while
maximizing the return to stakeholders. The Company is not subject to any externally imposed capital
requirements.
Note 32: Employee Stock Option Plan
a) The Company provides share based payment schemes to its employees. During the year ended March
31, 2019, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme
and the grant are as below:
On April 29, 2011 the Board of Directors approved the equity settled ESOP Scheme 2011 (Scheme
2011) for issue of stock options to the key employees and directors of the Company setting aside
1,005,100 options under this scheme. According to the Scheme 2011, the employees selected by the
Remuneration Committee from time to time would be entitled to options, subject to satisfaction
of the prescribed vesting conditions, viz., continuing employment of 3 years. The contractual life
(comprising vesting period and exercise period) of options granted is 8 years. The other relevant
terms of the grant are as below:
Particulars Options granted on

October 25, 2012
Vesting period 3 years
Exercise period 5 years
Exercise price Rs. 114.70
Market price on the date of grant Rs. 114.70
The details of activity under the Scheme 2011 are summarized below:
Particulars March 31, 2020 March 31, 2019

No. of Weighted No. of Weighted
options Average Exercise options Average Exercise
Price WAEP (Rs.) Price WAEP (Rs.)
Outstanding at the beginning of - - 3,000 114.70
the year
Granted during the year - - - -
Forfeited during the year - - - -
Exercised during the year - - 3,000 114.70
Outstanding at the end of the year - - - -
Exercisable at the end of the year - - - -
Weighted average fair value of stock options granted during the year - No Options have been granted
during the current year and the previous year.
b) The Holding Company, Expleo Technology Germany GmbH (formerly known as Expleo Technology
Germany AG), Germany had granted 20,000 stock options to senior employees of the Group in March,
2016. These options were to vest over a period of four years from the date of the grant i.e. March 18,
2016 and could be exercised within five years from the end of the vesting period i.e. May 31, 2025. The
Holding Company did not charge any cost for this benefit.

During the Financial Year 2017-18 the shares of Expleo Technology Germany GmbH (formerly known as
Expleo Technology Germany AG), got acquired by Assystems Services Deutschland GmbH including
the stock options. This resulted in vesting of the aforementioned options on an accelerated basis
and the stock options were exercised and settled in the previous year. There were no outstanding
options at the end of the previous year and hence no contractual life of options outstanding at the
end of March 31, 2018 and March 31, 2019. The opening balance of stock options as at April 01, 2017
and the options exercised during the previous Financial Year 2017-18 were 20,000 stock options. The
weighted average price as at April 01, 2017 was Rs. 418.27 and the exercise price was Rs. 744.98.
Fair Value of options granted
The fair value of the option at the grant date of Rs. 65.14 (GBP 0.685) has been determined as the
difference between the weighted average of the share price at the date of grant as reduced by the
exercise price.
The Exercise price of the stock option at the date of grant by Expleo Technology Germany GmbH
(formerly known as Expleo Technology Germany AG), Germany was determined as follows:
The Option Price was based on the average (mean) of the closing prices for Depositary Interests of
the Company (ISIN DE 005493514) on the AIM segment of the London Stock Exchange (hereinafter
the “AIM Trading”) determined in British Pound (“GBP”) on the last 20 trading days preceding the
day of the offer to subscribe (“Reference Price”) minus a deduction of 15% from the Reference Price.
These stock options were accounted for as an equity settled share based payment transaction in the
financial statements of the Company in accordance with Ind AS 102 ‘Share Based Payments’.
Note 33: Buy back
The Shareholders approved the proposal of Buyback of Equity Shares recommended by the Board of
Directors, in its meeting held on January 31, 2019, through the postal ballot that concluded on March 28,
2019.
The buyback was offered to all eligible Equity Shareholders of the Company (other than the Promoters,
the Promoter Group and Persons in control of the Company) under the tender offer route on a
proportionate basis. The tender period for the buyback opened on May 30, 2019 and closed on June 13,
2019.
The Company has bought back and extinguished 4,60,896 Equity Shares at an average buyback price
of Rs. 550/- per equity share, constituting approximately 4.30% of the pre-buyback paid-up Equity Share
Capital of the Company. The buyback resulted in Rs. 261.11 Million (including Rs. 7.6 Million towards
transaction cost of buy-back) cash outflow. The Company funded the buyback from its free reserves
(i.e. Securities Premium and Retained Earnings).
The Company has in accordance with the provisions of Section 69 of the Companies Act, 2013, created
‘Capital Redemption Reserve’ amounting to Rs. 4.61 Million equal to the nominal value of the shares
bought back as an appropriation from Retained Earnings.
Note 34: Asset pledged as security
The Company has a bank guarantee facility with a bank which is secured by Fixed deposits (Previous
year secured by hypothecation of book debts) of the Company, both present and future. There is no
outstanding amount due on this account as at the end of the current year and the previous year.

Note 34: Asset pledged as security (Contd.) Rs. In Millions
March 31, 2020 March 31, 2019
Current
Financial Assets
First Charge
Current Assets - Fixed Deposits with banks 10.00 -
Current Assets - Trade Receivables - 254.94
Total assets pledged as security 10.00 254.94
Note 35: Disclosure required under Ind AS 116 “Leases”

The Company has entered into operating leases for its office buildings. These leases have terms of 3 to 6
years. Future minimum contractual rentals payable under non-cancellable operating leases as at March
31, 2020 is Rs. 84.13 Million.
The Company has used modified retrospective approach as per para C5(b) of Ind AS 116. Accordingly,
as per para C7 of Ind AS 116, the comparatives have not been retrospectively adjusted. The effect of
adoption of Ind AS 116 is Rs. Nil and hence there is no adjustment on the opening balance of the retained
earnings.
The difference between the future minimum lease rental commitments towards non-cancellable
operating leases reported as at March 31, 2019 compared to the lease liability as accounted as at April
1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of
the leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and
exclusion of the commitments for the leases to which the Company has chosen to apply the practical
expedient as per the standard.
The Company used a practical expedient and did not recognise right-of-use assets and liabilities
for leases for which the lease term ends within 12 months of the date of initial application. The lease
payments associated with these amounting to Rs. 3.08 Million are recognised as expenses on a straight
line basis over the lease term.
On transition to Ind AS 116, the Company recognised right-of-use assets amounting to Rs. 106.18 Million
and related accumulated depreciation amounting to Rs. 23.24 Million (refer Note 3).
The movement in Lease Liabilities during the year ended March 31, 2020 is as follows : Rs. In Millions
Liability as at April 1, 2019 101.30
Interest expenses 10.60
Payment of Lease Liabilities (27.77)
Liability as at March 31, 2020 84.13
The Lease Liabilities amounting to Rs. 84.13 Million comprises of Non Current Lease liabilities of Rs. 65.38
Million (refer Note 17) and current lease liability of Rs. 18.75 Million (refer Note 19) as at March 31, 2020. The
contractual maturities of lease liabilities as of March 31, 2020 is disclosed in Note 30.
The incremental borrowing rates derived by a valuer, on the basis of the borrowing rate for each lease
contract for the remaining life of the lease contract, adjusted with the credit profile of the Company,
are used for each of the office buildings separately and the average lessee’s incremental borrowing rate
applied to lease liabilities recognised in the balance sheet at the date of initial application ranges from
12.17% to 12.59%.

Reconciliation between operating lease commitments disclosed in financials as at March 31, 2019
applying Ind AS 17 (discounted) and lease liabilities recognised in the statement of financial position as
at April 1, 2019 i.e. date of initial application.
Rs. In Millions
Opening Balance of Lease as at March 31, 2019 63.54
Additional Lease commitments based on expected extension of Lease term 37.76
Lease liability as at April 1, 2019 101.30
Note: The Opening balance of lease excludes the properties which are not considered as lease as per
Ind AS 116.
Note 36: Contingent Liabilities and Commitments
Rs. In Millions
March 31, 2020 March 31, 2019
a) Contingent Liabilities
(i) Claims against the Company not acknowledged as debt :
Service Tax related matters 786.38 786.38
Income Tax related matters 116.07 104.19
(ii) Guarantees
Counter Guarantees issued to the bank 3.09 5.04
b) Commitments - -
Estimated amount of contracts remaining to be executed on 1.67 0.46
capital account and not provided for (net of advance)
The Service Tax Authorities had made a demand for Rs.329.14 Million along with interest and penalty for an
equivalent amount, towards tax leviable for certain services rendered by the Company for the period April,
2011 to March, 2016. The Service Tax Authorities had also made a demand for Rs. 126.90 Million along with
interest and penalty of Rs.1.2 Million towards tax leviable for certain services rendered by the Company for
the period April, 2016 to June, 2017. The Company has filed an appeal before the Central Excise and Service
Tax Appellate Tribunal (CESTAT) for both the demands and the Management expects it’s position to be
upheld by the Authorities in respect of both the demands.
Contingent liabilities include demand from the Income tax authorities for payment of additional tax of
Rs.114.89 Million for the fiscal years 2008-09, 2009-10, 2011-12, 2012-13, 2013-14, 2014-15, 2015-16, 2016-17 and
2017-18. The tax demand is mainly on account of disallowance of a portion of the deduction claimed by
the Company under Section 10A/10AA of the Income Tax Act and also other expenses disallowed. The
Company has filed appeals before CIT (Appeals), ITAT and Madras High Court. The Company has also paid
an amount of Rs.32.73 Million (after adjusting the refund of Rs.10.74 Million related to earlier years), towards
the outstanding demand (under protest). The Management believes that its position in respect of all the
years will be upheld by the Authorities.
Note 37: Micro and Small Enterprises
Disclosure of trade payables and other liabilities is based on the information available with the Company
regarding the status of the suppliers as defined under the “Micro, Small & Medium Enterprises
Development (MSMED Act), 2006”. There is no amount overdue to Micro & Small Enterprises on account
of principal amount together with interest.

Note 37: Micro and Small Enterprises (Contd.) Rs. In Millions

March 31, 2020 March 31, 2019
a) The Principal amount and interest due thereon remaining
unpaid to suppliers under the Micro, Small and Medium
Enterprises Development Act, 2006 (27 of 2006).
Principal - -
Interest - -
b) The amount of interest paid by the buyer in terms of Section - -
16 of the Micro, Small and Medium Enterprises Development
Act, 2006 (27 of 2006), along with the amount of the payment
made to the supplier beyond the appointed day during each
accounting year.
c) Amount of interest due and payable for the period of delay - -
in making payment (which has been paid but beyond the
appointed day during the year) but without adding the interest
specified under the Micro, Small and Medium Enterprises
Development Act, 2006.
d) Amount of interest accrued and remaining unpaid at the end of - -
the accounting year; and
e) Amount of further interest remaining due and payable even in - -
the succeeding years until such date when the interest dues
above are actually paid to the small enterprise, for the purpose
of disallowance of a deductible expenditure under Section 23
of the Micro, Small and Medium Enterprises Development Act,
2006.
Note 38: Amount paid to Auditors

Rs. In Millions
March 31, 2020 March 31, 2019
Payments to the Auditors as:
a) Auditor 1.45 1.15
b) For Other Services 1.13 0.30
c) For Reimbursement of expenses 0.30 0.30
Total 2.88 1.75
Note 39: Foreign Exchange Difference

The amount of exchange gain included in the Statement of Profit & Loss is Rs. 43.97 Million (Previous
Year: Loss of Rs. 26.94 Million).

Note 40: Corporate Social Responsibility
The Company has spent Rs. 7.83 Million during the current year (Previous Year: Rs. 7.97 Million) as per
provisions of Section 135 of the Companies Act, 2013 towards Corporate Social Responsibility (CSR)
activities grouped under Note 27 ‘Other Expenses’.
a) The Gross amount required to be spent by the Company during the year is Rs. 7.83 Million (Previous
Year: Rs. 7.97 Million).
b) Amount spent during the year on:
Rs. In Millions
Particulars Amount spent Amount yet to Total Amount
in cash be paid in cash
Year ended March 31, 2020
(i) Construction/ Acquisition of any Asset - - -
(ii) On purposes other than (i) above 7.83 - 7.83
Total 7.83 - 7.83
Year ended March 31, 2019
(i) Construction/ Acquisition of any Asset - - -
(ii) On purposes other than (i) above 7.97 - 7.97
Total 7.97 - 7.97
Note 41: Segment Information
The Company publishes these Standalone Financial Statements along with the Consolidated Financial
Statements. In accordance with the Ind AS 108 ‘Operating Segments’, the Company has disclosed the
segment information in the Note 37 of the Consolidated Financial Statements.
Note 42: Disclosures as required under Ind AS 24 ‘Related Party Disclosures’
a) Related Parties and their relationship
(i) Ultimate Holding Entities:
Ardian LBO Fund VI B
Assystem SA, France
(ii) Holding Company:
Expleo Technology Germany GmbH (formerly known as Expleo Technology Germany AG)
(iii) Subsidiaries:
% Holding as % Holding as
Name of Subsidiary Country at March 31, at March 31,
2020 2019
Expleo Solutions Pte. Ltd. Singapore 100% 100%
Expleo Solutions Inc. (formerly United States of America 100% 100%
known as SQS BFSI Inc.)
Expleo Solutions UK Ltd. United Kingdom 100% 100%
Expleo Solutions FZE, (formerly United Arab Emirates 100% 100%
known as SQS BFSI FZE,)

(iv) Key Management Personnel (KMP)
Aarti Arvind - Managing Director & CEO (upto August 31, 2018)
Balaji Viswanathan - Managing Director & CEO (w.e.f. September 1, 2018)
K. Ramaseshan - Executive Director (upto July 17, 2018) and Chief Financial Officer (CFO) (upto
September 21, 2018)
David Bellin - Chairman & Non-Executive Director (upto May 4, 2018)
René Gawron - Chairman and Non-Executive Director (Chairman w.e.f. January 31, 2019, upto October
15, 2019)
Prof. K. Kumar - Deputy Chairman & Independent Director
Prof. S. Rajagopalan - Independent Director
Lilian Jessie Paul - Independent Director
Rajiv Kuchhal - Independent Director
Ulrich Bäumer - Independent Director
Ralph Franz Gillessen - Non-Executive Director (w.e.f. August 9, 2018)
Diederik Vos- Chairman & Non-Executive Director (Chairman w.e.f May 04, 2018, upto January 2, 2019)
(Non-Executive Director w.e.f. October 26, 2017 upto January 2, 2019)
Olivier Aldrin- Non-Executive Director (w.e.f January 31, 2019)
Desikan Narayanan - Chief Financial Officer (CFO) (w.e.f. September 24, 2018)
Phani Thangirala - Senior Director - BFSI (w.e.f April 1, 2019)
(v) Fellow Subsidiaries:
Expleo India Infosystems Private Limited (formerly known as SQS India Infosystems Private Limited)
Expleo Group Austria GmbH (formerly known as SQS Software Quality Systems Ges.mbH, Austria)
Expleo Technology UK Limited (formerly known as SQS Group Limited)
Expleo Technology Ireland Limited (formerly known as SQS Software Quality Systems (Ireland)
Limited)
Expleo Technology Egypt (formerly known as SQS Software Quality Systems Egypt S.A.E)
Expleo Netherlands B.V. (formerly known as SQS Nederland)
Expleo South Africa Holding (PTY) Limited (formerly known as SQS Group Limited, South Africa)
Expleo Stockholm AB
SQS Group Ltd, Belfast, Ireland
(vi) Post Employment benefit plan:
Expleo Solutions Employees’ Group Gratuity Scheme (formerly known as SQS India BFSI Ltd Group
Gratuity Scheme)
(vii) Consolidating Company
Expleo Group SAS, France
(viii) Entities under common control
Expleo France SASU
Expleo Technologies India Private Limited (formerly known as Assystem Technologies India Private
Limited)

b) Transactions with Related Parties:
Rs. In Millions
For the year For the year
Nature of
Particulars Name of the Related Party ended ended
Relationship
March 31, 2020 March 31, 2019
Income
Income from the Holding Company Expleo Technology Germany 7.61 24.52
service rendered GmbH (formerly known as
Expleo Technology Germany
AG), Germany
Consolidating Expleo Group SAS, France 2.12 -
Company
Subsidiary Expleo Solutions Pte. Ltd. 135.01 219.16
Subsidiary Expleo Solutions UK Ltd. 620.64 994.59
Subsidiary Expleo Solutions Inc., USA 79.48 124.69
(formerly known as SQS BFSI
Inc., USA)
Fellow Subsidiary Expleo Stockholm AB 1.31 -
Fellow Subsidiary Expleo Group Austria GmbH 165.66 151.13

(formerly known as SQS
Software Quality Systems Ges.
mbH, Austria)
Fellow Subsidiary Expleo Technology Ireland 193.35 120.24
Limited (formerly known as
SQS Software Quality Systems
(Ireland) Limited)
Fellow Subsidiary Expleo India Infosystems 2.81 4.05
Private Limited (formerly known
as SQS India Infosystems
Private Limited)
Fellow Subsidiary Expleo Netherlands B.V. - 0.03
Nederland)
Fellow Subsidiary Expleo South Africa 16.19 14.63
(PTY) Limited (formerly known
as SQS Group Limited, South
Africa)

b) Transactions with Related Parties: (Contd.) Rs. In Millions
Nature of
Relationship
March 31, 2020 March 31, 2019
Expenses
Managerial KMP Aarti Arvind * - 6.91
remuneration KMP Balaji Viswanathan 16.31 9.94
KMP K. Ramaseshan - 7.66
KMP Desikan Narayanan 6.60 3.99
KMP Phani Thangirala 10.08 9.48
Directors’ KMP Prof. K. Kumar 1.40 1.39
Sitting Fees and KMP Prof. S. Rajagopalan 1.32 1.41
Commission
KMP Rajiv Kuchhal 1.26 1.25
KMP David Bellin - 0.04
KMP Ulrich Bäumer 0.96 1.01
KMP Lilian Jessie Paul 1.16 1.19
Expenses for Holding Company Expleo Technology Germany 1.40 -

services rendered GmbH (formerly known as
AG), Germany
Subsidiary Expleo Solutions Pte. Ltd. 113.99 142.15
Inc., USA)
Subsidiary Expleo Solutions FZE, UAE 204.77 140.33
FZE, UAE)
Private Limited)
Fellow Subsidiary Expleo Netherlands B.V. 10.36 11.97
Nederland)
Entity under Expleo Services SASU, France 0.06 -
common control

Nature of
Relationship
March 31, 2020 March 31, 2019
Other Transactions
Contribution Post employment Expleo Solutions Employees' 11.00 15.00
paid to the Group benefit plan Group Gratuity Scheme
Gratuity Scheme (formerly known as SQS
India BFSI Ltd Group Gratuity
Scheme)
Final Dividend Holding Company Expleo Technology Germany - 115.18
Paid GmbH (formerly known as
AG), Germany
Buy back of shares KMP Rajiv Kuchhal 4.86 -
Cost Holding Company Expleo Technology Germany 1.46 2.08

Reimbursement GmbH (formerly known as
Received Expleo Technology Germany
AG), Germany
Private Limited)
mbH, Austria)
(Ireland) Limited)
Fellow Subsidiary Expleo Netherlands B.V. - 0.11
Nederland)
Fellow Subsidiary Expleo South Africa Holding 2.28 1.43
(PTY) Limited (formerly known
as SQS Group Limited, South
Africa)
Fellow Subsidiary SQS Group Ltd, Belfast, Ireland - 1.30

Nature of
Relationship
March 31, 2020 March 31, 2019
Cost Holding Company Expleo Technology Germany 0.37 -
Reimbursement GmbH (formerly known as
Paid Expleo Technology Germany
AG), Germany
Subsidary Expleo Solutions UK Ltd. 90.04 44.05
Subsidary Expleo Solutions Inc., USA 1.30 8.03
Inc., USA)
Subsidary Expleo Solutions FZE, UAE - 1.82
FZE, UAE)
Private Limited)
Entity under Expleo Technologies India 2.36 0.86
common control Private Limited (formerly known
as Assystem Technologies India
Private Limited)
Rs. In Millions
Particulars Nature of Name of the Related Party As at As at
Relationship March 31, 2020 March 31, 2019
Outstanding
Balances
Amounts Holding Company Expleo Technology Germany 4.79 0.84
Receivable from GmbH (formerly known as
AG), Germany
(Ireland) Limited)
mbH, Austria)
Fellow Subsidiary Expleo India Infosystems Private 0.75 0.95
SQS India Infosystems Private
Limited)

