Board's report
The Company is pleased to present its business and operations report for the year ended
March 31, 2026.
1. Financial Highlights for the Year Ended March 31, 2026:
|
(Rs. in Millions) |
(Rs. in Millions) |
|
Consolidated |
Standalone |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
Total income |
11,458.51 |
10,410.00 |
9,687.84 |
10,351.40 |
Cost of material consumed and other direct costs |
145.06 |
74.80 |
145.02 |
74.80 |
Employee benefits expenses |
6,901.32 |
6,078.57 |
5,942.76 |
5,273.33 |
Depreciation and amortisation expenses |
283.26 |
393.07 |
275.28 |
386.34 |
General, administrative, and other expenses |
2,333.59 |
2,418.94 |
1,826.83 |
3,381.66 |
Finance cost |
22.35 |
33.22 |
22.35 |
33.22 |
Total expenses |
9,685.58 |
9,017.60 |
8,212.24 |
9,168.35 |
Profit/(Loss) before exceptional items |
1,772.93 |
1,392.40 |
1,475.60 |
1,183.05 |
Exceptional items |
(147.28) |
0 |
(147.28) |
95.71 |
Profit before tax |
1,625.65 |
1,392.40 |
1,328.32 |
1,287.76 |
Tax expense |
385.83 |
359.97 |
326.4 |
325.32 |
Profit after tax |
1,239.82 |
1,032.43 |
1,001.92 |
953.44 |
Other comprehensive income |
164.86 |
(9.51) |
54.66 |
(5.97) |
Total comprehensive income |
1,404.68 |
1,022.92 |
1,056.58 |
947.47 |
Earnings per equity share (Per value of Rs. 10/- each) Basic (Rs.) |
79.89 |
66.52 |
64.56 |
61.43 |
Diluted (Rs.) |
79.89 |
66.52 |
64.56 |
61.43 |
2. Business and Operations Review:
Total operating revenue was Rs.11,079.63 Mn, for the current financial year 2025-26,
which is 8.12% higher than the previous year's Rs. 10,247.96 Mn. Total comprehensive
income stood at Rs.1,404.68 Mn (12.26% of total income) against the previous year's Rs.
1,022.92 Mn (9.83% of total income). This signifies an improvement in absolute and
percentage terms.
The Company's revenue from operations remained well diversified across geographies
during the year. India contributed 16% of revenue (compared to 17% in the previous year),
while the Middle East and Asia accounted for 12% and 4%, respectively (compared to 14% and
5% in the previous year). Europe remained the largest contributor, accounting for 40% of
revenue from operations (compared to 37% in the previous year). The UK contributed
14%, consistent with the previous year, while the United States accounted for 14% of
revenue, compared to 13% in the previous year.
The proportion of offshore to on-site revenue from operations stood at 75% to 25%
compared to 65% to 35% in the previous year.
For the financial year 2025-26, the revenue from Group clients was 35%, as compared to
34% in the previous financial year. On the practice front, Banking, Financial Services,
and Insurance (BFSI) contributed 81% of the revenue with a growth of 12.8%, Aerospace
contributed 10% of the revenue with a growth of 7.8% and Automotive sector contributed 9%
of the revenue and had a degrowth of (22%).
As of March 31, 2026, the standalone entity's employee strength was 3,888 (consolidated
entity 3,968) compared to 3,817 (consolidated entity 3,948) in the previous year. Women
employee strength grew to 1,395 (35%) for the consolidated entity from 1,263 (31.99%) in
the current year and attrition stands at 25% from the previous year's 24%.
3. Capital Expenditure:
During the financial year 2025-26, the Company added Rs. 30.65 Mn to its gross block
with capital expenditure, comprising Rs. 8.96 Mn on building & lease, Rs. 10.23 Mn on
technology infrastructure, and Rs. 11.46 Mn on physical infrastructure addition.
4. Liquidity:
The Company continues to maintain comfortable cash balances to meet its strategic
objectives. The liquid assets stood at Rs. 3,632.17 Mn at the end of the year against Rs.
2,174.86 Mn in the previous year. The Company's cash balance increased to Rs. 3,757.49 Mn
from previous year's Rs. 2,293.58 Mn.
5. Share Capital:
At the end of the current financial year, the Company's paid-up equity share capital
stood at Rs. 155.20 Mn, consisting of 1,55,19,739 fully paid-up equity shares of Rs. 10/-
each.
6. Net worth:
As of March 31, 2026, the Company's net worth stood at Rs. 7,763.12 Mn against Rs.
6,358.44 Mn at the end of the previous financial year.