Fellow Subsidiary Expleo South Africa (PTY) 12.08 0.30
Limited (formerly known as SQS
Group Limited, South Africa)
Amounts Payable
to Subsidiary Expleo Solutions Pte. Ltd. 76.07 13.87
Inc., USA)
FZE, UAE)
SQS India Infosystems Private
Limited)
Fellow Subsidiary Expleo Netherlands B.V. 2.09 1.34
Nederland)
Fellow Subsidiary Expleo Group Austria GmbH 1.86 -
mbH, Austria)
Entity under Expleo Technologies India 0.17 0.80
common control Private Limited (formerly known
as Assystem Technologies India
Private Limited)
Post employment Expleo Solutions Employees' 8.11 1.40
benefit plan Group Gratuity Scheme
India BFSI Ltd Group Gratuity
Scheme)
Provision for
expenses KMP Balaji Viswanathan 3.39 2.76
KMP Prof. K. Kumar 0.90 0.91
KMP Prof. S. Rajagopalan 0.90 0.91

Investments Subsidiary Expleo Solutions Pte. Ltd. 2.66 2.66
Inc., USA)
FZE, UAE)
* includes perquisite value of motor car and other benefits as per the service contract including
incentive.
Details of Compensation paid to KMP Rs. In Millions
Particulars Nature of Details For the year ended For the year ended
Employee KMP Short term 32.99 28.44
benefit expenses benefits
Post employment - -
benefits**
Other long term - -
benefits**
Termination - -
benefits
Share based - -
payments
Total 32.99 28.44
** Remuneration to Key Managerial Personnel does not include charge for gratuity and compensated
absences, as employee-wise breakup is not available.
Note 43 : Disclosure made in terms of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Rs. In Millions
Particulars Name of the Amount Maximum
Company outstanding amount of
as on March outstanding
31, 2020 during the year
a) Loans and advances
i) Loans and advances in nature of loans made to None Nil Nil
Subsidiary Company
ii) Loans and advances in nature of loans made to None Nil Nil
Associate Company

Rs. In Millions
Particulars Name of the Amount Maximum
Company outstanding amount of
as on March outstanding
31, 2020 during the year
iii) Loans and advances in the nature of loans made None Nil Nil
to firms/ companies in which directors of the
Company are interested
b) Investment by the loanee in the shares of parent None Nil Nil
Company and subsidiary Company, when the
Company has made a loan or advance in the nature
of loan.
Note 44: Disclosure under section 186(4) of the Companies Act, 2013
Details of investments made are disclosed under Note 4. There are no loans or guarantees given by
the Company.
Note 45: Previous Year’s Figures
Previous year’s figures have been regrouped/ reclassified wherever necessary to conform to current
year’s classification.
Signatures to the Notes to the Standalone Financial Statements

For and on behalf of the Board

Deputy Chairman & Director Managing Director & CEO Chief Financial Officer Company Secretary & Compliance
Officer

Place : Bengaluru Place : Bengaluru Place : Chennai Place : Chennai
Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020

CONSOLIDATED INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT

To the Members of Expleo Solutions Limited (formerly known as SQS India BFSI Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying Consolidated Ind AS financial statements of Expleo Solutions
Limited (formerly known as SQS India BFSI Limited) (“the Holding Company”) and its subsidiaries
(Holding Company and its subsidiaries together referred to as “the Group”), which comprise the
consolidated Balance Sheet as at March 31, 2020, and the consolidated Statement of Profit and Loss
(including other comprehensive income), the consolidated Statement of Changes in Equity and the
consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated Ind AS
financial statements, including a summary of significant accounting policies (“the consolidated Ind AS
financial statements”).
aforesaid consolidated Ind AS financial statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at
March 31, 2020, of consolidated profit, consolidated changes in equity and its consolidated cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
section of our report. We are independent of the Group in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that
are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated Ind AS financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue Recognition – Accuracy of recognition of revenue for fixed-price contracts on percentage of
completion method involving critical estimates.
The Group derives revenue from software services Our procedures included:
which involve primarily delivering software Assessment of the appropriateness of the
validation and verification services to the Group’s revenue recognition policy for fixed-price
banking, financial services and insurance industry contracts to ensure that it meets the recognition
worldwide. Arrangements with customers and measurement principles enumerated in
include fixed-price contracts, revenue whereof is Ind AS 115 including disclosures in the financial
recognised on proportionate completion method statements.
on the basis of the work completed.


The use of proportionate completion method Obtained an understanding of the process and
requires the Group to estimate the efforts or costsrelated controls for appropriate recognition
expended to date as a proportion to total efforts of revenue. Evaluating the design and
or costs to be expended. implementation, and testing the operating
These estimates of efforts or costs to be expended effectiveness of such controls over the revenue
has a high inherent uncertainty which is based recognition and measurement criteria.
on the judgements made by the Management in Tested fixed price contracts to assess whether the
ascertaining the costs and the efforts required to revenues recognised to date were appropriate; this
complete the remaining contractual performance work included reviewing stage of completion by
obligations. In view of the same, there is a risk reference to post year end data and understanding
of revenue for the year being misstated due to budget versus actual variances where applicable
incorrect recognition of accrued or deferred and the impact on revenue to be recognised by
revenue as a result of using overstated / reference to the stage of completion.
understated estimates of the costs and efforts to We performed cut-off testing for a sample of
complete the remaining contractual performance revenue transactions around the period end
obligations. date, to check that they were recognised in the
(Refer Note 2(b)(i) and Note 2(c) to the Consolidated appropriate period.
Financial Statements) Evaluated the judgements made through
discussions with project staff.
Assessing the adequacy of the Group’s disclosures
about the degree of estimation involved in
revenue recognition.
2. Direct Tax Provisions – Uncertain Tax Positions
The Group has extensive international operations Our procedures included:
and in the normal course of the business, the An understanding of:
Management makes significant judgements and
• the Group’s tax strategy and transfer pricing
estimates in relation to transfer pricing tax issues
policy;
and in assessing tax exposures in each jurisdiction,
many of which require interpretation of local laws, • the methodology for the calculation of the tax
including amount expected to be paid/recovered charge particularly in relation to any changes
for uncertain tax positions. implemented during the current financial
year; and
Where the amount of tax payable is uncertain,
the Group establishes provisions based on • management’s controls over tax reporting.
management’s judgement of the probable We assessed the appropriateness of the tax
amount of liability. This is a key judgement onprovisions created by the Group and their use
account of the Group operating in a number of of estimates and judgements by involving
varying tax jurisdictions, the complexity of transfer
our inhouse tax specialist team, having
pricing and other international tax legislations.
discussions with the Company’s management,
Given this judgement, there is a risk that tax assessed recent pronouncements affecting the
provisions are misstated. methodology for calculation of tax charge and
copies of external tax advice reports related to
tax treatments applied and the corresponding
provisions recorded.
We have also evaluated whether the liabilities and
potential exposures were appropriately disclosed
in the Financial Statements.

Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report namely, the Chairman’s Overview, the
Performance Highlights – Decade at a Glance (on a consolidated basis), the Director’s Report including
annexures to the Director’s Report, the Management Discussion and Analysis, Business Responsibility
Report and the Corporate Governance Report etc., but does not include the consolidated financial
statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we will
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Act with respect to preparation of these consolidated Ind AS financial statements in terms of the
requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated
financial performance (including other comprehensive income), consolidated statement of changes in
equity and consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The
respective Board of Directors of the companies included in the Group are responsible for maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Group and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error, which have been used for the purpose of
preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company,
as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the
companies included in the Group are responsible for assessing the ability of the Group to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless Management either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing
the financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these consolidated Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Holding Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
(d) Conclude on the appropriateness of Management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the ability of the Group to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the consolidated Ind AS financial
statements, including the disclosures, and whether the consolidated Ind AS financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated Ind AS financial
statements. We are responsible for the direction, supervision and performance of the audit of the
financial statements of the entities included in the consolidated Ind AS financial statements of
which we are the independent auditors.
Materiality is the magnitude of misstatements in the consolidated Ind AS financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the consolidated Ind AS financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
We communicate with those charged with governance of the Holding Company and such other entities
included in the consolidated Ind AS financial statements of which we are the independent auditors
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated Ind AS financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind
AS financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated Ind AS financial statements have been kept so far as it appears from our examination
of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Consolidated Statement of Cash Flows and the Consolidated Statement
of Changes in Equity dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated Ind AS financial statements.
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.
(e) On the basis of the written representations received from the directors of the Holding Company as
on March 31, 2020 taken on record by the Board of Directors of the Holding Company, none of the
directors of the Holding Company are disqualified as on March 31, 2020 from being appointed as a
director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of internal financial controls with reference to financial statements of
the Group and the operating effectiveness of such controls, refer to our separate report in Annexure A.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of Section 197(16) of the Act, as amended:
remuneration paid by the Holding Company to its directors during the year is in accordance with the
provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group. Refer Note 35(a) to the consolidated Ind AS financial
statements.
ii. The Group did not have any material foreseeable losses on long-term contracts including
derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Holding Company.
FARHAD M. BHESANIA
Partner
UDIN: 20127355AAAACE3066
Place: Mumbai
Date: May 28, 2020

ANNEXURES TO CONSOLIDATED INDEPENDENT AUDITOR’S REPORT
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent
Auditor’s Report to the members of the Company on the Consolidated Ind AS Financial Statements
for the year ended March 31, 2020.
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to financial statements of Expleo
Solutions Limited (formerly known as SQS India BFSI Limited) (“the Holding Company”), as at March 31,
2020 in conjunction with our audit of the consolidated Ind AS financial statements of the Company for
the year ended and as on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Holding Company are responsible for establishing and maintaining
internal financial controls based on the internal control over financial reporting criteria established by
the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute
of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to the Holding Company’s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Holding Company’s internal financial controls with
reference to financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under
Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls with reference to
financial statements were established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system with reference to financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of internal financial controls with reference to financial statements, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated Ind AS financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Holding Company’s internal financial controls system with reference to
Meaning of Internal Financial Controls with reference to Financial Statements
A Company’s internal financial control with reference to financial statements is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated Ind AS financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial controls with reference to financial statements

ANNEXURES TO CONSOLIDATED INDEPENDENT AUDITOR’S REPORT
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of consolidated Ind AS financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the consolidated Ind AS financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of
the internal financial controls with reference to financial statements to future periods are subject to the
risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Opinion
In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls
system with reference to financial statements and such internal financial controls with reference to
financial statements were operating effectively as at March 31, 2020, based on the internal control over
financial reporting criteria established by the Holding Company considering the essential components
of internal control stated in the “Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting” issued by the Institute of Chartered Accountants of India.

FARHAD M. BHESANIA
Partner
UDIN: 20127355AAAACE3066
Place: Mumbai
Date: May 28, 2020

CONSOLIDATED BALANCE SHEET / FINANCIAL YEAR 2019-2020
Consolidated Balance Sheet as at March 31, 2020

Rs. In Millions
As at As at
March 31, 2020 March 31, 2019
ASSETS
Non-Current Assets
Property, Plant and Equipment 3 259.54 186.68
Intangible Assets 3 0.34 1.97
Financial Assets
Loans 4 17.31 8.79
Deferred Tax Assets (Net) 5 13.82 25.38
Income Tax Assets (Net) 6 1.34 9.32
Other Non-Current Assets 7 75.11 66.16
Total Non-Current Assets 367.46 298.30
Current Assets
Financial Assets
(i) Trade Receivables 8 759.04 457.24
(ii) Cash and Cash Equivalents 9 789.92 978.92
(iii) Bank Balances other than (ii) above 10 82.55 8.06
(iv) Loans 11 52.86 74.38
(v) Other Current Financial Assets 12 60.41 76.63
Other Current Assets 13 30.72 29.64
Total Current Assets 1,775.50 1,624.87
TOTAL ASSETS 2,142.96 1,923.17
EQUITY AND LIABILITIES
EQUITY
Equity Share Capital 14 102.52 107.13
Other Equity 15 1,419.50 1,281.32
Total Equity 1,522.02 1,388.45
LIABILITIES
Non-Current Liabilities
Other Non-Current Financial Liabilities 16 65.38 -
Total Non-Current Liabilities 83.56 12.91
Current Liabilities
(i) Trade Payables
(A) Total outstanding dues of micro enterprises and small enterprises; and 3.96 0.10
(B) Total outstanding dues of creditors other than micro enterprises
114.16 80.88
and small enterprises
(ii) Other Current Financial Liabilities 18 286.88 318.74
Other Current Liabilities 19 74.67 63.66
Current Tax Liabilities (Net) 21 52.80 53.73
Total Current Liabilities 537.38 521.81
TOTAL EQUITY AND LIABILITIES 2,142.96 1,923.17
The accompanying notes form an integral part of the Consolidated Financial Statements
As per our Report of even date. Signatures to the Consolidated Balance Sheet and Notes to Consolidated Financial
Statements

CONSOLIDATED STATEMENT OF PROFIT AND LOSS / FINANCIAL YEAR 2019-2020
Consolidated Statement of Profit and Loss for the year ended March 31, 2020
Rs. In Millions

March 31, 2020 March 31, 2019
Revenue from Operations 22 2,694.04 2,827.73

Other Income 23 85.83 59.96
Total Income 2,779.87 2,887.69
EXPENSES
Employee Benefits Expense 24 1,793.10 1,833.59
Finance Cost 25 11.08 0.67
Depreciation and Amortisation Expense 3 58.22 54.99
Other Expenses 26 376.91 462.76
Total Expenses 2,239.31 2,352.01
Tax Expense
Current Tax 5 (b) 128.41 181.27
Deferred Tax 5 (a) 13.13 (7.61)
Profit for the Year 399.02 362.02
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plan (5.90) (2.38)
Income tax relating to items that will not be reclassified to profit or loss 5 (c) 1.57 0.83
Items that will be reclassified to profit or loss - -
Income tax relating to items that will be reclassified to profit or loss - -
Total Comprehensive Income for the Year 394.69 360.47
Attributable to:
Owners of the Parent 394.69 360.47
Non-Controlling interests - -
Of the Total Comprehensive Income above, Profit for the year
attributable to :
Owners of the Parent 399.02 362.02
Of the Total Comprehensive Income above, Comprehensive Income
attributable to :
Owners of the Parent (4.33) (1.55)
Earnings per Equity Share (Face value Rs. 10/- per share)
Basic (Rs.) 27 38.51 33.79
Diluted (Rs.) 27 38.51 33.79
The accompanying notes form an integral part of the Consolidated Financial Statements.
As per our Report of even date. Signatures to the Consolidated Statement of Profit & Loss and Notes to
Consolidated Financial Statements

Consolidated Statement of Changes in Equity for the year ended March 31, 2020
(a) Equity Share Capital
Rs. In Millions
Balance as at April 1, 2018 Changes in equity share capital during the Balance as at March 31, 2019
year
107.10 0.03 107.13

Rs. In Millions
Balance as at April 1, 2019 Changes in equity share capital during the Balance as at March 31, 2020
year
107.13 (4.61) 102.52
(b) Other Equity

Rs. In Millions
Particulars Employee Stock Reserves and Surplus Attributable to Non- Total
Compensation Securities General Retained Capital owners of the Controlling
Reserve Premium Reserve Earnings Redemption parent Interest
reserve
Balance as at April 1, 2018 1.31 193.22 181.09 803.23 - 1,178.85 - 1,178.85

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY / FINANCIAL YEAR 2019-2020
Profit for the year - - - 362.02 - 362.02 - 362.02

Remeasurement of post employment - - - (1.55) - (1.55) - (1.55)
benefit obligation, net of tax (OCI)
Total Comprehensive Income for the Year - - - 360.47 - 360.47 - 360.47

Dividend (Including Dividend Tax) - - - (258.31) - (258.31) - (258.31)
Transfer to General Reserves - - 31.00 (31.00) - - - -
Securities premium received on issue - 0.31 - - - 0.31 - 0.31
of shares on exercise of employee stock
options during the year
Balance as at March 31, 2019 1.31 193.53 212.09 874.39 - 1,281.32 - 1,281.32
Rs. In Millions
Particulars Employee Stock Reserves and Surplus Attributable to Non- Total
Compensation Securities General Retained Capital owners of the Controlling
Reserve Premium Reserve Earnings Redemption parent Interest
reserve
Profit for the year - - - 399.02 - 399.02 - 399.02

Remeasurement of post employment - - - (4.33) - (4.33) - (4.33)
benefit obligation, net of tax (OCI)
Total Comprehensive Income for the Year - - - 394.69 - 394.69 - 394.69
Transfer to General Reserves - - 34.00 (34.00) - - - -
Expenses for buy back of equity shares - - - (7.62) - (7.62) - (7.62)
Transfer to Capital redemption reserve - - - (4.61) 4.61 - - -
Reduction of Share capital on buy back - (193.53) - (55.36) - (248.89) - (248.89)
Balance as at March 31, 2020 1.31 - 246.09 1,167.49 4.61 1,419.50 - 1,419.50
As per our Report of even date. Signatures to the Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
Partner Deputy Chairman & Director Managing Director & CEO Chief Financial Officer Company Secretary & Compliance Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY / FINANCIAL YEAR 2019-2020

CONSOLIDATED STATEMENT OF CASH FLOWS / FINANCIAL YEAR 2019-2020
Consolidated Statement of Cash Flows for the year ended March 31, 2020
Rs. In Millions
Particulars
March 31, 2020 March 31, 2019
A. Cash flow from operating activities
Profit before tax 540.56 535.68
Adjustment for:
Depreciation and Amortization Expense 58.22 54.99
(Profit)/ Loss on sale of Property, Plant and Equipment (0.23) 0.78
Provision no longer required - (4.78)
Unrealized forex exchange (gain)/ loss (Net) (32.79) 19.91
Interest income (15.22) (15.19)
Finance Cost 10.60 -
(Reversal of)/Allowance for credit loss (0.32) (1.00)
Unwinding of discount on security deposits (0.85) (1.11)
Operating profit before working capital changes 559.97 589.28
Adjustment for:
(Increase)/ Decrease in Trade Receivables (286.28) 214.67
(Increase)/ Decrease in Loans 9.98 (56.09)
(Increase)/ Decrease in Other Current Financial Assets 16.87 (39.98)
(Increase)/ Decrease in Other Current Assets (1.69) 9.00
(Increase)/ Decrease in Other Non-Current Assets (3.22) (34.56)
Increase/ (Decrease) in Trade Payables 36.85 3.29
Increase/ (Decrease) in Other Current Financial Liabilities (55.09) (20.29)
Increase/ (Decrease) in Other Current Liabilities 11.19 (26.13)
Increase/ (Decrease) in Provisions 5.48 2.81
Cash generated from operations 294.06 642.00
Direct Taxes paid (net of refunds) (127.11) (236.36)
Net cash flow from operating activities (A) 166.95 405.64
B. Cash flow from investing activities
Investment in bank deposit having maturity greater than 3 months (76.90) (212.51)
Proceeds from maturity of Fixed Deposits 2.41 459.63
Payments for purchase of Property, Plant and Equipment and Intangible Assets (23.27) (23.89)
Proceeds from sale of Property, Plant and Equipment 0.23 3.09
Interest Income Received 14.57 19.07
Net cash flow (used in)/from investing activities (B) (82.96) 245.39
C. Cash Flow from financing activities
Lease liability paid (27.76) -
Proceeds from Issue of Shares - 0.34
Buy back of equity shares (253.50) -
Expenses for Buy back of equity shares (7.62) -
Dividends paid - (214.27)
Tax on dividend paid - (44.04)
Net cash Flow (used in) financing activities (C) (288.88) (257.97)
Net (Decrease)/ Increase in Cash & Cash Equivalents (A + B +C) (204.89) 393.06
Effect of changes in exchange rate on Cash and Cash Equivalents 15.89 (9.35)
Cash & Cash Equivalents at the beginning of the year 978.92 595.21
Cash and Cash Equivalents at the end of the year (Refer Note 9) 789.92 978.92
Notes :The above Statement of Cash Flows includes Rs. 7.83 Million spent (Previous Year: Rs. 7.97 Million) towards Corporate
Social Responsibility (CSR) Activities.
The above Consolidated Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in the Ind AS 7
“Statement of Cash Flows”.
The accompanying notes form an integral part of the Consolidated Financial Statements.
As per our Report of even date.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS / FINANCIAL YEAR 2019-2020
Notes to the Consolidated Financial Statements for the year ended March 31, 2020
Note 1 Note 2
Company Overview: Significant Accounting Policies:
Expleo Solutions Limited (formerly known as a) Basis of preparation of financial statements:
SQS India BFSI Limited) (“Expleo Solutions” or These Consolidated Financial Statements
“the Company”), incorporated on June 8, 1998 as have been prepared in accordance with the
a private limited company was converted into a Indian Accounting Standards (“Ind AS”) as
public limited company with effect from August notified by the Ministry of Corporate Affairs
19, 2008. The Company made its Initial Public pursuant to Section 133 of the Companies
Offering (IPO) of it’s Equity Shares on September Act, 2013 (“the Act”) read with Rule 3 of the
24, 2009 (issue open date) and shares under IPO Companies (Indian Accounting Standards)
were allotted on October 14, 2009. The Company’s Rules, 2015 and other relevant amendment
shares were listed on the National Stock Exchange rules issued thereafter.
and Bombay Stock Exchange with effect from i) Basis of presentation of financial statements:
October 26, 2009.
The Consolidated Balance Sheet, Consolidated
The Company is a subsidiary of Expleo Technology Statement of Prof it and Loss and the
Germany GmbH (formerly known as Expleo Consolidated Statement of Changes in Equity
Technology Germany AG, Germany). have been prepared and presented in the
The Company is an India based software service format prescribed in the Division II of Schedule
provider primarily delivering software validation III to the Companies Act, 2013. The Consolidated
and verification services to the banking, financial Statement of Cash Flows has been prepared
services and insurance industry worldwide. The and presented as per the requirements
Company has invested in four wholly owned of Ind AS 7 Statement of Cash Flows. The
subsidiaries in Singapore, USA, UK and UAE for disclosure requirements with respect to items
market development and service delivery in the of the Consolidated Balance Sheet and the
respective regions. Consolidated Statement of Profit and Loss are
presented by way of notes forming part of the
Country of Percentage of Consolidated Financial Statements.
Name of Subsidiary
Incorporation ownership The Group has considered a period of twelve
Expleo Solutions Pte. months as the operating cycle for classification
Singapore 100% of assets and liabilities as current and non-
Ltd.
current.
Expleo Solutions UK
UK 100% ii) Principles of consolidation:
Ltd.
The Company consolidates entities which it
Expleo Solutions Inc.,
owns or controls. The Consolidated Financial
(formerly known as SQS USA 100%
Statements comprise the financial statements
BFSI Inc)
of the Company and its subsidiaries. Control
Expleo Solutions FZE, exists when the parent has power over the
(formerly known as UAE 100% entity, or is exposed, or has rights, to variable
SQS BFSI FZE) returns from it’s involvement with the entity
Expleo Solutions Limited together with its and has the ability to affect those returns
subsidiaries is hereinafter referred to as “the by using it’s power over the entity. Power is
Group”. demonstrated through existing rights that
give the ability to direct relevant activities,
The Financial Statements of the Group for year
which significantly affect the entity’s returns.
ended March 31, 2020 were authorized for issue
Subsidiaries are consolidated from the date
in accordance with the resolution of the Board of
control commences until the date control
Directors on May 28, 2020.
ceases.

The Financial Statements of the Subsidiaries the historical cost convention except for the
are consolidated on a line by line basis by following financial assets and liabilities which
adding together the book values of like items have been measured at fair value:
of assets, liabilities, income and expenses after
eliminating intra-group balances/ transactions a. Certain financial assets and liabilities
and resulting unrealized profits/ losses in full. measured at fair value
The Consolidated Financial Statements are b. Defined benefit plans - plan assets and share
prepared using uniform accounting policies based payments measured at fair value.
for transactions and other events in similar Accounting policies have been consistently
circumstances. applied except where a newly-issued
The Financial Statements include figures accounting standard is initially adopted or
pertaining to the Head Office and Branches/ a revision to an existing standard requires a
Places of Business located at Madras Export change in the accounting policy hitherto in
Processing Zone - Chennai, Belgium, use.
Phillipines, Malaysia and the following wholly b) Critical Accounting Estimates:
owned subsidiaries:
While preparing these Ind AS compliant
1. Expleo Solutions Pte. Ltd., Singapore Consolidated Financial Statements, the
2. Expleo Solutions Inc., USA (formerly known management has made certain estimates
as SQS BFSI Inc., USA) and assumptions that require subjective &
complex judgments. These judgments affect
3. Expleo Solutions UK Ltd., UK
the application of accounting policies and the
4. Expleo Solutions FZE, UAE (formerly known reported amounts of assets and liabilities and
as SQS BFSI FZE, UAE) the disclosures of contingent liabilities at the
The Australia branch has no transactions balance sheet date and the reported amount
during the year and was closed during the of income and expenses for the reporting
current year and the Company has opened a period. Future events rarely develop exactly
branch in Phillipines during the current year. as forecasted and the best estimates require
adjustments as actual results may differ from
iii) Estimation of uncertainties relating to the
these estimates under different assumptions
global health pandemic from COVID-19:
or conditions.
In assessing the recoverability and carrying
Estimates and underlying assumptions are
values of its assets comprising Property, Plant
reviewed on an on-going basis. Revisions
and Equipment, Intangible assets, Receivables
to accounting estimates are recognised
and other financial assets, the Group has
prospectively.
considered internal and external information
upto the date of approval of these financial Judgments, estimates and assumptions are
results. However, the impact assessment required for:
of COVID-19 is a continuing process given
i) Revenue Recognition:
the uncertainties associated with its nature
and duration. The impact of the global The Group uses percentage of completion
health pandemic may be different from that method for its fixed-bid contracts. The use of
estimated as at the date of approval of these percentage-of-completion method requires
financial results and the Group will continue to the Group to estimate the efforts or costs
closely monitor any material changes to future expended to date as a proportion to total
economic conditions. efforts or costs to be expended. Efforts or
costs expended have been used to measure
iv) Basis of Measurement:
progress towards completion as there is
These Consolidated Ind AS Financial a direct relationship between input and
Statements have been prepared based on productivity. Provision for estimated losses, if
accrual and going concern principles following any, on uncompleted contracts are recorded

in the period in which such losses become which the deductible temporary difference,
probable based on the expected contract depreciation carry forwards and unused tax
estimates at the reporting date. credits could be utilised.
ii) Determination of the estimated useful lives v) Leave Encashment:
and residual values of tangible assets : The Group has a policy on the compensated
Useful lives of tangible assets are based on absences which are both accumulating and
the life prescribed in the Schedule II of the non-accumulating in nature. The expected
Companies Act, 2013. In cases, where the useful cost of accumulating compensated absences
lives are different from that prescribed in is determined by actuarial valuation. Expenses
Schedule II, they are based on management’s on non-accumulating compensated absences
technical evaluation taking into account the is recognised in the period in which the
nature of the asset, the estimated usage absences occur.
of the asset, the operating conditions of vi) Income Tax:
the asset and past history of replacements.
Significant judgements are involved in
Assumptions are also made when the Group
determining the provision for income taxes,
assesses whether an asset may be capitalised
including amount expected to be paid/
and which components of the cost of the
recovered for uncertain tax positions.
asset may be capitalised.
vii) Expected credit losses on financial assets:
The estimation of the residual value of the
asset is based on the management’s judgment On application of Ind AS 109, the impairment
about the condition of such asset at the point provisions of financial assets are based on
of sale of the asset. assumptions about the risk of default and
expected timing of collection. The Group
iii) Recognition and measurement of the
uses judgment in making these assumptions
defined benefit obligation:
and selecting the inputs to the impairment
The obligation arising from the defined calculation, based on the Group’s past history
benefit plan is determined on the basis of collections, customer’s credit-worthiness,
of actuarial assumptions. Key actuarial existing market conditions as well as forward
assumptions include discount rate, trends looking estimates at the end of each reporting
in salary escalation, attrition rate and life period.
expectancy. The discount rate is determined viii) Provisions and Contingent Liabilities:
by reference to market yields at the end of the
reporting period on government bonds. The The recognition and measurement of other
period to maturity of the underlying bonds provisions are based on the assessment of the
correspond to the probable maturity of the probability of an outflow of resources, and on
post-employment benefit obligations. Due to past experience and circumstances known at
complexities involved in the valuation, defined the balance sheet date. The actual outflow of
benefit obligation is sensitive to changes resources at a future date may therefore, vary
in these assumptions. All assumptions are from the amount included in other provisions.
reviewed at each reporting period. ix) Discounting of long term financial assets/
iv) Recognition of deferred tax assets: liabilities:
Deferred Tax Assets and Liabilities are All financial assets/ liabilities are required to be
recognised for the future tax consequences of measured at fair value on initial recognition.
temporary differences between the carrying In case of financial assets/ liabilities which
value of assets and liabilities and their are required to be subsequently measured at
respective tax bases and unutilised business amortized cost, interest is accrued using the
loss and depreciation carry forwards and tax effective interest method.
credits. Deferred tax assets are recognised c) Revenue Recognition:
to the extent that it is probable that future Revenue is recognized upon transfer of
taxable income will be available against control of promised services to customers

in an amount that reflects the consideration completion as there is a direct relationship
the Group expects to receive in exchange for between input and productivity.
those products or services. Revenues in excess of invoicing are
The significant accounting policies related to classified as contract assets (which the
revenue recognition are as under : Group refers to as Unbilled Revenue)
Software service income: while invoicing in excess of revenues are
classified as contract liabilities (which the
The Group has applied the guidance in Ind AS
Group refers to as Unearned Revenue).
115 ‘Revenue from Contracts with Customers’
by applying the revenue recognition criteria The billing schedules agreed with
for each distinct performance obligation. The customers include periodic performance
arrangements with customers generally meet based payments and / or milestone based
the criteria for considering software testing progress payments. Invoices are payable
services as distinct performance obligations. within contractually agreed credit period.
The transaction price as allocated to each iv. The Group accounts for volume discounts
distinct performance obligation is defined and pricing incentives to customers as
in the contract with the customer. In the a reduction of revenue based on the
case of fixed bid contracts, the performance rateable allocation of the discounts/
obligations are satisfied as and when the incentives to each of the underlying
services are rendered since the customer performance obligation that corresponds
generally obtains control of the work as it to the progress by the customer towards
progresses and the Group’s performance earning the discount/ incentive. Also,
creates an asset with no alternative use to the when the level of discount varies with
Group and the Group has an enforceable right increases in levels of revenue transactions,
to payment for performance completed to the Group recognizes the liability based
date. on its estimate of the customer’s future
i. The Group derives revenue from software purchases. If it is probable that the criteria
services which involves primarily delivering for the discount will not be met, or if the
software validation and verif ication amount thereof cannot be estimated
services to the banking, financial services reliably, then discount is not recognized
and insurance industry worldwide. until the payment is probable and the
Arrangements with customers are on a amount can be estimated reliably. The
fixed bid or a time and material basis. Group recognizes changes in the estimated
amount of obligations for discounts in the
ii. Revenue in respect of time and material
period in which the change occurs.
contracts is recognized based on time/
efforts spent and/ or billed to clients as per v. Revenue includes reimbursement of
the terms of specific contracts as there is expenses wherever billed as per the terms
a direct relationship between input and of the contracts.
productivity. vi. Deferred contract costs are incremental
iii. Revenue from fixed bid contracts where costs of obtaining a contract which are
the performance obligations are satisfied recognized as assets and amortized over
over time and where there is no uncertainty the term of the contract.
as to measurement or collectability of vii. The Group presents revenues net of
consideration, is recognized as per the indirect taxes in its Statement of Profit
percentage-of-completion method. When and Loss.
there is uncertainty as to measurement or
viii. Provision for estimated losses, if any, on
ultimate collectability, revenue recognition
uncompleted contracts are recorded in
is postponed until such uncertainty is
the period in which such losses become
resolved. Efforts or costs expended have
probable based on the current contract
been used to measure progress towards
estimates.

d) Interest Income: In the view of the management, property,
Interest Income is recognised using the plant and equipment individually costing
effective interest rate method. Rs. 5,000/- or less have a useful life of one
year and are depreciated in full in the year of
e) Dividend Income:
acquisition.
Dividend income is recognized when the right
Depreciation methods, useful lives and
to receive payment is established.
residual values are reviewed periodically,
f) Other Income:
including at each financial year end.
Other Income is recognized when the right to
Advances paid towards the acquisition of
receive is established.
property, plant and equipment outstanding
g) Government Grants:
at each Balance Sheet date is classified as
Grants from the government are recognised capital advances under other non-current
when there is reasonable assurance that: assets and the cost of assets not put to use
(i) the Group will comply with the conditions before such date are disclosed under ‘Capital
attached to them; and work-in-progress’. Subsequent expenditures
(ii) the grant will be received. relating to property, plant and equipment
are capitalized only when it is probable that
h) Property, Plant and Equipment:
future economic benefits associated with
Property, plant and equipment are stated these will flow to the Group and the cost of
at cost less accumulated depreciation and the item can be measured reliably. Repairs
impairment losses, if any. Cost comprises the and maintenance costs are recognized in the
purchase price and any attributable cost of Statement of Profit and Loss when incurred.
bringing the asset to its working condition for The cost and related accumulated depreciation
its intended use. Borrowing Costs relating to are eliminated from the financial statements
acquisition of qualifying assets which takes upon sale or retirement of the asset and the
substantial period of time to get ready for it’s resultant gains or losses are recognized in
intended use are also included to the extent the Statement of Profit and Loss. Assets to be
they relate to the period till such assets are disposed off are reported at the lower of the
ready to be put to use. carrying value or the fair value less cost to sell.
Depreciation on assets is provided on the i) Intangible Assets:
straight line method on the basis of useful life
Intangible Assets are stated at cost less
which is equal to or lower than the useful life
accumulated amortization and impairment
prescribed in Schedule II of the Companies
losses, if any. Intangible Assets are amortized
Act, 2013 for all the assets. The useful life is
over their respective individual estimated
determined on the management’s technical
useful lives on a straight line basis, from the
evaluation.
date they are available for use. The estimated
Asset description Useful life (in years) useful life of an identifiable intangible asset
Building 20 years is based on a number of factors including
Plant and equipment 3 years the effects of obsolescence, demand,
competition and other economic factors
Computer equipment 3 years
(such as stability of the industry and known
Furniture and fittings 3 years technological advances), and the level of
Office Equipment 3 years maintenance expenditures required to obtain
Vehicles 4 years the expected future cash flows from the
Temporary Partitions Fully Depreciated asset. Amortization methods and useful lives
Leasehold Rights and Tenure of lease are reviewed periodically including at each
Improvements period or 10 years, financial year end. If the estimated useful
whichever is less life of the asset is significantly different from
previous estimates, the amortization period is
Residual Value is considered to be NIL.
changed accordingly. The costs which can be

capitalized include the cost of material, direct held within a business model whose
labour and overhead costs that are directly objective is to hold the asset in order to
attributable to preparing the asset for it’s collect contractual cash flows, and the
intended use. contractual terms of the financial asset
Gains or losses arising from derecognition give rise on specified dates to cash flows
of an intangible asset are measured as the that are solely payments of principal and
difference between the net disposal proceeds interest on the principal outstanding.
and the carrying amount of the asset and are The computation of amortized cost
recognized in the Statement of Profit and is done using the effective interest
Loss, when the asset is derecognized. rate (EIR) method. Amortized cost is
Amortization rates currently applied are as calculated by taking into account any
follows: discount or premium and fees or costs
that are an integral part of the EIR. The
Asset description Useful life EIR amortization is included in interest
(in Years) income in the Statement of Profit and
Intangible Assets - Computer 3 years Loss.
Software (ii) Financial Assets at fair value through
other comprehensive income:
Intangible Assets - Software 5 years
A financial instrument is subsequently
tools
measured at fair value through other
Residual value is considered to be NIL comprehensive income if it is held within
In the view of the management, intangible a business model whose objective is
assets individually costing Rs. 5000/- or less achieved by both collecting contractual
have a useful life of one year and are hence cash flows and selling financial assets
fully amortised in the year of acquisition. and the contractual terms of the financial
Intangible assets not ready for the intended asset give rise on specified dates to
use on the date of the Balance Sheet are cash flows that are solely payments of
disclosed as “Intangible assets under principal and interest on the principal
development”. amount outstanding. Further, in cases
j) Financial Instruments: where the Group has made an irrevocable
election based on it’s business model,
i) Initial Recognition:
for it’s investments which are classified
The Group recognizes financial assets and as equity instruments, the subsequent
financial liabilities when it becomes a party to changes in fair value are recognized in
the contractual provisions of the instrument. Other Comprehensive Income.
All financial assets and liabilities are recognized
(iii) Financial Assets at fair value through
at fair value on initial recognition, except for
profit and loss:
trade receivables which are initially measured
at transaction price. Transaction costs that are A financial asset which is not classified
directly attributable to the acquisition or issue in any of the above categories is
of financial assets and financial liabilities that subsequently fair valued through profit
are not at fair value through profit or loss, are or loss.
added to the fair value on initial recognition. (iv) Financial Liabilities
Regular way purchase and sale of financial Financial Liabilities are subsequently
assets are accounted for at trade date. carried at amortized cost using the
ii) Subsequent Measurement: effective interest rate method. For trade
a) Non-derivative financial instruments: and other payables maturing within
one year from the Balance Sheet date,
(i) Financial instruments measured at
the carrying amounts approximate fair
amortized cost:
value due to the short maturity of these
A financial instrument is subsequently
instruments.
measured at amortized cost if it is
b) Share Capital: an impairment gain or loss in the Statement
Ordinary shares are classified as equity. of Profit and Loss.
Incremental costs directly attributable to ii) Non-financial assets:
the issuance of ordinary equity shares are Intangible assets and property, plant and
recognized as a deduction from equity, net equipment:
of any tax effects. Intangible assets and property, plant and
c) Derivatives: equipment are evaluated for recoverability
Derivatives include foreign currency whenever events or changes in circumstances
forward contracts. It is measured at fair indicate that their carrying amounts may not
value. Fair value of foreign currency forward be recoverable. For the purpose of impairment
contracts are determined using the fair testing, the recoverable amount (i.e. the
value reports provided by the respective higher of the fair value less costs to sell and the
banks. value-in-use) is determined on an individual
asset basis unless the asset does not generate
iii) Derecognition of financial instruments:
cash flows that are largely independent of
The Group derecognizes a financial asset those from other assets. In such cases, the
when the contractual rights to the cash flows recoverable amount is determined for the
from the financial asset expires or it transfers Cash Generating Unit (CGU) to which the
the financial assets and the transfer qualifies asset belongs.
for derecognition under Ind AS 109. A financial
If such assets are required to be impaired,
liability (or a part of a financial liability) is
the impairment to be recognized in the
derecognized from the Group’s Balance Sheet
Statement of Profit and Loss is measured by
when the obligation specified in the contract
the amount by which the carrying value of
is discharged or cancelled or expires.
the assets exceeds the estimated recoverable
iv) Offsetting of financial instruments: amount of the asset. An impairment loss is
Financial assets and financial liabilities are reversed in the Statement of Profit and Loss
offset and the net amount is reported in the if there has been a change in the estimates
balance sheet if there is a currently enforceable used to determine the recoverable amount.
legal right to offset the recognised amounts The carrying amount of the asset is increased
and there is an intention to settle on a net to its revised recoverable amount, provided
basis or to realize the assets and settle the that this amount does not exceed the carrying
liabilities simultaneously. amount that would have been determined
k) Impairment: (net of any accumulated amortization or
i) Financial Assets: depreciation) had no impairment loss been
recognized for the asset in prior years.
The Group recognizes loss allowances using
the expected credit loss (ECL) model for the After impairment, depreciation is provided on
financial assets which are not fair valued the revised carrying amount of the asset over
through profit or loss. Loss allowance for trade its remaining useful life.
receivables with no significant financing l) Fair value of financial instruments:
component is measured at an amount equal The Group’s accounting policies and disclosures
to lifetime ECL. For all other financial assets, require the measurement of fair values for
ECLs are measured at an amount equal to financial instruments.
the 12-month ECL, unless there has been
The Group has an established control framework
a significant increase in credit risk from
with respect to the measurement of fair values.
initial recognition, in which case those are
The management regularly reviews significant
measured at lifetime ECL. The amount of
unobservable inputs and valuation adjustments.
ECLs (or reversal) that is required to adjust
If third party information is used to measure
the loss allowance at the reporting date to the
fair values, then the management assesses
amount that is required to be recognized as
the evidence obtained from the third parties