7. Dividend:
For the financial year 2025-26, the Company has recommended a Final Dividend of Rs.
110/- per equity share (@ 1100% per Equity Share of Rs. 10/- each) on July 28, 2026, which
is subject to approval by the Shareholders in the ensuing 28th Annual General
Meeting.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is available on the Company's website at Dividend-Distribution-Policy-1.pdf
8. Transfer to Reserve:
The Company does not propose to carry any amount to reserves during the financial year
ended March 31, 2026.
9. Subsidiaries and Branches:
The Company currently operates internationally through five wholly owned subsidiaries:
a) Expleo Solutions Pte. Ltd., Singapore
b) Expleo Solutions UK Ltd., UK
c) Expleo Solutions Inc., USA
d) Expleo Solutions LLC, Dubai
e) Expleo Solutions Arabia Limited, Saudi Arabia
The Company has incorporated a new wholly owned Subsidiary Company named Expleo
Solutions GIFT IFSC Limited, in GIFT City, Gujarat, India, on June 14, 2026.
The Company's Board of Directors reviewed the affairs of the wholly owned subsidiaries
for the financial year 2025-26. In accordance with Section 129(3) of the Companies Act,
2013, the Company has prepared its consolidated financial statements, which form a part of
this Annual Report. A separate section on the salient features, performance and financial
position of each of the subsidiaries is annexed as Annexure-I and forms an integral part
of this report. It includes their contribution to the overall performance of the Company.
During the period under the report, as per Section 129(3) of the Companies Act, 2013,
read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the Subsidiaries
audited annual financial statements and related information, wherever applicable, will be
made available to shareholders upon request and will also be available for inspection
during regular business hours at the registered office of the Company. The annual
financial statements audited shall also be available on the website of the Company. The
Company operates branch offices in the Philippines, Belgium, Israel, and Malaysia globally
and Pune, Bengaluru, and a sales office cum delivery centre in Mumbai.
During the period under report, the Company has closed its competence centre located at
Coimbatore, Tamil Nadu, India, and consolidated the Coimbatore Centre with Company's MEPZ
branch office located in Chennai, for operational reasons. This will increase delivery
efficiency and administrative oversight.
10. Annual Return:
The Annual Return in Form MGT-7 for the financial year ended March 31, 2026, as
prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed
on the website of the Company https://investors.expleo.com/financial under AGM and Annual
Report section.
11. Number of Meetings of the Board:
The Board met five times during the financial year ended March 31, 2026. The said
meetings were held on May 22, 2025, June 27, 2025, August 14, 2025, November 13, 2025, and
February 3, 2026.
The Corporate Governance Report has details of these meetings. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013, and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
12. Corporate Governance and Management Discussion and Analysis Report:
A separate section on Corporate Governance, which is part of the Board's Report, and
the certificate from the Company's Secretarial Auditors confirming compliance with
Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, are included in the Annual Report. The
Company has taken adequate steps for strict compliance with Corporate Governance
guidelines as amended from time to time. A separate Management
Discussion and Analysis Report is also attached and forms a part of this report.
13. Business Responsibility and Sustainability Report:
A separate section on Business Responsibility and Sustainability Report also forms a
part of this report.
14. Declaration Given by Independent Directors:
All the Independent Directors of the Company have given their declaration under Section
149(7) of the Companies Act, 2013, confirming that they comply with the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
for being an Independent Director of the Company.
15. Policy on Directors' Appointment and Remuneration:
The Company has a policy in place on Directors' appointment and remuneration, including
criteria for determining qualification, positive attributes, independence of a Director,
and other matters as required under Section 178(3) of the Companies Act, 2013, and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended. There has been no change in this policy since the last financial year. The
Corporate Governance Report covers the details disclosed on the Company website:
https://investors.expleo.com/wp- content/documents/Policy-on-Remuneration-of-Directors-
KMPs-SMPs.pdf
16. Particulars of Loans, Guarantees, or Investments:
During the financial year under review, the Company and its subsidiaries did not grant
any loans to any person or other body corporate, nor did they provide any guarantee or
security in connection with any loan.