to support the conclusion that such valuations retirement benefits) are not discounted to
meet the requirements of Ind AS, including the their present value and are determined based
level in the fair value hierarchy in which such on the best estimate required to settle the
valuations should be classified. obligation at the Balance Sheet date. These
When measuring the fair value of a financial are reviewed at each Balance Sheet date and
asset or a financial liability, the Group uses adjusted to reflect the current best estimates.
observable market data as far as possible. Fair Onerous Contracts
values are categorised into different levels in a Provisions for onerous contracts are recognized
fair value hierarchy based on the inputs used when the expected benefits to be derived
in the valuation techniques as follows: by the Group from a contract are lower than
Level 1: quoted prices in active markets for the unavoidable costs of meeting the future
identical assets or liabilities. obligations under the contract. The provision
is measured at present value of the lower of
Level 2: inputs other than quoted prices included
the expected cost of terminating the contract
in Level 1 that are observable for the
and the expected net cost of continuing with
asset or liability, either directly (i.e. as
the contract. Before a provision is established,
prices) or indirectly (i.e. derived from
the Group recognizes any impairment loss on
prices).
the assets associated with that contract.
Level 3: inputs for the asset or liability that are
Contingent Liabilities are disclosed in the notes
not based on observable market data.
to the Consolidated Financial Statements.
If the inputs used to measure the fair value of A contingent liability is a possible obligation
an asset or a liability fall into different levels that arises due to past events whose existence
of the fair value hierarchy, then the fair value will be confirmed by the occurrence or non-
measurement is categorised in its entirety in occurrence of one or more uncertain future
the same level of the fair value hierarchy as events beyond the control of the Group or
the lowest level input that is significant to the a present obligation that is not recognized
entire measurement. because it is not probable that an outflow
The Group recognises transfers between levels of resources will be required to settle the
of the fair value hierarchy at the end of the obligation. A contingent liability also arises in
reporting period during which the change has extremely rare cases where there is a liability
occurred. that cannot be recognized because it cannot
All methods of assessing fair value result in be measured reliably.
general approximation of value, and such value The Group does not recognize a contingent
may never actually be realized. liability but discloses it’s existence in the
Refer to Note 29 in the Consolidated Financial Consolidated Financial Statements.
Statements for the disclosure on carrying value Contingent assets are not recognised but
and fair value of financial assets and liabilities. their existence is disclosed in the Consolidated
For financial assets and liabilities maturing Financial Statements.
within one year from the Balance Sheet date n) Foreign Currency:
and which are not carried at fair value, the Functional and presentation Currency
carrying amounts approximate fair value due
to the short maturity of these instruments. The functional currency of the Group is the
Indian rupee. These Consolidated Financial
m) Provisions and Contingencies:
Statements are presented in Indian Rupees.
A provision is recognized if, as a result of a Transactions and Translations:
past event, the Group has a present legal or
constructive obligation that is reasonably Foreign currency denominated monetary
estimable, and it is probable that an outflow assets and liabilities are translated into the
of economic benefits will be required to relevant functional currency at exchange rates
settle the obligation. Provisions (excluding in effect at the Balance Sheet date. The gains

or losses resulting from such translations is recognized in the Statement of Profit and
are included in net profit in the Statement Loss for items recognized in the Statement
of Profit and Loss. Non-monetary assets and of Profit and Loss. Income tax relating to
non-monetary liabilities denominated in a items recognized outside the Statement of
foreign currency and measured at fair value Profit and Loss is recognized outside the
are translated at the exchange rate prevalent Statement of Profit and Loss (either in Other
at the date of the transaction. Comprehensive Income (OCI) or in Equity).
Transaction gains or losses realized upon Current tax items are recognized in correlation
settlement of foreign currency transactions to the underlying transaction either in OCI or
are included in determining net profit for directly in equity.
the period in which transaction is settled. Current Tax:
Exchange differences on account of conversion Current income tax for current and prior
of foreign operations are also recognized as periods (including Minimum Alternate Tax
income or as expense in the year in which (MAT)) is recognized at the amount expected
they arise. Revenue and expense items to be paid or recovered from the tax authorities
pertaining to foreign operations denominated in accordance with the Income Tax Act, 1961.
in foreign currencies are translated into the The tax rates and tax laws used to compute
relevant functional currencies using the the amount are those that have been enacted
monthly weighted average exchange rate of or substantially enacted at the reporting date.
the respective currencies. The gains or losses
Current tax assets and liabilities are offset only
resulting from such transactions are included
if, the Group:
in exchange loss/ gain under the head “Other
Expenses” or under the head “Other Income” a) has a legally enforceable right to set off the
respectively in the Statement of Profit and recognized amounts; and
Loss. b) Intends either to settle on a net basis, or
o) Earnings per share: to realize the asset and settle the liability
simultaneously.
Basic earnings per equity share are computed
by dividing the net profit attributable to equity Deferred Tax:
shareholders of the Company by the weighted Deferred income tax assets and liabilities
average number of equity shares outstanding are recognized for all temporary differences
during the year. Diluted earnings per equity arising between the tax bases of assets and
share are computed by dividing the net profit liabilities and their carrying amounts in the
attributable to the equity shareholders of the financial statements.
Company by the weighted average number
Deferred tax assets are recognized for unused
of equity shares considered for deriving basic
tax losses, unused tax credits and deductible
earnings per equity share that could have
temporary differences to the extent that
been issued upon conversion of all dilutive
it is probable that future taxable profits
potential equity shares. The dilutive potential
will be available against which they can be
equity shares are adjusted for the proceeds
used. Deferred tax assets are reviewed at
receivable had the equity shares been actually
each reporting date and are reduced to the
issued at fair value (i.e. average market value
extent that it is no longer probable that the
of the outstanding equity shares). Dilutive
tax benefit will be realized; such reductions
potential equity shares are deemed converted
are reversed when the probability of future
as of the beginning of the period, unless
taxable profits improves.
issued at a later date. Dilutive potential equity
shares are determined independently for each Deferred income tax assets and liabilities are
period presented. measured using tax rates and tax laws that
have been enacted or substantially enacted
p) Income taxes:
by the Balance Sheet date and are expected to
Income tax expense comprises of current apply to taxable income in the years in which
and deferred income tax. Income tax expense those temporary differences are expected to

be recovered or settled. The effect of changes has no further obligations under these
in tax rates on deferred income tax assets and plans beyond it’s periodic contributions.
liabilities is recognized as income or expense Obligations for contributions to defined
in the period that includes the enactment contribution plans are expensed as the
or substantive enactment date. A deferred related service is provided.
income tax asset is recognized to the extent (b) Defined benefit plans:
that it is probable that future taxable profit Gratuity:
will be available against which the deductible
temporary differences and tax losses can The Group provides for gratuity, a defined
be utilized. Deferred income taxes are not benefit retirement plan (‘the Gratuity Plan’)
provided on the undistributed earnings of covering eligible employees. The Gratuity
subsidiaries and branches where it is expected Plan provides a lump-sum payment
that the earnings of the subsidiary or branch to vested employees at retirement,
will not be distributed in the foreseeable death, incapacitation or termination of
future. employment, of an amount based on
the respective employee’s salary and the
Consequent to the adoption of Lower tax rate as
tenure of employment with the Group.
prescribed u/s 115BAA, the Company has given
away the benefit of carried forward MAT credit Liability with regard to the gratuity plan
and 10AA ( SEZ deduction ) and other applicable is determined by actuarial valuation,
deductions as prescribed in the said Section performed by an independent actuary,
115BAA for the current year. The Company is in at each Balance Sheet date using the
the 11th year of Tax Holiday benefit u/s 10AA( projected unit credit method. The Group
SEZ Benefit ) in the current year. The Company recognizes the net obligation of a defined
had already claimed the deductions towards benefit plan in its Balance Sheet as an
100% of the profits from the SEZ unit for the asset or liability.
first 5 years and 50% of the profits from the SEZ Re-measurement of the net defined benefit
unit for the next 5 years as provided under the liability which comprise actuarial gains and
Income Tax Act, 1961 until the previous year. losses are recognised immediately in Other
q) Employee Benefits: Comprehensive Income. Net interest
i) Short term employee benefits: expense / (income) on the net defined
liability / (assets) is computed by applying
Short term employee benefits are expensed the discount rate, used to measure the
as the related service is provided. A liability is net defined liability / (asset). Net interest
recognised for the amount expected to be paid expense and other expenses related to
if the Group has a present legal or constructive defined benefit plans are recognised in the
obligation to pay this amount as a result of Statement of Profit and Loss.
past service provided by the employee and
iii) Long Term Employee Benefits:
the obligation can be estimated reliably.
Leave Encashment: The Group’s net obligation in respect of
long term employee benefits for offshore
The Group pays leave encashment on short employees, being long term compensated
term basis for onsite employees for the period absences is the amount of future benefits
of leave they are entitled to during their onsite that employee have earned in return for the
stay. service in the current and prior periods. The
ii) Post Employment obligations: liability is determined by an independent
(a) Defined contribution plans: actuary, using Projected Unit Credit Method.
Actuarial gains and losses are recognised
Employee benefits in the form of Provident
immediately as income or expense in the
Fund/ Social Security payments are defined
Statement of Profit and Loss. Obligation is
contribution schemes and contributions
measured at the present value of estimated
made are charged to the Statement of
future cash flows using a discount rate that is
Profit and Loss for the year. The Group

determined by reference to the market yields approach. Accordingly, the comparatives have
at the Balance Sheet date on Government not been retrospectively restated. The effect
Bonds where the currency and terms of the of adoption of Ind AS 116 was insignificant.
Government Bonds are consistent with the Previously, the Group recognised operating
currency and estimated terms of the defined lease expense on a straight-line basis over the
benefit obligation. term of the lease.
r) Share based compensation: On Transition, the Group has recognised new
The Group recognizes compensation expense assets and liabilities for its operating leases of
relating to share-based payments in net profit premises.
using fair value in accordance with Ind AS 102 i) Lease liabilities were measured at the
‘Share-Based Payment’. The estimated fair present value of the remaining lease
value of awards is charged to income on a payments, discounted at the Group’s
straight line basis over the requisite service incremental borrowing rate as at April 01,
period for each separately vesting portion of 2019.
the award as if the award was in-substance,
(ii) Right-of-use assets are measured at
multiple awards with a corresponding increase
an amount equal to the lease liability,
to share options outstanding account. The
adjusted by the amount of any prepaid or
amount recognized as an expense is adjusted
accrued lease payments.
to reflect the actual number of stock options
that vest. (iii) The nature of expenses related to those
leases changed from lease rent in previous
s) Statement of Cash Flows:
periods to
The Statement of Cash Flows has been
(a) amortization change for the right-to-
prepared under the ‘Indirect method’ as set
use asset, and
out in Ind AS 7 ‘Statement of Cash Flows’,
whereby profit for the period is adjusted for (b) interest accrued on lease liability.
the effect of transactions of a non-cash nature, (iv) The Group used a practical expedient
any deferrals or accruals of past or future when applying Ind AS 116.
operating cash receipts or payments and The Group did not recognise right-of-use
item of income or expenses associated with assets and liabilities for leases for which
investing or financing cash flows. The cash the lease term ends within 12 months of
flows from operating, investing and financing the date of initial application. The Lease
activities of the Group are segregated. payments associated with these are
Cash and cash equivalents in the Statement recognised as expenses on a straight line
of Cash Flows comprise cash at bank and in basis over the lease term.
hand and fixed deposits with original maturity v) Segment reporting:
of three months or less, which are subject to
Operating segments are reported in a
an insignificant risk of changes in value.
manner consistent with the internal reporting
t) Dividends:
provided to the chief operating decision
The final dividend on shares is recorded maker. The Group operations predominantly
as a liability on the date of approval by relate to software validation and verification
the shareholders and interim dividends services relating to banking, financial services
are recorded as a liability on the date of and insurance industry and accordingly,
declaration by the resepective Company’s this is the only primary reportable business
Board of Directors. segment. The segment sales information is
u) Leases: provided on a geographical basis classified as
Where the Group is a lessee: India and the rest of the world.
Effective 1st April 2019, the Group adopted Ind

AS 116 “Leases”, using modified retrospective

Note 3: Property, Plant & Equipment and Intangible Assets
Rs. In Millions
Particulars GROSS BLOCK DEPRECIATION and AMORTISATION NET BLOCK
Additions Deductions As at Upto Deductions As at As at
As at April For the Upto March
during during the March 31, March 31, during the March 31, March 31,
1, 2019 Year 31, 2020
the year year 2020 2019 year 2020 2019
a) Property, Plant & Equipment
Buildings
- Owned 190.19 0.49 - 190.68 34.81 11.63 - 46.44 144.24 155.38

- Right of Use Assets - 106.18 - 106.18 - 23.24 - 23.24 82.94 -
(Refer Note 3.1)
Leasehold Improvements 2.37 - - 2.37 2.36 - - 2.36 0.01 0.01
Plant and Equipment 14.46 1.46 1.15 14.77 12.33 3.26 1.15 14.44 0.33 2.13
Office Equipment 7.40 1.56 1.65 7.31 5.05 1.69 1.65 5.09 2.22 2.35
Furniture and Fittings 23.36 0.35 0.89 22.82 20.42 2.97 0.89 22.50 0.32 2.94
Computer Equipment 62.95 19.40 16.98 65.37 42.20 12.90 16.98 38.12 27.25 20.75
Vehicles 3.34 - - 3.34 0.22 0.89 - 1.11 2.23 3.12
Total Property, Plant & 304.07 129.44 20.67 412.84 117.39 56.58 20.67 153.30 259.54 186.68
Equipment
Previous Year 288.14 23.44 7.51 304.07 75.21 45.82 3.64 117.39 186.68
b) Intangible Assets
Computer Software and Tools 19.60 0.01 0.03 19.58 17.63 1.64 0.03 19.24 0.34 1.97
Total Intangible Assets 19.60 0.01 0.03 19.58 17.63 1.64 0.03 19.24 0.34 1.97
Previous Year 19.15 0.45 - 19.60 8.46 9.17 - 17.63 1.97
TOTAL (a +b) 323.67 129.45 20.70 432.42 135.02 58.22 20.70 172.54 259.89 188.65
Total Previous Year(a+b) 307.29 23.89 7.51 323.67 83.67 54.99 3.64 135.02 188.65
Note 3.1: Buildings includes right-of-use assets of Rs. 106.18 Million related to leased properties that do not meet the definition of investment property.
Note 4: Loans (Non Current) Rs. In Millions
As at As at
Particulars
March 31, 2020 March 31, 2019

Loans Receivable - credit impaired 5.08 5.71
Less: Allowance for Doubtful Deposits (5.08) (5.71)
Total 17.31 8.79
Note 5: Deferred Tax Assets
a) Movement in Deferred Tax Balances Rs. In Millions
Particulars Movement during the year

Net
Recognised in Recognised Net Balance
Balance as
the Statement in Other as at March
at April 01,
of Profit and Comprehensive 31, 2020
2019
Loss Income
Deferred Tax Assets
Property, Plant and Equipment 12.00 (3.86) - 8.14
Employee Benefits 4.39 (0.28) 1.57 5.68
Allowance for expected Credit loss 0.12 (0.12) - -*
Unused Tax Credits 8.87 (8.87) - -
Deferred Tax Assets 25.38 (13.13) 1.57 13.82
Rs. In Millions
Movement during the year

Net
Recognised in Recognised Net Balance
Balance as
Particulars the Statement in Other as at March
at April 01,
of Profit and Comprehensive 31, 2019
2018
Loss Income
Deferred Tax Assets
Property, Plant and Equipment 5.76 6.24 - 12.00
Employee Benefits 0.95 2.61 0.83 4.39
Allowance for expected Credit loss 0.47 (0.35) - 0.12
Unused Tax Credits 8.87 - - 8.87
Long term Capital gain 0.89 (0.89) - -
Deferred Tax Assets 16.94 7.61 0.83 25.38

Note 5: Deferred Tax Assets (Contd.)
b) Amounts recognised in the Statement of Profit and Loss Rs. In Millions

Particulars ended ended
March 31, 2020 March 31, 2019
Current Income Tax
Current tax expense for current year 132.17 179.73
Current tax expense pertaining to previous years (3.76) 1.54
128.41 181.27
Deferred Tax Asset (Net)
Origination and reversal of Tax on Temporary Differences 13.13 (7.61)
Total Tax expense for the year 141.54 173.66
c) Amounts recognised in Other Comprehensive Income Rs. In Millions
For the year ended March 31, 2020 For the year ended March 31, 2019
Tax Tax
Particulars
Before Tax (Expense)/ Net of Tax Before Tax (Expense)/ Net of Tax
Benefit Benefit
Remeasurement (5.90) 1.57 (4.33) (2.38) 0.83 (1.55)
of Defined Benefit
Liability
(5.90) 1.57 (4.33) (2.38) 0.83 (1.55)
d) Reconciliation of Income Tax expense and the accounting profit multiplied by India’s tax rate
Rs. In Millions
March 31, 2020 March 31, 2019
Indian statutory income tax rate 25.168% 34.944%
Expected income tax expense 136.05 187.19
Tax effect of adjustments to reconcile expected Income
Tax Expense:
Tax Effect of Non-Deductible expenses to reported Income 1.83 (1.32)
Tax Expense
Tax Effect of MAT Tax credit foregone on adoption of Lower 8.87 -
Tax rate
Tax Effect of Tax holidays (Refer Note (e) below) - (4.30)
Tax Effect of Tax paid at a lower rate for foreign branches 2.53 1.57
Tax Effect of adoption of Lower Tax Rate on Deferred Tax 4.76 -
Tax Effect of differences in overseas tax rates for foreign (6.46) (6.99)
subsidiaries and currency Translation

d) Reconciliation of Income Tax expense and the accounting profit multiplied by India’s tax rate (Contd.)
Rs. In Millions
March 31, 2020 March 31, 2019
Adjustments recognised in current year in relation to tax (3.76) 1.54
of prior years
Tax Effect of Income not subject to tax (2.09) (5.29)
Income chargeable at lower rate of tax - 0.89
Others (0.19) 0.37
Total Income Tax Expense 141.54 173.66
e) As per Taxation Laws (Amendment) Ordinance, 2019 dated September 20, 2019 a new section was
inserted named 115BAA under the Income Tax Act, 1961 wherein the Ordinance provides domestic
companies with an option to pay income tax at the rate of 22%, provided they do not claim certain
deductions under the IT Act. The Company after evaluation has decided to adopt the Lower Tax rate
effective from FY 19-20.
Consequent to the adoption of Lower tax rate as prescribed u/s 115BAA , the Company has given
away the benefit of carried forward MAT credit and 10AA ( SEZ deduction ) and other applicable
deductions as prescribed in the said Section 115BAA for FY 19-20. The Company is in the 11th year of
Tax Holiday benefit u/s 10AA( SEZ Benefit ) in the FY 19-20. The Company had already claimed the
deductions towards 100% of the profits from the SEZ unit for the first 5 years and 50% of the profits
from the SEZ unit for the next 5 years as provided under the Income Tax Act, until the previous year.
f) The Group offsets tax assets & liabilities if and only if it has a legally enforceable right to set off
current tax assets & current tax liabilities and the deferred tax assets and deferred tax liabilities relate
to income taxes levied by the same tax authority. Significant management judgment is required in
determining provision for income tax, deferred income tax assets and liabilities and recoverability of
deferred income tax assets.
g) The recoverability of deferred income tax assets is based on the estimate of taxable income in the
tax jurisdiction in which the entity operates and the period over which deferred income tax assets
will be recovered.
h) Tax Credits Carried forward Rs. In Millions
Particulars As at As at Expiry Date

March 31, 2020 March 31, 2019
F.Y 2008-09 -** -* March 31, 2024
F.Y 2009-10 -** 8.87 March 31, 2025
** Consequent to the adoption of Lower tax rate as prescribed u/s 115BAA , the Company has given away
the benefit of carried forward MAT credit in the current year.
Note 6 : Income Tax Assets (Net) Rs. In Millions

March 31, 2020 March 31, 2019
Advance Tax and Tax Deducted at Source (Net) 1.34 9.32
Total 1.34 9.32

Note 7 : Other Non Current Assets Rs. In Millions
March 31, 2020 March 31, 2019
Capital Advances 0.82 0.76
Employee Advances 3.84 -
Balances with Government authorities 70.39 64.66
Total 75.11 66.16
Note 8 : Trade Receivables Rs. In Millions
March 31, 2020 March 31, 2019
Trade Receivables Considered Good - secured - -
Trade Receivables Considered Good - Unsecured 759.06 457.58
Trade Receivables which have a significant increase in credit risk - -
Trade Receivables - Credit Impaired - -
Less: (Reversal of) allowance for Credit Loss (0.02) (0.34)
Total 759.04 457.24
Note 9 : Cash and Cash Equivalents Rs. In Millions

March 31, 2020 March 31, 2019
Balances With Banks
in Current Accounts 684.92 943.91
in Deposit Accounts with original maturity of less than 3 months 105.00 35.00
Cash On Hand -* 0.01
Total 789.92 978.92
Note 9.1: There are no repatriation restrictions with regard to Cash and Cash equivalents as at the end of
the reporting period and prior period.
Note 10: Other Bank Balances Rs. In Millions

March 31, 2020 March 31, 2019
Balances With Banks
Earmarked Balances with Banks - Unclaimed Dividend 2.92 3.93
Deposits with original maturity of more than 3 months but less 79.63 4.13
than 12 months (Refer Note 10.1 below)
Total 82.55 8.06
Note 10.1: Includes deposits under lien with bank towards guarantee issued by the bank on behalf of the
Company Rs. 3.09 Million (Previous Year: Rs. 3.63 Million).
Note 10.2: There are no repatriation restrictions with regard to Other Bank Balances as at the end of the
reporting period and prior period.

Note 11: Loans (Current) Rs. In Millions
March 31, 2020 March 31, 2019
Dues from Related parties (Refer Note 11.1 below) 46.83 45.24
Loans Receivable - credit impaired - -
Total 52.86 74.38
Note 11.1: Represents Loan given to a fellow subsidiary. The GBP loan was given at 2.5% interest per
annum for general purpose to the fellow subsidiary and was guaranteed by Expleo Technology
Germany GmbH (formerly known as Expleo Technology Germany AG).
Note 12: Other Current Financial Assets Rs. In Millions

March 31, 2020 March 31, 2019
Interest accrued on fixed deposits 0.76 0.11
Export incentive receivables 34.44 50.44
Other receivables - 0.80
Unbilled Revenue 25.21 25.28
Total 60.41 76.63
Note 13: Other Current Assets Rs. In Millions

March 31, 2020 March 31, 2019
Considered Good
Advances to vendors 6.32 4.84
Advances to employees and others 8.95 6.18
Balances with Government Authorities 1.84 2.70
Deferred rent - 0.58
Total 30.72 29.64
Note 14 : Equity Share Capital Rs. In Millions

March 31, 2020 March 31, 2019
a) Authorised
12,000,000 Equity Shares of Rs.10/- each 120.00 120.00
120.00 120.00
b) Issued, Subscribed and Paid Up
10,252,485 (Previous Year: 10,713,381) Equity Shares of Rs. 10/- 102.52 107.13
each fully paid up
102.52 107.13

c) During the year, the Company has bought back 460,896 (Previous Year: Nil) Equity Shares comprising
approximately 4.30% of the paid-up equity share capital of the Company.
In the previous year, the Company had issued 3,000 Equity shares under the Employee Stock Option
Scheme, 2011.
d) Reconciliation of number of shares outstanding at the beginning and end of the year
Particulars As at March 31, 2020 As at March 31, 2019

No. of shares Rs. In No. of shares Rs. In
Millions Millions
Equity Shares
Outstanding at the beginning of the 10,713,381 107.13 10,710,381 107.10
year
Add: Issued during the year - - 3,000 0.03
Less: Buyback of shares during the year 460,896 4.61 - -
(Refer Note: 32)
Outstanding at the end of the year 10,252,485 102.52 10,713,381 107.13
e) Shareholding Information
March 31, 2020 March 31, 2019
Equity Shares are held by
Expleo Technology Germany GmbH (formerly known as Expleo
Technology Germany AG) (Holding Company) 5,758,804 5,758,804
f) Rights, preferences and restrictions attached to Equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder
of equity share is entitled to one vote per share held. The dividend proposed by the Board of Directors
is subject to the approval of the Shareholders in the Annual General Meeting except in case of interim
dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of
the Company after distribution of all preferential amounts, in proportion to their shareholding.
g) Shareholders holding more than 5% shares in the Company
As at March 31, 2020 As at March 31, 2019

Particulars
No. of shares % No. of shares %
Equity Shares 5,758,804 56.17 5,758,804 53.75
Expleo Technology Germany GmbH (formerly
known as Expleo Technology Germany AG)
(Holding Company)
As per the records of the Company, including its register of shareholders/ members and other
declarations received from shareholders regarding beneficial interest, the above shareholding
represents both legal and beneficial ownership of shares.
h) Equity Shares Reserved for Issue Under Options
For Details of shares reserved for issue under the employee stock option (ESOP) plan of the Company,
refer Note 31 (a) to the Consolidated Financial Statements.

Note 15: Other Equity Rs. In Millions
March 31, 2020 March 31, 2019
a) Securities Premium (Refer Note 15.1 below)
Addition during the year - 0.31
Closing Balance - 193.53
b) General Reserve (Refer Note 15.2 below)
Addition during the year 34.00 31.00
c) Retained Earnings (Refer Note 15.3 below)
Profit for the year 399.02 362.02
Transfer to General Reserve (34.00) (31.00)
Other Comprehensive Income (4.33) (1.55)
Transfer to Capital redemption reserve upon Buyback (Refer (4.61) -
Notes 15.4 and 32)
Dividends (including Dividend Distribution Tax) - (258.31)
Closing Balance 1,167.49 874.39
d) Capital Redemption Reserve (Refer Note 15.4 below)
Opening Balance - -
Transfer from Retained Earnings upon Buyback (Refer Notes 4.61 -
15.4 and 32)
Closing Balance 4.61 -
e) Employee Stock Compensation Reserve (Refer Note 15.5 below)
Addition during the year - -
Total 1,419.50 1,281.32
Note 15.1: Securities Premium
The Securities Premium has been created on account of premium on issue of Equity Shares. The reserve
is utilised in accordance with the provisions of the Companies Act, 2013. During the year, an amount
of Rs. 193.53 Million was utilised from Securities Premium, to offset the excess of total buy-back cost of
Rs. 261.11 Million (including Rs. 7.62 Million towards transaction cost of buy-back) over par value of shares.
Note 15.2: General Reserve
The Group has transferred a portion of the net profit of the Company to general reserve, on a voluntary
basis.

Note 15.3: Retained Earnings
Retained Earnings are the profits that the Company has earned till date, less any transfers to General
Reserve, dividends or other distributions paid to shareholders. During the year, an amount of Rs. 59.97
Million was utilised from retained earnings, to offset the excess of total buy-back cost of Rs. 261.11 Million
(including Rs. 7.62 Million towards transaction cost of buy-back) over par value of shares.
Note 15.4: Capital Redemption reserve
As per provisions of Section 69 of the Companies Act, 2013, Capital Redemption Reserve is to be created
when Company purchases (buys back) it’s own shares out of the free reserves for an amount equal to
the nominal value of shares (Share Capital extinguished) so purchased. Accordingly, an amount of Rs.
4.61 Million i.e. the Share Capital extinguished has been transferred from Retained Earnings to Capital
Redemption Reserve.
Note 15.5: Employee Stock Compensation Reserve
The Employee Stock Compensation Reserve is used to recognise the grant date fair value of options
issued under the Group’s Stock Option Plan provided to employees as part of their remuneration (Refer
Note 31 (b)).
Note 16: Other Non-current Financial Liabilities Rs. In Millions
March 31, 2020 March 31, 2019
Total 65.38 -
Note 17: Provisions ( Non Current) Rs. In Millions
March 31, 2020 March 31, 2019
Compensated absenses 10.96 7.64
Gratuity 7.22 5.27
Total 18.18 12.91
Note 18: Other Current Financial Liabilities Rs. In Millions
March 31, 2020 March 31, 2019
Employee benefits payable 97.12 95.40
Gratuity 8.11 1.40
Liabilities for other expenses 159.98 218.01
Unclaimed dividend (Refer Note 18.1 below) 2.92 3.93
Total 286.88 318.74
Note 18.1: There are no amounts due for payment to the Investor Education and Protection Fund as at
the end of the current year and previous year.

Note 19: Other Current Liabilities Rs. In Millions
March 31, 2020 March 31, 2019
Statutory Dues 72.35 56.26
Unearned Revenue 2.32 7.40
Total 74.67 63.66
Note 20: Provisions ( Current) Rs. In Millions
March 31, 2020 March 31, 2019
Provision for Employee Benefits:
Provision for Gratuity 1.42 1.11
Total 4.91 4.70
Note 21: Current Tax Liabilities (Net) Rs. In Millions
March 31, 2020 March 31, 2019
Provision for Tax (Net) 52.80 53.73
Total 52.80 53.73
( Refer Note 5 for Tax Reoncilations)
Note 22: Revenue from Operations Rs. In Millions

Particulars For the year For the year
ended ended
March 31, 2020 March 31, 2019
Revenue from Contracts with customer
Software Services (Refer Note 22.1 below) 2,694.04 2,827.73
Total 2,694.04 2,827.73
Note 22.1: Disclosures relating to Revenue from Operations
a) Disaggregation of Revenue
The table below presents disaggregated revenues from contracts with customers for the
years ended March 31, 2020 and March 31, 2019 by contract type. The Group believes that this
disaggregation best depicts how the nature, amount, timing and uncertainty of their revenues
and cash flows are affected by economic factors.
Revenue based on contract type: Rs. In Millions

Particulars For the year For the year
ended ended
March 31, 2020 March 31, 2019
Fixed Bid 932.74 1,145.49
Time & Material 1,761.30 1,682.24
Total 2,694.04 2,827.73

The Group derives its revenue across two categories of contracts - Fixed Bid contracts and
Time & Material (T&M) contracts. The Group has identified a single reportable segment namely
‘Software Validation and Verification Services’ as disclosed in Note 37 to the Consolidated Financial
Statements. The Group has disclosed revenue generated by geographical market which is provided
only as per the specific requirement of Ind AS 108 for a single reportable segment. However, the
Group does not assess revenue based on geography and hence there is no disaggregation of
revenue disclosed based on geography.
b) The contract liabilities (unearned revenue) primarily relate to the advance consideration received
from customers for which revenue is recognised over time. An amount of Rs. 7.40 Million (Previous
Year: Rs. 17.65 Million) recognised in contract liabilities as at April 1, 2019 has been recognised as
revenue for the year ended March 31, 2020.
c) There is no revenue recognised in the reporting period for performance obligations satisfied in
previous periods.
d) Transaction price allocated to the remaining performance obligations
The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance
obligations is Rs. 55.60 Million (Previous Year: Rs. 102.41 Million) which is expected to be recognised
as revenue in the next year. Remaining performance obligation estimates are subject to change
and are affected by several factors, including adjustments for currency.
e) Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction
price yet to be recognized as at the end of the reporting period and an explanation as to when
the Company expects to recognize these amounts in revenue. Applying the practical expedient as
given in Ind AS 115, the Company has not disclosed the remaining performance obligation related
disclosures for contracts where the revenue recognized corresponds directly with the value to the
customer of the entity’s performance completed to date, typically those contracts where invoicing
is on time and material basis and in the case of fixed bid contracts with an original expected
project duration of less than one year.
f) Revenue as per contracted price with the customers Rs. In Millions

March 31, 2020 March 31, 2019
Revenue from contracts with customers (as per the 2,694.04 2,827.73
Statement of Profit and Loss)
Add: Discounts 39.61 15.55
Revenue as per contracted price with the customers 2733.65 2,843.28

Note 23: Other Income Rs. In Millions
March 31, 2020 March 31, 2019
Interest Income
On Fixed deposits and others 15.22 15.19
On Other financial assets carried at amortised cost 0.85 1.11
On Income Tax Refund 0.05 -
Export Incentives (Net) 8.14 34.44
Profit on Sale of Property Plant and Equipment 0.23 -
Provision no longer required written back - 4.78
Provision for expected credit loss written back 0.32 1.00
Miscellaneous Income - 3.29
Net foreign exchange gain 60.56 -
Government Grant 0.46 0.15
Total 85.83 59.96
Note 24: Employee Benefit Expense Rs. In Millions

March 31, 2020 March 31, 2019
Salaries, wages and bonus 1,682.78 1,720.39
Contribution to provident and other funds (Refer Note 28 (b) (i)) 72.25 67.20
Gratuity expense (Refer Note 28 (b) (ii)) 13.47 18.79
Staff welfare expense 24.60 27.21
Total 1,793.10 1,833.59
Note 25: Finance Cost Rs. In Millions

March 31, 2020 March 31, 2019
Interest on Income Tax 0.48 0.67
Interest on Lease liability (Refer Note 25.1) 10.60 -
Total 11.08 0.67
Note 25.1 : The Interest on lease liability has arisen on account of implementation of Ind AS 116 “ Leases”.

Note 26: Other Expenses Rs. In Millions
March 31, 2020 March 31, 2019
Travel and conveyance 163.21 173.42
Net foreign exchange loss - 22.65
Sales commission 16.51 13.42
Professional fees 24.42 42.04
Software expenses 33.72 34.13
Rent expenses for Short term and low value leased assets 3.90 28.01
(Refer Note 34)
Marketing and selling expenses 23.84 24.26
Repairs & maintenance
Buildings 18.40 16.94
Plant and machinery 2.11 1.23
Others 12.26 5.73
Power and fuel 16.69 15.75
Rates and taxes 12.25 19.34
Loss on sale of Property, Plant & Equipment - 0.78
Communication expenses 8.49 14.27
Commission to independent directors 4.50 4.55
Insurance 11.44 10.27
Training and recruitment 8.52 11.11
Corporate social responsibility expense 7.83 7.97
Audit fees 2.88 1.62
Directors sitting fees 1.66 1.74
Miscellaneous expenses 4.28 13.53
Total 376.91 462.76
Note 27: Earnings Per Share
a) Basic Earnings Per Share
The calculation of Basic Earnings Per Share is based on profit attributable to equity shareholders
and weighted average number of equity shares outstanding.
(i) Profit attributable to equity shareholders (basic) Rs. In Millions

March 31, 2020 March 31, 2019
the Company
Total 399.02 362.02

(ii) Weighted average number of equity shares (basic) Rs. In Millions
March 31, 2020 March 31, 2019
Number of equity shares at the beginning of the year 10,713,381 10,710,381
Add: Weighted average of shares issued during the year - 2,729
Less: Weighted average of shares bought back during the year 351,339 -
Total weighted average number of equity shares for 10,362,042 10,713,110
calculating basic EPS
Earnings Per Share - Basic (in Rs.) (Face Value Rs. 10/- per share) 38.51 33.79
b) Diluted Earnings Per Share
The calculation of diluted earnings per share is based on the profit attributable to equity shareholders
and weighted average number of equity shares outstanding after adjustment for the effects of all
dilutive potential equity shares.
(i) Profit attributable to equity shareholders (diluted) Rs. In Millions

March 31, 2020 March 31, 2019
the company
Total 399.02 362.02
(ii) Weighted average number of equity shares (diluted) Rs. In Millions

March 31, 2020 March 31, 2019
Weighted average number of equity shares outstanding 10,362,042 10,713,110
(basic)
Add: Effect of dilutive stock option - 2,314
Weighted average number of equity shares for calculating 10,362,042 10,715,424
diluted EPS
Earnings Per Share - Diluted (in Rs.) (Face Value Rs. 10/- per share) 38.51 33.79
Note 28 : Disclosure as required under Ind AS 19 ‘Employee Benefits’

a) Compensated Absences
The Company provides for the encashment of leave or leave with pay to offshore employees.
The employees are entitled to accumulate leave, subject to certain limits, for future availment/
encashment. The liability is provided based on the number of days of unutilised days of leave at each
Balance Sheet date on the basis of the year-end actuarial valuation using the projected unit credit
method. The scheme is unfunded.