The loan receivables outstanding as of 31st March 2026 from the subsidiaries
are as follows: in Millions
|
|
|
As of March 31, 2026 |
As of March 31, 2025 |
Lending Entity |
Borrowing Entity |
Currency |
Amount in Foreign currency |
Amount in INR |
Amount in Foreign currency |
Amount in INR |
Expleo Solutions Inc, USA |
|
USD |
5.50 |
517.98 |
5.50 |
470.41 |
Expleo Solutions Pte Ltd, Singapore |
Expleo Services |
SGD |
2.00 |
145.97 |
2.00 |
126.69 |
Expleo Solutions UK Ltd, UK |
SASU - France |
GBP |
2.50 |
310.68 |
5.00 |
554.04 |
Grand Total |
|
|
|
974.63 |
|
1,151.14 |
During the year, the Company has invested in Expleo Solutions Arabia Limited, Saudi
Arabia - a wholly owned subsidiary - through subscription of shares amounting to Rs. 21.41
Mn (No. of shares: 93,900 of SAR 10 each).
The Company has the following investments in its wholly owned subsidiaries as specified
under Section 186 of the Companies Act, 2013:
|
|
Rs. in Millions |
Particulars |
March 31, 2026 |
March 31, 2025 |
| Unquoted equity instruments (in subsidiaries) |
|
|
| 100,000 equity shares (Previous year - 100,000 equity shares) of SGD 1/-
each in Expleo Solutions Pte. Ltd., Singapore |
2.66 |
2.66 |
| 3,000 equity shares (Previous year - 3,000 equity shares) of USD 0.01/-
each in Expleo Solutions Inc., the USA |
4.62 |
4.62 |
| 350,000 equity shares (Previous year - 350,000 equity shares) of GBP 1/-
each in Expleo Solutions UK Ltd., the UK |
24.17 |
24.17 |
| 150 equity shares (Previous Year: Nil) of AED 1,000/- each in Expleo
Solutions LLC, Dubai |
3.37 |
3.37 |
| 93,900 equity shares (Previous Year: Nil) of SAR 10/- each in Expleo
Solutions Arabia Limited, Kingdom of Saudi Arabia |
21.41 |
|
17. Particulars of Contracts or Arrangements with Related Parties:
During 2025-26, all the contracts and arrangements entered by the Company with related
parties were on arm's-length basis and in the ordinary course of business. None of the
transactions with related parties exceeded the materiality thresholds prescribed under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time. Accordingly, no transaction undertaken during the year qualified as a
Material Related Party Transaction requiring shareholders' approval under the applicable
provisions of the SEBI Listing Regulations. There were no materially-significant Related
Party Transactions made by the Company with Directors, Key Management Personnel, Senior
Management personnel, or other designated persons, which may have a potential conflict
with the Company's interests at large. All Related Party Transactions were placed before
the Audit Committee and the Board of Directors for their prior approval.
For foreseen and repetitive transactions with the wholly owned subsidiaries, a prior
omnibus approval of the Audit Committee is obtained annually. The transactions entered
pursuant to the omnibus approval so granted are tracked and verified. A statement giving
details of all related party transactions is placed before the Audit Committee and the
Board of Directors for their approval every quarter. The policy on Materiality of Related
Party Transactions, as approved by the Board of Directors, is available on the Company's
website at https://investors. expleo.com/wp-content/documents/Policv-on-Materialitv-
of-Related-Partv-Transactions-l.pdf
None of the Directors, apart from receiving remuneration/ director's sitting
fees/commission, have any pecuniary relationship(s) or transaction(s) vis-a-vis the
Company.
The details of contracts or arrangements with related parties entered during the year
are annexed as Annexure-II and form an integral part of this report.
18. Material Changes and Commitments, if Any, Affecting the Financial Position of the
Company:
No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which the Company's financial statements
relate and the date of the report.
19. Transfer to Investor Education and Protection Fund (IEPF):
In accordance with the applicable provisions of the Companies Act, 2013, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Government of India after the completion of seven years. Further,
according to the Rules, the shares on which a dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the Demat
account of the IEPF Authority. During the financial year 2025-26, an amount of Rs.
3,91,780/-, which was lying in the Final Dividend Account pertaining to the year 2017-18
of the Company was transferred to the IEPF on completion of seven years. Pursuant to
provisions of Rule (6) of the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time, wherein the seven-year period provided under
subsection (5) of Section 124 is completed for unpaid/ unclaimed dividends during 2025-26,
the Company had transferred 787 shares pertaining to Final Dividend - 2017-18 to the
credit of I EPF Authority, in respect of shareholders who have not claimed their dividend
for a consecutive period of seven years. Members who have so far not encashed their
dividend warrant(s) or those yet to claim their dividend amounts may write to the Company
Secretary & Compliance Officer/Company's Registrar and Share Transfer Agent (Cameo
Corporate Services Limited).
The details of shareholders whose shares were transferred to the IEPF Authority are
available on https://investors.expleo.com/corporate-governance/ - Transferred to IEPF.
20. Conservation of Energy, Research & Development, Technology Absorption, Foreign
Exchange Earnings and Outgo:
(A) Conservation of Energy:
The Company has consistently supported and implemented environment-friendly and
sustainable green solutions across its pan-India facilities. Energy conservation remains a
key focus area in our operational strategy, supported by continuous improvement
initiatives and employee engagement.
Energy Conservation Initiatives:
To optimise energy usage and reduce environmental impact, the following measures have
been implemented:
• Utilisation of renewable energy sources, including grid-powered wind energy at
Chennai
• UPS management and optimisation, resulting in a reduction of 29 tCO2e
at Pune
• Installation of digital timers, contributing to a reduction of 2.5 tCO2e at Pune
• Improvement of power factor close to unity, achieving a reduction of 53 tCO2e at
Pune
• Deployment of USFF-based computers to reduce power consumption and reduction of
25 tCO2e (all locations)
• Installation of energy-efficient LED lighting with motion sensors, resulting in
a reduction of 3.2 tCO2e (all locations)
• Adoption of VRF-based air-conditioning systems (all locations)
• Retrofitting of VFD panels for HVAC systems to enhance energy efficiency (all
locations)
• Regular AMC and planned preventive maintenance (PPM) of critical equipment (all
locations)
• Continuous monitoring of air-conditioning, lighting, and electrical appliances
during peak and non-peak hours (all locations)
• Refurbishment and optimisation of critical equipment to improve efficiency and
achieve power savings (all locations)
• Seat optimisation initiatives to enhance space utilisation and reduce
operational energy costs (all locations)
• Overall power energy savings of 2%, equivalent to 34,240 kWh, resulting in a
reduction of 27 tCO2e (FY 2024 vs FY 2025)
Carbon Footprint Reduction:
Total reductions of CO2e 139.7 tCO2e (FY 2025) across India facilities.
Mission:
We continue to measure, monitor, and reduce carbon emissions generated by our equipment
and vehicle operations. As part of our long-term sustainability roadmap, we plan to
transition to electric vehicles once the required infrastructure and ecosystem are
adequately established. Our strategic focus remains on carbon footprint reduction and
progression towards organizational mission of net-zero objective by 2040.
Capital Investment in Energy Conservation Equipment:
9.51% of total asset addition during the year 2025-26.
(B) Research & Development and Technology Absorption:
Expleo.AI
Enterprises today struggle to meaningfully adopt Agentic and Generative AI because of
the probabilistic nature of underlying foundational AI models. At Expleo, we understand
how unstructured and tacit knowledge in an organisation needs to be brought together to
make AI models deliver maximum accuracy with highest efficiency. Expleo brings processes,
tools, and infrastructure together to help enterprise customers adopt AI rapidly and
seamlessly in their landscape through our platform - Expleo.AI.
Expleo.AI platform is built with features to reduce impacts of probabilistic approach
of AI systems and make it as much accurate as deterministic systems by reducing
hallucinations by context engineering and model infrastructure.
The platform is available on-prem or on hyperscaler cloud platforms like Google, AWS
and Azure.
The Expleo.AI platform has three sub platforms, each with multiple components/modules
to deploy.
1. Expleo Codeple: Software development life cycle agent to plan, build, test,
document, and ship software faster.
2. Expleo Sophia: Quality assurance (QA) agent for test case management, automation
testing, performance testing, and post QA analysis agents for faster QA cycles.
3. Expleo Quasar: Agentic AI platform to automate business processes through
connectors, Retrieval-Augmented Generation (RAG), agents, and agentic systems.
1. Expleo Codeple
Expleo Codeple is a next-generation SDLC efficiency platform, that aims to make SDLC up
to 90% autonomous, limiting human input to requirements, architectural decisions, and
sequencing execution. Expleo Codeple goes beyond completion tools to act as an
intelligent, context-aware engineering assistant. It transforms how developers reverse
engineer, design, write, debug, and automate software directly with web based and plugins
for popular IDEs like Visual Studio Code and JetBrains.
Unlike traditional autocomplete tools, Expleo Codeple functions as a full feature AI
engineer, understanding entire repositories and executing multi-step tasks based on
natural language instructions. Its open-source foundation, flexible model support, and
extensible architecture make it a compelling choice for developers seeking to accelerate
delivery, enhance quality, and retain control over AI-driven workflows.
Expleo Codeple delivers a unified AI-driven engineering workflow with:
• Context-aware AI agents: Uses multiple modes (e.g., Architect, Coder, Debug,
Ask) to plan, generate, fix, and explain code across large projects.