Note 28 : Disclosure as required under Ind AS 19 ‘Employee Benefits’ (contd.) Rs. In Millions
March 31, 2020 March 31, 2019
Liability at the beginning of the year 11.23 14.79
Leave salary cost accounted for the year (Net) 3.22 (3.56)
Total liability as at the end of the year 14.45 11.23
Note 28.1: Refer Note 17 for Long term benefits and Note 20 for Short term benefits.
b) Post-employment obligations
(i) Defined contribution plan - Provident fund & Social Security Schemes Rs. In Millions
March 31, 2020 March 31, 2019
Employer’s contribution accounted for the year (Includes EDLI 72.25 67.20
charges and Employer’s contribution to Employees’ Pension
Scheme, 1995) (Refer Note 24)
Total 72.25 67.20
(ii) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount
of gratuity payable on retirement/ termination is the employees last drawn basic salary per month
computed proportionately for 15 days salary multiplied by the number of years of service. The gratuity
plan is a funded plan and the Company makes contributions to Life Insurance Corporation of India
(LIC) as per New Group Gratuity Cash Accumulation Plan for Pension and Group Schemes Fund by
Insurance Regulatory and Development Authority (IRDA) Regulations. The Company does not fully fund
the liability and maintains a target level of funding to be maintained over a period of time based on
estimations of expected gratuity payments.
Defined Benefit Plan - Gratuity Rs. In Millions
March 31, 2020 March 31, 2019
i) Change in Present Value Of Defined Benefit Obligation
Present Value Of Defined Benefit Obligation at the beginning 92.60 82.09
of the year
Interest cost 5.73 5.57
Benefits paid (17.65) (17.23)
Past Service Cost - 0.21
Actuarial (Gain)/ Loss on obligations- due to change in - -
Actuarial (Gain)/ Loss on obligations- due to change in financial 4.58 1.07
assumptions
Actuarial (Gain)/ Loss on obligations- due to change in 1.90 1.53
experience
Present value of obligation as at end of the year 101.30 92.60

Defined Benefit Plan - Gratuity (contd.) Rs. In Millions
March 31, 2020 March 31, 2019
ii) Change in fair value of Plan Assets
Fair value of plan assets at the beginning of the year 84.82 75.92
Expected return on plan assets 5.82 5.68
Contributions made 11.00 18.46
Benefits paid (15.88) (15.46)
Return on plan assets, excluding amounts included in interest 0.56 0.22
(expense)/ income
Fair value of plan assets at the end of the year 86.33 84.82
iii) Amount recognized in the Balance Sheet

Present value of the obligation as at end of the year 103.07 92.60
Fair value of plan assets as at end of the year 86.32 84.82
Net obligation as at end of the year 16.75 7.78
Amount recognized in the Balance Sheet 16.75 7.78
Net asset/(liability) recognized - Current 9.52 2.51
Net asset/(liability) recognized - Non current (Refer Note (i) 7.22 5.27
below)
iv) Expenses recognized in the Statement of Profit and Loss for the year
Past service cost - 0.21
Net Interest on Net Defined benefit obligations (0.10) (0.11)
Total expense included in employee benefit expenses 13.47 18.79
v) Recognized in Other Comprehensive Income for the year

Actuarial (Gain)/ Loss on obligations - due to change in - -
Actuarial (Gain)/ Loss on obligations - due to change in 4.58 1.07
financial assumptions
Actuarial (Gain)/ Loss on obligations - due to change in 1.89 1.53
experience
Remeasurement - (return)/ loss on plan assets excluding (0.55) (0.22)
amount included in net interest income
Recognized in Other Comprehensive Income 5.92 2.38
vi) Actuarial assumptions

Discount rate - Current 6.15% 7.07%
Expected rate of return on plan assets 6.15% 7.07%
Salary Escalation - Current 7.00% 7.00%
Attrition rate 18.00% 18.00%
Discount rate for Expleo Solutions FZE 1.92% 3.24%
Attrition rate for Expleo Solutions FZE 3.00% 3.00%

Defined Benefit Plan - Gratuity (contd.) Rs. In Millions
March 31, 2020 March 31, 2019
vii) Sensitivity Analysis
The sensitivity of the defined benefit obligation to changes in
the weighted principal assumptions is:
Impact on defined benefit obligation
Delta effect of +0.5% Change in Rate of discounting 100.62 90.51
Delta effect of -0.5% Change in Rate of discounting 104.81 94.84
Delta effect of +0.5% Change in Rate of Salary Escalation 104.81 94.85
Delta effect of -0.5% Change in Rate of Salary Escalation 100.57 90.45
Delta effect of +0.5% Change in Rate of Employee turnover 102.48 92.56
Delta effect of -0.5% Change in Rate of Employee turnover 102.82 92.70
Methodology adopted for asset liability management (ALM) Projected Unit Projected Unit
Credit Method Credit Method
Refer note 28.2 (ii) below
viii) Maturity profile of defined benefit obligation
The weighted average duration of the defined benefit obligation is 10 years. The expected maturity analysis
of gratuity is as follows:
Rs. In Millions
Projected benefits payables in future years from the date of For the year ended For the year ended
reporting March 31, 2020 March 31, 2019
1st Following year 16.38 15.25
2nd Following year 16.01 14.97
3rd Following year 15.00 13.92
4th Following Year 13.99 12.68
5th Following year 13.06 11.46
Sum of year 6 to 10 years 47.06 39.81
ix) Category of Plan assets

Funds managed by the Insurer 100% 100%
x) Risk exposure
This does not apply to the Company since it invests in the traditional plan of LIC, for which the underlying assets
are not known to the policy holders.
Note 28.2 :
(i) The Group has no legal obligation to settle the deficit in the funded plans with an immediate
contribution or additional one off contributions. The Group intends to continue to contribute
the defined benefit plans based on short term expected pay-outs in line with the actuary’s
recommendations.
(ii) Usefulness & methodology adopted for sensitivity analysis
Sensitivity analysis is an analysis which will give the movement in liability if the assumptions were not
to be true on different count. This only signifies the change in the liability if the difference between
assumed & the actual is not following the parameters of the sensitivity analysis.

Note 29 : Financial Instruments- Fair Values and Risk Management
a) The following table shows the carrying amounts and fair values of financial assets and financial
liabilities, including their levels in the fair value hierarchy. It does not include fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a
reasonable approximation of fair value.
Rs. In Millions
Fair Fair Amortised Total Level 1 Level 2 Level 3 Total
value Value cost
through through
profit or OCI*
loss
Financial Assets:
non current
Cash and cash - - 789.92 789.92 - - - -
equivalents
than cash and cash
equivalents
current
Loan given to Related - - 46.83 46.83 - - - -
Party
fixed deposits
Export Incentive - - 34.44 34.44 - - - -
Receivable
Total - - 1,762.09 1,762.09 - 18.11 - 18.11
Lease Liability - Non - - 65.38 65.38 - - - -
Current
Lease Liability - - - 18.75 18.75 - - - -
Current
Trade payables - - 118.12 118.12 - - - -
Other current - - 268.13 268.13 - - - -
Total - - 470.38 470.38 - - - -

Note 29 : Financial Instruments- Fair Values and Risk Management (Contd.)
Rs. In Millions
Fair Fair Amortised Total Level 1 Level 2 Level 3 Total
value Value cost
through through
profit or OCI*
loss
Financial Assets:
Security deposits - non - - 8.79 8.79 - 8.82 - 8.82
current
Cash and cash - - 978.92 978.92 - - - -
equivalents
than cash and cash
equivalents
current
Loan given to Related - - 45.24 45.24 - - - -
Party
fixed deposits
Export Incentive - - 50.44 50.44 - - - -
Receivable
Other Receivables - - 0.80 0.80 - - - -
Total - - 1,604.02 1,604.02 - 8.82 - 8.82
Trade payables - - 80.98 80.98 - - - -
Other current financial - - 318.74 318.74 - - - -
liabilities
Total - - 4,548.52 4,548.52 - - - -
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3.
There have been no transfers among Level 1, Level 2 and Level 3 during the current year and previous
year.
b) Measurement of Fair Value
The Group uses Discounted Cash Flow valuation technique (in relation to fair value of asset measured at
amortised cost) which involves determination of present value of expected receipt/ payment discounted
using appropriate discounting rates. The fair value so determined are classified as Level 2.

c) Financial Risk Management
The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit and
liquidity, which may impact the fair value of its financial instruments. The Group assesses the
unpredictability of the financial environment and seeks to mitigate potential adverse effects on the
financial performance of the Group.
(i) Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt
according to the contractual terms or obligations. Credit risk encompasses, both, the direct risk
of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit
risk of existing customer is controlled by continuous monitoring of the collections trend of each
customer on a periodical basis. With respect to a new customer, the Company uses an external/
internal sources to assess the potential customer’s credit quality.
Financial instruments that are subject to concentrations of credit risk principally consist of trade
receivables, loans, cash and cash equivalents, other balances with banks and other financial assets.
None of the financial instruments of the Group result in material concentration of credit risk.
Credit risk on cash and cash equivalents is limited as the Group generally invests in Fixed deposits
with banks having high credit ratings.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk is Rs. 1,762.09 Million (Previous Year: Rs. 1,604.02 Million) being the total of the
carrying amount of trade receivables, cash and cash equivalents, other balances with banks, loans
and other financial assets.
Trade Receivables
Ind AS requires expected credit losses to be measured through a loss allowance. The Group assesses
at each balance sheet date whether a financial asset or a group of financial assets is impaired. The
Group recognises lifetime expected losses for all contract assets and / or all trade receivables that
do not constitute a financing transaction. For all other financial assets, expected credit losses are
measured at an amount equal to the 12 months expected credit losses or at an amount equal to the
life time expected credit losses, if the credit risk on the financial asset has increased significantly
since initial recognition.
The Group has used a practical expedient by computing the expected credit loss allowance for trade
receivables based on a provision matrix. The provision matrix takes into account historical credit loss
experience and adjusted for forward-looking information. The concentration of credit risk is limited
due to the fact that the customer base is large and unrelated. Before accepting any new customer,
the Group uses an external/ internal source to assess the potential customer’s credit quality. The
expected credit loss allowance is based on the ageing of the days the receivables are due and the
rates as given in the provision matrix.
The following table gives the details in respect of the amount and percentage of trade receivables
from a major customer:
Rs. In Millions
March 31, 2020 March 31, 2019
Trade Receivables from a major customer - 52.09
Percentage of Trade Receivables from a major customer 0.00% 11.00%

The movement in the expected credit loss allowance is as follows: Rs. In Millions
March 31, 2020 March 31, 2019
Balance at beginning of the year 0.34 1.34
Impariment loss (reversed) (0.32) (1.00)
Balance at end of the year 0.02 0.34
(ii) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Such changes in the values of financial instruments may result
from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market
changes. The Group exposure to market risk is primarily on account of foreign currency exchange
rate risk.
a) Foreign Currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the Statement
of Profit and Loss, where any transaction references more than one currency or where assets/
liabilities are denominated in a currency other than the functional currency of the respective entities.
Considering the countries and economic environment in which the Group operates, its operations
are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily
relate to fluctuations in USD, EURO and GBP against the functional currency of the Group. The Group
evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange
rate risks.
Exposure in Foreign Currency (FCY) - Unhedged
Particulars FCY As at March 31, 2020 As at March 31, 2019
Amount in Amount in Amount in Amount in
FCY Rs. FCY Rs.
(in Millions) (in Millions) (in Millions) (in Millions)
Trade Receivables GBP 1.22 113.64 1.24 112.43
Trade Receivables USD 3.01 227.10 1.78 123.14
Trade Receivables EUR 2.97 246.49 1.94 150.68
Cash and Cash Equivalents GBP 2.40 222.98 2.82 255.52
Cash and Cash Equivalents USD 0.88 66.42 1.18 81.45
Cash and Cash Equivalents EUR 2.73 226.48 5.68 452.27
Loans USD -* 0.03 0.20 15.54
Loans GBP 0.50 46.83 0.50 45.24
Other Current Financial Assets USD 0.48 36.28 1.01 69.55
Other Current Financial Assets GBP 0.02 1.52 - -
Trade Payables GBP 0.73 68.07 0.01 0.54
Trade Payables USD 0.02 1.59 0.11 7.44
Trade Payables EUR 0.18 14.60 0.03 2.24
Other Current Financial Liabilities GBP 0.27 24.68 0.41 37.72
Other Current Financial Liabilities USD 0.16 11.85 0.37 5.51
Other Current Financial Liabilities EUR 0.34 28.37 0.49 37.95
*Denotes amounts in respective foreign currency less than 5,000/-.

Sensitivity Analysis
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency
denominated financial instruments.
Rs. In Millions
Particulars Impact on profit after tax
March 31, 2020 March 31, 2019
GBP Sensitivity
INR/GBP - Increased by * 14.61 18.75
INR/GBP - decreased by * (14.61) (18.75)
USD Sensitivity
INR/USD - Increased by * 15.82 13.06
INR/USD - decreased by * (15.82) (13.06)
EUR Sensitivity
INR/EUR - Increased by * 21.50 28.14
INR/EUR - decreased by * (21.50) (28.14)
* Holding all other variables constant
b) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group exposure to the risk of changes in
market interest rates relates to investments in short-term fixed deposits, which do not expose it to
significant interest rate risk.
(iii) Liquidity Risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective
of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available
for use as per requirements. The Group manages liquidity risk by maintaining adequate reserves,
banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual
cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date:
Rs. In Millions
amount Total Within 12 1-2 years 2-5 years More
months than 5
years
Non-Current
Other non-current financial 65.38 65.38 - 14.44 50.94 -
liabilities - Lease Liability

Rs. In Millions
months than 5
years
Current
Trade Payables 118.12 118.12 118.12 - - -
Other current financial 18.75 18.75 18.75
liabilities - Lease Liability
Liabilities - Others
Rs. In Millions
months than 5
years
Current
Trade Payables 80.98 80.98 80.98 - - -
Liabilities
Note 30 : Capital Management

The Group manages its capital to ensure that it will be able to continue as a going concern while
maximizing the return to stakeholders. The Group is not subject to any externally imposed capital
requirements.
Note 31 : Employee Stock Option Plan
a) The Group provides share based payment schemes to its employees. During the year ended March
31, 2019, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme
and the grant are as below:
On April 29, 2011 the Board of Directors approved the equity settled ESOP scheme 2011 (Scheme
2011) for issue of stock options to the key employees and directors of the Company setting aside
1,005,100 options under this scheme. According to the Scheme 2011, the employees selected by
the Remuneration Committee from time to time will be entitled to options, subject to satisfaction
of the prescribed vesting conditions, viz., continuing employment of 3 years. The contractual life
(comprising vesting period and exercise period) of options granted is 8 years. The other relevant
terms of the grant are as below:
Particulars Options granted on
October 25, 2012
Vesting period 3 years
Exercise period 5 years
Exercise price Rs.114.70
Market price on the date of grant Rs.114.70

The details of activity under the Scheme 2011 are summarized below: Rs. In Millions
Particulars March 31, 2020 March 31, 2019
No. of Weighted No. of Weighted
options Average options Average
Exercise price Exercise price
(WAEP) (WAEP)
Outstanding at the beginning of - - 3,000 114.70
the year
Granted during the year - - - -
Forfeited during the year - - - -
Exercised during the year - - 3,000 114.70
Outstanding at the end of the - - - -
year
Exercisable at the end of the - - - -
year
The weighted average fair value of stock options granted during the year - No Options have been
granted during the year or during the previous year.
b) The Holding Company, Expleo Technology Germany GmbH (formerly known as Expleo Technology
Germany AG), Germany had granted 20,000 stock options to senior employees of the Group in March,
2016. These options would vest over a period of four years from the date of the grant i.e. March 18,
2016 and would be exercised within five years from the end of the vesting period i.e. May 31, 2025. The
Holding Company did not charge any cost for this benefit.
During the Financial Year 2017-18, the shares of Expleo Technology Germany GmbH (formerly known as
Expleo Technology Germany AG), got acquired by Assystems Services Deutschland GmbH including
the stock options. This resulted in vesting of the aforementioned options on an accelerated basis
and the stock options were exercised and settled in the previous year. There were no outstanding
options at the end of the previous year and hence no contractual life of options outstanding at the
end of March 31, 2018 and March 31, 2019. The opening balance of stock options as at April 01, 2017
and the options exercised during the Financial Year 2017-18 were 20,000 stock options. The weighted
average price as at April 01, 2017 was Rs. 418.27 and the exercise price was Rs. 744.98.
Fair Value of options granted
The fair value of the option at the grant date of Rs. 65.14 (GBP 0.685) as been determined as the
difference between the weighted average of the share price at the date of grant as reduced by the
exercise price.
The Exercise price of the stock option at the date of grant by Expleo Technology Germany GmbH
(formerly known as Expleo Technology Germany AG), Germany was determined as follows:
The Option Price was based on the average (mean) of the closing prices for Depositary Interests of
the Company (ISIN DE 005493514) on the AIM segment of the London Stock Exchange (hereinafter
the “AIM Trading”) determined in British Pound (“GBP”) on the last 20 trading days preceding the
day of the offer to subscribe (“Reference Price”) minus a deduction of 15% from the Reference Price.
These stock options were accounted for as an equity settled share based payment transaction in
the consolidated financial statements of the Group in accordance with Ind AS 102 ‘Share Based
Payments’.

Note 32: Buy back
The Shareholders approved the proposal of Buyback of Equity Shares recommended by the Board of
Directors, in its meeting held on January 31, 2019, through the postal ballot that concluded on March 28,
2019.
The buyback was offered to all eligible Equity Shareholders of the Company (other than the Promoters,
the Promoter Group and Persons in control of the Company) under the tender offer route on a
proportionate basis. The tender period for the buyback opened on May 30, 2019 and closed on June 13,
2019.
The Company has bought back and extinguished 4,60,896 Equity Shares at an average buyback price
of Rs. 550/- per equity share, constituting approximately 4.30% of the pre-buyback paid-up Equity Share
Capital of the Company. The buyback resulted in Rs. 261.11 Million (including Rs. 7.6 Million towards
transaction cost of buy-back) cash outflow. The Company funded the buyback from its free reserves
(i.e. Securities Premium and Retained Earnings).
The Company has in accordance with the provisions of Section 69 of the Companies Act, 2013, created
‘Capital Redemption Reserve’ amounting to Rs. 4.61 Million equal to the nominal value of the shares
bought back as an appropriation from Retained Earnings.
Note 33 : Asset pledged as security
The Group has a bank guarantee facility with a bank which is secured by Fixed deposits (Previous
year secured by hypothecation of book debts) of the Company, both present and future. There is no
outstanding amount due on this account as at the end of the current year and the previous year.
Rs. In Millions
March 31, 2020 March 31, 2019
Current
Financial Assets
First Charge
Current Assets - Fixed deposit 10.00 -
Current Assets - Trade Receivables - 254.94
Total assets pledged as security 10.00 254.94
Note 34: Disclosure required under Ind AS 116 “Leases”

The Group has entered into operating leases for its office buildings. These leases have terms of 3 to 6
years. Future minimum contractual rentals payable under non-cancellable operating leases as at March
31, 2020 is Rs. 84.13 Million.
The Group has used modified retrospective approach as per para C5(b) of Ind AS 116. Accordingly, as per
para C7 of Ind AS 116, the comparatives have not been retrospectively adjusted. The effect of adoption of
Ind AS 116 is Rs. Nil and hence there is no adjustment on the opening balance of the retained earnings.
The difference between the future minimum lease rental commitments towards non-cancellable
operating leases reported as at March 31, 2019 compared to the lease liability as accounted as at April
1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of
the leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and
exclusion of the commitments for the leases to which the Group has chosen to apply the practical
expedient as per the standard.
The Group used a practical expedient, and did not recognise right-of-use assets and liabilities for leases
for which the lease term ends within 12 months of the date of initial application. The lease payments
associated with these amounting to Rs. 3.90 Million are recognised as expenses on a straight line basis
over the lease term.
On transition to Ind AS 116, the Group recognised right-of-use assets amounting to Rs. 106.18 Million
and related accumulated depreciation amounting to Rs. 23.24 Million (refer Note 3).
The movement in Lease Liabilities during the year ended March 31, 2020 is as follows :
Rs. In Millions
Particulars As at
March 31, 2020
Liability as at April 1, 2019 101.30
Interest expenses 10.60
Payment of Lease Liabilities (27.77)
Liability as at March 31, 2020 84.13
The Lease Liabilities amounting to Rs 84.13 Million comprises of Non Current Lease liabilities of Rs. 65.38
Million (refer Note 16) and current lease liability of Rs. 18.75 Million (refer Note 18) as at March 31, 2020.
The contractual maturities of lease liabilities as at March 31, 2020 is disclosed in Note 29.
The incremental borrowing rates derived by a valuer, on the basis of the borrowing rate for each lease
contract for the remaining life of the lease contract, adjusted with the credit profile of the Group, are
used for each of the office buildings separately and the average lessee’s incremental borrowing rate
applied to lease liabilities recognised in the balance sheet at the date of initial application ranges from
12.17% to 12.59%.
Reconciliation between operating lease commitments disclosed in financials as at March 31, 2019
applying Ind AS 17 (discounted) and lease liabilities recognised in the statement of financial position as
at April 1, 2019 i.e. date of initial application.
Rs. In Millions
Opening Balance of Lease as at March 31, 2019 63.54
Additional Lease commitments based on expected extension of Lease term 37.76
Lease liability as at April 1, 2019 101.30
Note: The Opening balance of lease excludes the properties which are not considered as lease as per
Ind AS 116.
Note 35 : Contingent Liabilities and Commitments Rs. In Millions
March 31, 2020 March 31, 2019
a) Contingent Liabilities
(i) Claims against the Company not acknowledged as debt :
Service Tax related matters 786.38 786.38
Income Tax related matters 116.07 104.19
(ii) Guarantees
Counter Guarantees issued to bank 3.09 5.04
b) Commitments
Estimated amount of contracts remaining to be executed on 1.67 0.46
capital account and not provided for (Net of Advance)

The Service Tax Authorities had made a demand for Rs.329.14 Million along with interest and penalty
for an equivalent amount, towards tax leviable for certain services rendered by the Group for the period
April, 2011 to March, 2016. The Service Tax Authorities had also made a demand for Rs. 126.90 Million
along with interest and penalty of Rs.1.2 Million towards tax leviable for certain services rendered by the
Group for the period April, 2016 to June, 2017. The Group has filed an appeal before the Central Excise
and Service Tax Appellate Tribunal (CESTAT) for both the demands and the Management expects it’s
position to be upheld by the Authorities in respect of both the demands.
Contingent liabilities include demand from the Income tax authorities for payment of additional tax of
Rs. 114.89 Million for the fiscal years 2008-09, 2009-10, 2011-12, 2012-13, 2013-14, 2014-15 , 2015-16, 2016-17
and 2017-18. The tax demand is mainly on account of disallowance of a portion of the deduction claimed
by the Company under Section 10A/10AA of the Income Tax Act and also other expenses disallowed.
The Company has filed appeals before CIT (Appeals), ITAT and Madras High Court. The Group has also
paid an amount of Rs. 32.73 Million (after adjusting the refund of Rs. 10.74 Million related to earlier years),
towards the outstanding demand (under protest). The Management believes that its position in respect
of all the years will be upheld by the Authorities.
Note 36 : Foreign Exchange Difference
The amount of exchange loss included in the Statement of Profit & Loss is Rs. 60.56 Million (Previous
Year: Gain of Rs. 22.65 Million).
Note 37 : Segment Information
The Company’s Board of Directors along with it’s Chief Operating Decision Maker (CODM) examines the
Group’s performance and has identified a single reportable segment namely as “Software Validation
and Verifications Services” related to banking, financial services and insurance industry. The Board of
Directors primarily uses a measure of adjusted Earnings Before Interest and Tax (EBIT) and profit before
tax to assess the performance of the operations.
The geographic information analyses the Group’s revenue and Non-Current Assets by the Holding
Company’s country of domicile and other countries. The Holding Company is domiciled in India. In
presenting the geographical information, revenue in the disclosure below is based on the geographic
location where the service is rendered. Non-Current Assets other than financial instruments and
deferred tax assets in the disclosure below are based on the geographic location of the Non-Current
Assets.
The amount of the revenue from the external customer broken down by location of the customer and
Non-Current Assets are shown in the tables below:
Rs. In Millions
March 31, 2020 March 31, 2019
Sales revenue by geographical market
Within India 352.24 226.31
Outside India 2,341.80 2,601.42
Total 2,694.04 2,827.73

Rs. In Millions
March 31, 2020 March 31, 2019
Non-Current Assets other than financial instruments and deferred
tax assets by geographical market
Within India 331.68 258.23
Outside India 4.65 5.89
Total 336.33 264.12
Rs. In Millions
March 31, 2020 March 31, 2019
Revenue from major customers
Customers individually contributing more than 10% of 400.67 569.76
total revenue
Other Customers 2,293.37 2,257.97
Total 2,694.04 2,827.73
Note 38 : Additional Information, as required under Schedule III to the Companies Act, 2013, of Enterprises
consolidated as subsidiaries
Name of the entity Net Assets i.e. total Share in profit or loss Share in Other Share in Total
assets minus liabilities Comprehensive Income Comprehensive
(OCI) Income (TCI)
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (Rs. In consolidated (Rs. In consolidated (Rs. In TCI (Rs. In
net assets Millions) profit or loss Millions) OCI Millions) Millions)
As at March 31, 2020
Parent 86% 1,312.28 88% 349.68 108% (4.67) 87% 345.02
Subsidiaries
Foreign
1) Expleo Solutions Pte. 2% 28.39 3% 13.79 - - 3% 13.79
Ltd. Singapore
2) Expleo Solutions Inc 1% 22.19 3% 11.75 - - 3% 11.75
(formerly known as
SQS BFSI Inc), USA
3) Expleo Solutions UK 12% 181.13 3% 13.75 - - 3% 13.75
Limited UK.
4) Expleo Solutions FZE (1%) (16.33) 3% 10.05 (8%) 0.34 3% 10.39
(formerly known as
SQS BFSI FZE), UAE
Sub-total 14% 215.38 12% 49.34 (8%) 0.34 13% 49.68
Non-controlling - - - - - - - -
interests in all
Subsidiaries
Grand total 100% 1,527.66 100% 399.03 100% (4.33) 100% 394.70

Name of the entity Net Assets i.e. total Share in profit or loss Share in Other Share in Total
assets minus liabilities Comprehensive Income Comprehensive
(OCI) Income (TCI)
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (Rs. In consolidated (Rs. In consolidated (Rs. In TCI (Rs. In
net assets Millions) profit or loss Millions) OCI Millions) Millions)
As at March 31, 2019
Parent 82% 1,140.57 87% 313.90 100% (1.55) 87% 312.35
Subsidiaries
Foreign
1) Expleo Solutions Pte. 6% 76.69 4% 14.88 - - 4% 14.88
Ltd. Singapore
2) SQS BFSI Inc, USA 2% 28.09 4% 15.47 - - 4% 15.47
3) Expleo Solutions UK 11% 156.82 3% 9.54 - - 3% 9.54
Limited UK
4) SQS BFSI FZE., UAE (1%) (13.72) 2% 8.23 - - 2% 8.23
Sub-total 18% 247.88 13% 48.12 - - 13% 48.12
Non-controlling - - - - - - - -
interests in all
Subsidiaries
Grand total 100% 1,388.45 100% 362.02 100% (1.55) 100% 360.47
Note 39: Disclosures as required under Ind AS 24 ‘Related Party Disclosures’

a) Related Parties and their relationships
(i) Ultimate Holding Entities:

Ardian LBO Fund VI B
Assystem SA, France
(ii) Holding Company:
Expleo Technology Germany GmbH (formerly known as Expleo Technology Germany AG)
(iii) Key Management Personnel (KMP):
Aarti Arvind - Managing Director & CEO (Upto August 31, 2018)
Balaji Viswanathan - Managing Director & CEO (w.e.f. September 01, 2018)
K. Ramaseshan - Executive Director (Upto July 17, 2018) and Chief Financial Officer (CFO) (Upto
September 21, 2018)
David Bellin - Chairman & Non-Executive Director (upto May 4, 2018)
René Gawron - Chairman and Non-Executive Director (Chairman w.e.f. January 31, 2019, upto
October 15, 2019)
Prof. K. Kumar - Deputy Chairman & Independent Director
Prof. S. Rajagopalan - Independent Director
Lilian Jessie Paul - Independent Director
Rajiv Kuchhal - Independent Director

Ulrich Bäumer - Independent Director
Ralph Franz Gillessen - Non-Executive Director (w.e.f. August 9, 2018)
Diederik Vos- Chairman & Non-Executive Director (Chairman w.e.f May 04, 2018, upto January 2,
2019) (Non-Executive Director w.e.f. October 26, 2017 upto January 2, 2019)
Olivier Aldrin - Non-Executive Director (w.e.f January 31, 2019)
Desikan Narayanan - Chief Financial Officer (CFO) (w.e.f. September 24, 2018)
Phani Thangirala - Senior Director - BFSI (w.e.f April 1, 2019)
(iv) Fellow Subsidiaries
Expleo India Infosystems Private Limited (formerly known as SQS India Infosystems Private
Limited)
Expleo Technology Egypt (formerly known as SQS Software Quality Systems Egypt S.A.E)
Expleo Group Austria GmbH (formerly known as SQS Software Quality Systems Ges.mbH, Austria)
Expleo Technology UK Limited (formerly known as SQS Group Limited)
Expleo Technology Ireland Limited (formerly known as SQS Software Quality Systems (Ireland)
Limited)
Expleo Netherlands B.V. (formerly known as SQS Nederland)
Expleo South Africa (PTY) Limited (formerly known as SQS Group Limited, South Africa)
SQS Group Ltd, Belfast, Ireland
Expleo Technology USA Inc (formerly known as SQS USA Inc.)
Expleo Technology USA Inc (formerly known as Trissential LLC)
Expleo Technology USA Inc (formerly known as SQS North America LLC)
Expleo Stockholm AB
Expleo Canada Inc.
Expleo Iberia S.L.U
(v) Post employment benefit plan
Expleo Solutions Employees’ Group Gratuity Scheme (formerly known as SQS India BFSI Ltd
Group Gratuity Scheme)
(vi) Consolidating Company
Expleo Group SAS, France
(vii) Entities under common control
Expleo France SASU
Expleo Technologies India Private Limited (formerly known as Assystem Technologies India
Private Limited)

Note 39: Disclosures as requried under Ind AS 24 ‘Related party Disclosures’ (Contd.)
b) Transactions with Related Parties
Rs. In Millions
Particulars Nature of Name of the Related Party For the year For the year
Relationship ended ended
March 31, 2020 March 31, 2019
Income
Income from Services Holding Company Expleo Technology Germany 7.61 24.52
rendered GmbH (formerly known as Expleo
Technology Germany AG)
Consolidating Expleo Group SAS, France 2.12 -
Company
Fellow Subsidiary Expleo Stockholm AB 1.31 -
(formerly known as SQS Software
Quality Systems Ges.mbH, Austria)
Fellow Subsidiary Expleo Technology USA Inc - 14.83
(formerly known as SQS USA Inc.)
Fellow Subsidiary Expleo Technology UK Limited 125.53 156.63
(formerly known as SQS Group
Limited)
Fellow Subsidiary Expleo Technology Ireland Limited 193.35 120.24
Quality Systems (Ireland) Limited)
India Infosystems Private Limited)
Fellow Subsidiary Expleo Technology USA Inc 46.68 23.08
(formerly known as SQS North
America LLC)
Fellow Subsidiary Expleo Netherlands B.V. (formerly - 0.03
known as SQS Nederland)
Fellow Subsidiary Expleo South Africa (PTY) Limited 16.19 14.63
Limited, South Africa)
Interest on loan given Fellow Subsidiary Expleo Technology UK Limited 1.13 0.84
Limited)
Expenses
Managerial remuneration KMP Aarti Arvind * - 6.91
KMP Balaji Viswanathan 16.31 9.94
KMP K. Ramaseshan - 7.66
Director’s Sitting Fees

and Commission KMP Prof. K. Kumar 1.40 1.39
KMP David Bellin - 0.04

b) Transactions with Related Parties (Contd.) Rs. In Millions
Relationship ended ended
March 31, 2020 March 31, 2019
Expenses for services Holding Company Expleo Technology Germany 6.16 4.92
rendered GmbH (formerly known as Expleo
Limited)
America LLC)
Fellow Subsidiary Expleo Technology Egypt (formerly - 0.78
known as SQS Software Quality
Systems Egypt S.A.E)
Fellow Subsidiary Expleo Netherlands B.V. (formerly 10.36 11.97
Fellow Subsidiary Expleo Canada Inc. 7.66 -
Fellow Subsidiary Expleo Iberia S.L.U 57.09 -
Entity under Expleo Services SASU, France 0.06 -
common control
Other Transactions
Loan Given Fellow Subsidiary Expleo Technology UK Limited 46.54 45.24
Limited)
Contribution paid to the Post employment Expleo Solutions Employees' 11.00 15.00
Group Gratuity Scheme benefit plan Group Gratuity Scheme (formerly
known as SQS India BFSI Ltd Group
Gratuity Scheme)
Final dividend paid Holding Company Expleo Technology Germany - 115.18
GmbH (formerly known as Expleo
Buy back of shares KMP Rajiv Kuchhal 4.86 -

ended ended
Cost Reimbursement Holding Company Expleo Technology Germany 1.46 2.08
Received GmbH (formerly known as Expleo
Limited)
Fellow Subsidiary Expleo Netherlands B.V. (formerly - 0.11
Fellow Subsidiary SQS Group Ltd, Belfast, Ireland - 1.30
Cost Reimbursement Paid Holding Company Expleo Technology Germany 0.37 -

Fellow Subsidiary Expleo Technology Ireland Limited 2.82 -
Limited)
Fellow Subsidiary Expleo Technology USA Inc 0.15 -
America LLC)
Fellow Subsidiary Expleo Technology Egypt (formerly - 1.04
known as SQS Software Quality
Systems Egypt S.A.E)

ended ended
Fellow Subsidiary Expleo Technology USA Inc 0.29 -
(formerly known as Trissential LLC)
Entity under Expleo Technologies India Private 2.36 0.86
common control Limited (formerly known as
Assystem Technologies India Private
Limited)
Rs. In Millions
Outstanding Balances
Amounts Receivable from Holding Company Expleo Technology Germany 4.79 0.84
Limited)
America LLC)
Amounts Payable to Holding Company Expleo Technology Germany 1.83 4.93

Limited)
Fellow Subsidiary Expleo Technology USA Inc 0.30 -**

Fellow Subsidiary Expleo Group Austria GmbH 1.86 -
Fellow Subsidiary Expleo Netherlands B.V. (formerly 2.09 1.34
America LLC)
Fellow Subsidiary Expleo Canada Inc. 7.66 -
Fellow Subsidiary Expleo Iberia S.L.U 39.93 -
Entity under Expleo Technologies India Private 0.17 0.80
common control Limited (formerly known as
Assystem Technologies India Private
Limited)
Post employment Expleo Solutions Employees' 8.11 1.40
benefit plan Group Gratuity Scheme (formerly
known as SQS India BFSI Ltd Group
Gratuity Scheme)
Provision for expenses KMP Balaji Viswanathan 3.39 2.76

KMP Prof. K. Kumar 0.90 0.91
Outstanding Balances of Fellow Subsidiary Expleo Technology UK Limited 46.54 45.24

Loan given (formerly known as SQS Group
Limited)
Interest Receivable on loan Fellow Subsidiary Expleo Technology UK Limited 0.29 0.28
Limited)
* includes perquisite value of motor car and other benefits as per the service contract including
incentive.
** Denotes an amount less than Rs. 5,000/-.

c) Details of relating to Compensation paid to Key Managerial Personnel
Rs. In Millions
Particulars Nature of Details For the year ended For the year ended
Employee benefits
expense KMP Short term benefits 32.99 28.44
Post employment - -
benefits***
Other long term benefits*** - -
Termination benefits - -
Share based payments - -
Total 32.99 28.44
*** Remuneration to Key Managerial Personnel does not include charge for gratuity and compensated
absences, as employee-wise breakup is not available.
Note 40: Previous Year Figures

Previous year’s figures have been regrouped / reclassified wherever necessary, to conform to the current
year’s classification.
Signatures to the Notes to the Consolidated Financial Statements.

For and on behalf of the Board

Deputy Chairman & Director Managing Director & CEO Chief Financial Officer Company Secretary & Compliance
Officer

Place : Bengaluru Place : Bengaluru Place : Chennai Place : Chennai
Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020 Date : May 28, 2020

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information
BOARD OF DIRECTORS Prof. K. Kumar
Deputy Chairman & Independent Director
Olivier Aldrin
Balaji Viswanathan
Managing Director & CEO
Lilian Jessie Paul
Martin Hodgson
Prof. S. Rajagopalan
Rajiv Kuchhal
Ralph Gillessen
Ulrich Bäumer
CHIEF FINANCIAL OFFICER Desikan Narayanan
COMPANY SECRETARY S. Sampath Kumar
AUDITORS Kalyaniwalla & Mistry LLP
Esplanade House, 29, Hazarimal Somani Marg, Fort,
Mumbai–400 001.
INTERNAL AUDITORS V. Chandrasekaran & Associates,
1st Floor, Kalpataru Complex, No.44, C.P. Ramaswamy Road,
Alwarpet, Chennai–600 018
BANKERS The Lakshmi Vilas Bank Limited
ICICI Bank Limited
Bazullah Road, T. Nagar, Chennai-600 017
The Hongkong and Shanghai Banking Corporation Limited
LEGAL ADVISORS S. Ramasubramaniam & Associates
New No.13/1, Bishop Wallers Avenue West
Mylapore, Chennai-600 004
REGISTRAR AND SHARE Cameo Corporate Services Limited
TRANSFER AGENTS ‘Subramanian Building’No.1, Club House Road, Chennai-600 002,
Tel. +91 044 2846 0390 / 044 4002 0700, email: [email protected],
website: http://www.cameoindia.com
REGISTERED OFFICE 6A, Sixth Floor, Prince Infocity II, No.283/3 & 283/4
Chennai–600 096, +91 044 4392 3200,
email: [email protected]
website: www.expleosolutions.com
Expleo Solutions Ltd. EXPLEO SOLUTIONS LTD.
(formerly known as SQS India BFSI Ltd.)
6A, Sixth Floor, Prince InfoCity II,
(FORMERLY KNOWN AS SQS INDIA BFSI LTD.)
No. 283/3 & 283/4, Rajiv Gandi Salai (OMR)
Kandanchavadi, Chennai – 600 096, India
T. +91 44 43923200
Annual Jeport
FY 2019 – 2020
Printed by Chennai Micro Print (P) Ltd. Chennai - 77

Expleo Solutions Ltd. business locations
Countries where Expleo Group is represented
expleogroup.com Think bold, act reliable

EXPLEO SOLUTIONS LIMITED
Regd. Off: 6A, Sixth Floor, Prince Infocity II, 283/3 & 283/4, Rajiv Gandhi Salai (OMR), Kandanchavadi, Chennai – 600 096
TEL No: 044-4392 3200, Email: [email protected], Web: www.expleosolutions.com CIN: L64202TN1998PLC066604
NOTICE
Notice is hereby given that the Twenty Second Annual General Meeting of Expleo Solutions Limited
(Formerly known as SQS India BFSI Limited) will be held on Thursday, August 27, 2020 at 3.30 p.m.
IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following
business:
ORDINARY BUSINESS
1. To receive, consider and adopt
a) The Audited financial statements of the Company for the financial year ended March 31, 2020
with the reports of the Board of Directors’ and Auditor’s thereon.
b) The Audited consolidated financial statements of the Company for the financial year ended
March 31, 2020 and Auditor’s Report thereon.
2. To appoint a Director in place of Mr. Ralph Franz Gillessen (DIN - 05184138) who retires by rotation
in terms of Section 152(6) of the Companies Act, 2013 at this Annual General Meeting and being
eligible offers himself for re-appointment.
SPECIAL BUSINESS
3. Appointment of Mr. Martin Hodgson (DIN - 08720176) as Non-Executive Director.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions
of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force),
Mr. Martin Hodgson (DIN - 08720176), who was appointed as an Additional Director by the Board
of Directors of the Company with effect from April 9, 2020 and whose term of office expires at the
ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect
of whom the Company has received a notice in writing from a Member under Section 160 of the
Companies Act, 2013 proposing his candidature for the Office of Director of the Company, be and is
hereby appointed as a Non-Executive Director of the Company liable to retire by rotation.
RESOLVED further that Mr. Balaji Viswanathan, Managing Director and CEO, Mr. Desikan Narayanan,
Chief Financial Officer and Mr. S. Sampath Kumar, Company Secretary and Compliance Officer of
the Company, be and are hereby severally authorized to file necessary forms with the Registrar
of Companies and to do all such acts, deeds and things as may be necessary to give effect to this
resolution.
By order of the Board of Directors

S. Sampath Kumar
Place : Chennai Company Secretary & Compliance Officer
Date : May 28, 2020 FCS No.3838
1
Notes:
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide
its General Circular No.20/2020 dated May 5, 2020 read with General Circular No.14/2020 dated
April 8, 2020 and also the General Circular No.17/2020 dated April 13, 2020 (collectively referred
to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through
VC / OAVM, without the physical presence of the Members at a common venue. In compliance
with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the
Company is being held through VC / OAVM.
2. Since the AGM is being held in accordance with the Circulars through VC / OAVM, physical
attendance of Members has been dispensed with. Accordingly, the facility for appointment of
proxies by the members will not be available for the AGM and hence, the Proxy Form, Attendance
Slip and Route Map are not annexed to this Notice. Corporate members intending to attend the
meeting through their Authorized Representatives are requested to send a duly certified copy of
the Board Resolution / Power of Attorney to the Company through email to investor.expleosol@
expleogroup.com authorizing their representatives to attend and vote at the meeting.
3. In terms of Section 101 and 136 of the Companies Act, 2013 read together with the Rules made
thereunder, and in compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12,
2020, electronic copy of the Notice of the 22nd Annual General Meeting of the Company, inter alia,
indicating the process and manner of e-voting along with the Annual Report 2019-20 is being sent
only through electronic mode to those Members whose email addresses are registered with the
Company/Depositories. Members may note that the Notice and Annual Report 2019-20 will also be
available on the Company’s website https://expleogroup.com/expleo-solutions/financial/, websites
of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.
bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the
website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during
the AGM) i.e. www.evotingindia.com.
4. The relative Explanatory Statement pursuant to Section 102 of the Act, setting out material facts
concerning the special business under Item No. 3 of the Notice, is annexed hereto. The relevant
details, pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard
on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director
seeking appointment at this AGM are also annexed.
5. Participation of members through VC / OAVM will be reckoned for the purpose of quorum for the
AGM as per Section 103 of the Companies Act, 2013 (the “Act”).
6. Participants, i.e. Members and other eligible persons to whom this notice is being circulated are
allowed to submit their queries / questions etc. mentioning their name, DP ID and Client ID / Folio
Number and Mobile Number at least 2 days before the AGM in advance to the e-mail address
of the Company: [email protected]. Further, queries / questions may also be
posed concurrently during the AGM through VC / OAVM.
7. Members, who would like to ask questions during the 22nd AGM with regard to the financial
statements or any other matter to be placed at the 22nd AGM, need to register themselves as a
speaker by sending their request from their registered email address mentioning their name,
DP ID and Client ID number/folio number and mobile number, to reach the Company’s email
address [email protected] at least 2 days before the start of the 22nd AGM i.e.
by 25th August, 2020 by 3.30 p.m. IST. Those Members who have registered themselves as a speaker
shall be allowed to ask questions during the 22nd AGM, depending upon the availability of time.
8. The Company reserves the right to restrict the number of questions and number of speakers, as
appropriate for smooth conduct of the AGM.
2
9. Pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, the Notice
of the 22nd AGM and the Annual Report for the year 2019-20 including therein the Audited
Financial Statements for year 2019-20, are being sent only by email to the Members. Therefore,
those Members, whose email address is not registered with the Company or with their respective
Depository Participant/s, and who wish to receive the Notice of the 22nd AGM and the Annual
Report for the year 2019-20, can get their email address registered by following the steps as given
below:
a. For Members holding shares in physical form, please send an email request mentioning
your folio number, complete address, email address to be registered along with scanned
self-attested copy of the PAN and any document (such as Driving Licence, Passport, Bank
Statement, AADHAR) supporting the registered address of the Member, to the Company’s
email address [email protected]
b. For the Members holding shares in demat form, please update your email address through
your respective Depository Participant/s.
10. Members and other eligible persons can attend this AGM through VC / OAVM at least 15 minutes
before the scheduled start time and shall remain open until expiry of 15 minutes from the scheduled
end time. The facility of participation at the AGM through VC/OAVM will be made available for 1,000
members on first come first served basis. This will not include large Shareholders (Shareholders
holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee and Auditors who are allowed to attend the AGM
without restriction on account of first come first served basis.
11. The Register of Members and Share Transfer Books of the Company will remain closed from Friday,
August 21, 2020 to Thursday, August 27, 2020 (both days inclusive) for annual closing.
12. The information under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, in respect of the Director seeking appointment / re-appointment
at the Annual General Meeting, forms integral part of the notice. The Director has furnished the
requisite declaration for his appointment / re-appointment.
13. Members whose shareholding is in the electronic mode are requested to direct change of address,
nominations, e-mail ID notifications and update the savings bank account details with their
respective depository participants. Members are encouraged to utilize the Electronic Clearing
System (ECS) for receiving dividends through NACH / NEFT / RTGS facility by providing latest bank
account details for prompt credit and for avoiding fraudulent encashment / loss in postal transit
of dividend demand draft. Members holding shares in physical form are requested to advise any
change in their residential address or bank mandates immediately to the Company / Cameo
Corporate Services Limited.
14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in
electronic form are, therefore, requested to submit their PAN to their Depository Participant(s)
with whom they are maintaining their demat accounts. Members holding shares in physical form
can submit their PAN and Bank Account details to the Company / Cameo Corporate Services
Limited.
15. All documents referred to in the notice requiring the approval of the Members at the Meeting
and other statutory registers shall be available for inspection in electronic mode by the Members
by writing an e-mail to: [email protected] during normal business hours on
working days except Saturdays, Sundays and public holidays, from the date hereof up to the date
of the annual general meeting.
16. In terms of requirements of Section 124(6) of the Companies Act, 2013 read with Investor Education
and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules 2016, as
3
amended (“the Rules”), the Company is required to transfer the shares, in respect of which the
dividend remains unpaid or unclaimed for a period of seven consecutive years to the IEPF account
established by the Central Government. During the year, the Company had accordingly transferred
316 Equity Shares pertaining to Final Dividend for the Financial Year 2011-12 and 171 Equity Shares
pertaining to Interim Dividend for the Financial Year 2012-13 to the IEPF Authority. Members who
have failed to encash their dividend warrants/demand drafts pertaining to the financial years
from 2012-13 to 2017-18 are advised to immediately send requests to Company/ Registrar and Share
Transfer Agent (RTA) to claim their dividends.
17. Any person whose shares has been transferred to the Fund, may claim the shares from the
authority by submitting an online Application form IEPF-5 available on the website www.iepf.gov.
in and after making an online application in form IEPF-5, copy of the same should be forwarded to
the Company for verification of his claim.
18. The Company has uploaded the information in respect of the Unclaimed Shares Transferred to
IEPF Authority in respect of the Final Dividend for the financial year 2011-12 and Interim Dividend
for the Financial Year 2012-13 under “Investors Section” on the website of the Company, viz https://
expleogroup.com/expleo-solutions/corporate-governance/ - Transferred to IEPF.
19. Members holding shares in single name and physical form are advised to make nomination in
Form SH-13 in respect of their shareholding in the Company. The nomination form can be obtained
from the Company / Cameo Corporate Services Limited.
20. SEBI vide its notification dated June 08, 2018 has amended Regulation 40 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, as per the amended
regulation transfer of shares or securities shall be mandatorily in demat form. Therefore, any
request for effecting transfer of shares in physical form shall not be processed with effect from
April 1, 2019 unless the shares are held in demat form. Only request for transmission and
transposition in physical mode will be processed by the Company / RTA. In this regard, Members
are requested to dematerialize / demat their shares or securities held in physical form.
21. All communications relating to shares may please be addressed to the Company’s Registrar and
Share Transfer Agent at the following address:
M/s. Cameo Corporate Services Limited
‘Subramanian Building’,
No.1, Club House Road, Chennai 600 002
Tel : 044 – 2846 0390 / 044 – 4002 0700
Email : [email protected]
22. Any person who acquires shares of the Company and becomes a Member of the Company after
sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and
password by sending a request at [email protected]. However, if he / she is already
registered with CDSL for remote e-voting then he / she can use his / her existing user ID and
password for casting the vote.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA
Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of
remote e-voting to its Members in respect of the business to be transacted at the AGM. For this
purpose, the Company has entered into an agreement with Central Depository Services (India)
Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s
agency. The facility of casting votes by a member using remote e-voting as well as the e-voting
system on the date of the AGM will be provided by CDSL. In case of joint holders, the Member
whose name appears as the first holder in the order of names as per the Register of Members of
the Company will be entitled to vote at the AGM.
4
The procedure and instructions for e-voting are as follows:
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Monday, August 24, 2020 (9.00 a.m. IST) and ends on Wednesday,
August 26, 2020 (5.00 p.m. IST). During this period, shareholders of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date (record date)
of Thursday, August 20, 2020 may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote
at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with
the Company.
OR
Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://
www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully
log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast
your vote electronically.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user, follow the steps given below:
For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the
8 digits of the sequence number in the PAN field.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
OR Date of Birth (DOB) recorded in your demat account or in the company records in order to login.
• If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (v).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Shareholders holding shares in physical form will then directly reach the Company selection
screen. However, Shareholders holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in the
new password field. Kindly note that this password is to be also used by the demat holders for
voting for resolutions of any other company on which they are eligible to vote, provided that
5
company opts for e-voting through CDSL platform. It is strongly recommended not to share
your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant <Expleo Solutions Limited (formerly known as SQS India BFSI
Limited)> on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote,
click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xvii) If a demat account holder has forgotten the changed password, then Enter the User ID and
the image verification code and click on Forgot Password and enter the details as prompted
by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app
can be downloaded from respective Store. Please follow the instructions as prompted by the
mobile app while Remote Voting on your mobile.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE
DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED
IN THIS NOTICE:
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email to Company at investor.expleosol@
expleogroup.com / RTA at [email protected].
2. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or
NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN
(self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to
Company at [email protected] / RTA at [email protected].
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the
CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under
shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will
be available in shareholder/members login where the EVSN of Company will be displayed.
2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
3. Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid
any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting
via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network.
It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid
glitches.
6
5. Shareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance atleast 2 days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at (company
email id). The shareholders who do not wish to speak during the AGM but have queries may send
their queries in advance 2 days prior to meeting mentioning their name, demat account number/
folio number, email id, mobile number at (Company email id). These queries will be replied to by
the Company suitably by email.
6. Those shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for
Remote e-voting.
2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing
so, shall be eligible to vote through e-Voting system available during the AGM.
3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the
same shareholders have not participated in the meeting through VC/OAVM facility, then the votes
cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting
is available only to the shareholders attending the meeting.
4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However,
they will not be eligible to vote at the AGM.
Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required
to log on to www.evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to [email protected].
• After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to [email protected] and
on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory who
are authorized to vote, to the Scrutinizer and to the Company at the email address viz; vsureshpcs@
gmail.com or [email protected] (designated email address by company), if
they have voted from individual tab and not uploaded same in the CDSL e-voting system for the
scrutinizer to verify the same.
If you have any queries or issues regarding attending AGM and e-Voting from the e-Voting
System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write an email to [email protected]
or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh
Dalvi (022-23058542).
All grievances connected with the facility for voting by electronic means may be addressed to
Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor,
7
Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400 013
or send an email to [email protected] or call on 022-23058542/43.
Other Instructions:
i) You can also update your mobile number and e-mail id in the user profile details of the folio which
may be used for sending future communication(s).
ii) The e-voting period commences on Monday, August 24, 2020 (9.00 a.m. IST) and ends on Wednesday,
August 26, 2020 (5.00 p.m. IST) (both days inclusive). During this period, members of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Thursday,
August 20, 2020, may cast their vote electronically in the manner and process set out herein above.
The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast
by the Member, the Member shall not be allowed to change it subsequently.
iii) The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share
capital of the Company as on the cut-off date Thursday, August 20, 2020. A person who is not a
Member as on the cut-off date should treat this Notice for information purposes only.
iv) Any person, who acquires shares of the Company and becomes member of the Company after
dispatch of the notice and holding shares on the cut-off date i.e. Thursday, August 20, 2020, may
obtain the login ID and password by sending an email to [email protected] or
[email protected] by mentioning their Folio No./DP ID and Client ID. However, if
you are already registered with CDSL for e-voting, you can use your existing User ID and password
for casting your vote.
v) The Members who have cast their vote by remote e-voting prior to the AGM may also attend the
AGM but shall not be entitled to cast their vote again.
vi) The Board of Directors has appointed Mr. V. Suresh, Company Secretary in Practice (Membership
No. FCS-2969 and CoP No. 6032), as the Scrutinizer to scrutinize the e-voting process in a fair and
transparent manner.
vii) The scrutinizer shall immediately after the conclusion of voting at the general meeting, first count
the votes cast at the meeting, thereafter unblock the votes cast through e-voting in the presence
of at least two witnesses who are not in the employment of the Company and within 48 hours
from the conclusion of the meeting make a consolidated Scrutinizer’s Report of the total votes
cast in favour or against, if any, to the Chairman or person authorized by the Chairman in writing
for counter signature.
viii) The Results shall be declared either by the Chairman or by any Person authorized by the Chairman
in writing and the resolution will be deemed to have been passed on the AGM date subject to
receipt of the requisite number of votes in favour of the Resolution(s).
ix) Immediately after declaration of results, the same shall be placed along with the Scrutinizer’s Report
on the Company’s website www.expleosolutions.com and on the website of Central Depository
Services Limited and communicated to BSE Limited and National Stock Exchange of India Limited,
where the shares of the Company are listed for placing the same in their website.
INFORMATION AS REQUIRED UNDER REGULATIONS 26(4) AND 36(3) OF THE SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 IN RESPECT OF DIRECTORS BEING RE-APPOINTED
/ APPOINTED
Item no. 2: Re-appointment of Mr. Ralph Franz Gillessen (DIN 05184138):
Mr. Ralph Franz Gillessen (Aged 50 years) has a Master in Business Administration from Freie University,
Berlin (1985).
Mr. Ralph Franz Gillessen (DIN 05184138) joined EXPLEO in 2002 and has worked in various senior sales
and consultancy positions. He entered the SQS management board in January, 2013 and is member
8
of Expleo Group Executive Committee since January, 2018.
He ensures that the Company has the proper operational controls, procedures and systems in place to
effectively grow the organisation and to ensure financial strength and operating efficiency.
Mr. Ralph Franz Gillessen does not hold any equity shares in the Company. Further, Mr. Ralph Franz
Gillessen is not related to any other Director, Manager and other Key Managerial Personnel of the
Company. He does not draw any remuneration from the Company.
Mr. Ralph Franz Gillessen joined the Board as Non-Executive Director on August 9, 2018.
During the financial year 2019-20, Mr. Ralph Franz Gillessen has attended 4 (Four) meetings of the Board.
Companies / Body Corporate [other than Expleo Solutions Limited (Formerly known as SQS India BFSI
Limited)] in which Mr. Ralph Franz Gillessen holds directorships and committee memberships are as
under:
Directorships:
1. Expleo Technology Germany GmbH
2. Expleo India Infosystems Private Limited
3. Expleo Germany Holding GmbH
4. Expleo Solutions INC., USA
5. Expleo Solutions FZE., UAE
6. Expleo Group Management Consulting Austria, Austria
7. Expleo Consulting Germany, Germany
8. Expleo Technology Egypt, Cairo, Egypt.
9. Expleo Group Austria, GmbH
10. Expleo Technology Ltd, UK
11. Expleo Technology Ireland LTD, Dublin, Ireland
12. SQS Software Quality Systems France SASU
13. Expleo Germany GmbH
14. Expleo Technology Switzerland AG
15. Silver Atena GmbH
16. Expleo Lightning Solutions GmbH
17. Expleo Nordic A B
18. Expleo Sweden AB
19. Expleo Stockholm
20. Expleo Consulting Sweden
21. Expleo Norway AS
22. Expleo Finland OY
Chairman of Board Committees:
None
Member of Board Committees:
None
9
Annexure to the Notice
Explanatory Statement Pursuant to Section 102(2) of the Companies Act, 2013 and Details in
accordance with Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements), 2015.
Item no. 3: Appointment of Mr. Martin Hodgson (DIN - 08720176) as Non-Executive Director:
Mr. Martin Hodgson (DIN - 08720176) (Aged: 60 years) is the Additional Director of the Company. He
joined the Board of Directors of the Company on April 9, 2020.
In terms of Section 149, 152, 160 and other applicable provisions of the Companies Act, 2013 and Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force), Mr. Martin Hodgson being eligible and offering
himself for appointment, is proposed to be appointed as Non-Executive Director of the Company. A
notice has been received from a member proposing Mr. Martin Hodgson as a candidate for the office
of Director of the Company under Section 160 of the Companies Act, 2013.
The Board considers that his continued association would be of immense benefit to the Company
and it is desirable to continue to avail services of Mr. Martin Hodgson as a Non-Executive Director.
Accordingly, the Board recommends the resolution in relation to appointment of Mr. Martin Hodgson
as a Non-Executive Director, whose appointment is liable to retire by rotation, for the approval by the
shareholders of the Company.
Except Mr. Martin Hodgson, being an appointee, and Mr. Olivier Aldrin, Non-Executive Director, a
Nominee Director of Expleo Group, (Formerly known as Assystem Group), Mr. Ralph Franz Gillessen,
Non-Executive Director, a Nominee Director of Expleo Technology Germany GmbH, (Formerly known
as SQS Software Quality Systems AG, Germany), none of the Directors or Key Managerial Personnel
(KMP) of the Company or their relatives are concerned or interested, financial or otherwise, in the
resolution set out at Item No.3. This Explanatory Statement may also be regarded as a disclosure under
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Profile of Mr. Martin Hodgson (DIN - 08720176):
Martin Hodgson joined SQS / Expleo in end of 2015 to set up and build Management Consulting Division.
He is the Executive Director of Management Consulting, responsible for consulting business globally
and a Board member of Expleo Technology Germany GmbH, which is responsible for the QMC business.
He has built up his career in technology and consulting with Ford Motor Company for 10 years as
system and business analyst and project and programme manager on complex global information
technology programmes. He worked with Llyods Register of Shipping for 5 years, running IT Application
and infrastructure development projects. He was also engaged with Global Programme Management
Consultancy (Pcubed) for their European Operations and was promoted as Global CEO and been with
them for a period of 15 years.
Martin is an Engineering Graduate from Cambridge University.
Mr. Martin Hodgson does not hold any equity shares in the Company. Further, Mr. Martin Hodgson is
not related to any other Director, Manager and other Key Managerial Personnel of the Company. He
does not draw any remuneration from the Company.
Companies / Body Corporate other than Expleo Solutions Limited (Formerly known as SQS India BFSI
Limited) in which Mr. Martin Hodgson holds directorships and committee memberships are as under:
Directorships:
1. Expleo Solutions Pte. Ltd
2. Expleo Solutions UK Ltd
3. Expleo Solutions FZE, UAE
4. Change Advisors Ltd
10
5. Prospect House (Hallsands) Management Company Ltd
6. Moorhouse Consulting Ltd
7. Moorhouse Holdings Ltd
8. Expleo Technology Germany GmbH
9. Double Consulting Italy
10. Expleo Technology USA, INC
Chairman of Board Committees:
Nil
Member of Board Committees:
Nil
Mr. Martin Hodgson (DIN - 08720176), was appointed as an Additional Director of the Company by the
Board of Directors of the Company with effect from April 9, 2020 and who holds office up to the date
of this Annual General Meeting.
By order of the Board of Directors

S. Sampath Kumar
Place : Chennai Company Secretary & Compliance Officer
Date : May 28, 2020 FCS No.3838
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Company Annual Report

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SEC/SE/028/20-21

Chennai, August 05, 2020

BSE Limited, National Stock Exchange of India Limited,

You are requested to take the above on record and oblige.

Expleo Solutions Ltd.

CIN: L64202TN1998PLC066604 • GST No: 33AABCT0976G1ZG

Printed by Chennai Micro Print (P) Ltd. Chennai - 77

Countries where Expleo Group is represented

expleogroup.com Think bold, act reliable

Team Expleo Solutions at Inspire @ Chennai 2020

04 Shareholders FINANCIAL STATEMENTS FINANCIAL STATEMENTS

Performance Independent Independent

Directors’ Balance Balance

Annexure Statement Statement

Management Statement Statement

Report on Statement Statement

Certiﬁcations Notes Notes

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Letter to the shareholders

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EBITDA : Earnings before Interest, Depreciation,Taxes & Amortization

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

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• Performance of the Company 32. Directors & Key Managerial Personnel:

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41. Listing fees: (formerly known as SQS India BFSI Limited)

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Reporting period for the subsidiary

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1. Names of subsidiaries which are yet to commence operations : NIL

Part B: Associates and Joint Ventures

For and on behalf of the Board of

Prof. K. KUMAR BALAJI VISWANATHAN DESIKAN NARAYANAN S. SAMPATH KUMAR

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II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

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Total B=B(1)+B(2) : 4,954,573 4 4,954,577 46.25% 4,493,677 4 4,493,681 43.83% -2.42%

Total (A+B) : 10,713,377 4 10,713,381 100.00% 10,252,481 4 10,252,485 100.00% 0.00%

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GRAND TOTAL 10,713,377 4 10,713,381 100% 10,252,481 4 10,252,485 100% -

ii) Shareholding of Promoters

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

Shareholding at the beginning Cumulative Shareholding

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