• Natural language to code: Generate production-ready code from simple
descriptions in English.
• Automation & task execution: Runs terminal commands, automates repetitive
tasks, and integrates with workflows under developer control.
• Multi-model flexibility: Supports 400+ LLMs via OpenRouter or your own API keys,
including major models like GPT and Gemini.
• Deep codebase indexing: Understands and navigates complex project structures
without setup.
• Extensibility: Integrates custom tools and workflows via a tool-marketplace
ecosystem (e.g., MCP servers).
• IDE Independent Devxptai: Performs faster code analysis, code reviews, unit test
case & better-quality document generation.
• Faster functional UI generation: Module Mirage can take hand drawn or designer
created UI screens and convert them to functional UI code that can be integrated with
backend code straight away.
2. Expleo Sophia
Expleo Sophia's vision is to eliminate dependency on traditional, human-driven QA and
QE models by establishing a fully autonomous, agent-led quality assurance ecosystem that
orchestrates end-to-end quality across the software delivery lifecycle. The goal is to
build a fully autonomous agentic QA platform for the future.
The platform aims to automatically generate test cases, identify automation-ready
scenarios, create and maintain automation through AI agents, assemble optimised regression
packs that seamlessly run in CI/CD pipelines, and perform intelligent root-cause
analysis— enabling continuous quality at enterprise scale with minimal human
intervention.
Expleo Sophia is already delivering measurable value with production-ready
capabilities:
• Requirements validation and improvement.
• AI-driven test case generation from requirements.
• Standalone test automation to accelerate automation adoption.
• Standalone failure analysis to reduce defect triage time and improve resolution
efficiency.
• Performance test script generation.
• Autonomous agents that convert automation assets built on proprietary enterprise
tools into scalable, open-source frameworks.
• AI agents that identify obsolete frameworks and deprecated methods, refactor
them, and upgrade automation code to the latest supported libraries and versions.
• Convert enterprise tool automation to open-source frameworks and upgrade old
frameworks with current version.
• Predictive and prescriptive risk-based testing.
• Test case optimisation for regression testing based on releases.
These capabilities establish Expleo Sophia as a mature, deployable QA platform
providing immediate productivity and cost benefits.
3. Expleo Quasar
Expleo Quasar is an enterprise-grade agentic AI platform designed to orchestrate
autonomous, goal-driven AI agents across complex business workflows. It enables
organisations to move beyond copilots toward self-directed AI systems that plan, reason,
act, and learn-securely and at scale.
Quasar Capabilities:
• Agent orchestration framework: Design, deploy, and manage multi-agent systems
with role-based collaboration and task decomposition.
• LLM & tool abstraction layer: Seamless integration with multiple LLMs,
enterprise tools, APIs, and data sources.
• Memory & context management: Persistent short-term and long-term memory for
stateful, context-aware agents.
• Workflow automation: Event-driven and goal-based execution with
human-in-the-loop controls.
• Enterprise governance: Security, auditability, access control, and observability
built for regulated environments.
• Scalable runtime: Cloud-native architecture supporting horizontal scaling and
high availability.
• Knowledge graph studio: Platform to generate and consume knowledge graphs in
RAG, agentic AI, and conversational bots.
• Generative BI: Enables enterprises to build natural language-based apps to
analyse structured data faster. This component first simplifies the creation of the
semantic model view of the structured data that gives context to LLM and then converts
users' questions into SQL to generate visualisations.
4. Expleo Easy Connections:
Expleo Easy Connections is a connector platform that pulls metadata for data &
analytics assets from the organisations data estate and brings it to data governance
platforms like Collibra. Our connectors offer extensive metadata and details to copy,
enhancing the value of data governance platforms. These connectors are offered
as-a-service with Collibra implementation. We have also developed connectors to Dataiku
that capture the details of the data analytics/AI/ML use cases in Dataiku and move them to
Collibra.
This platform can also extract the metadata related to AI use cases from platforms like
Databricks and Google Vertex for AI governance. It can work with other data warehouse and
governance platforms like Google Dataplex, Databricks, Snowflake, etc.
(C) Foreign Exchange Earnings and Outgo:
Foreign exchange earned during the year in terms of actual inflows was Rs. 10,637.68 Mn
(previous year - Rs. 10,029.56 Mn), whereas foreign exchange outgo during the year in
terms of actual outflows was Rs. 4,140.35 Mn (previous year - Rs. 4,430.62 Mn).
The current year's inflows and outflows are regarding the movement of funds into and
outside India in foreign currency.
21. Risk Management:
Expleo is committed to effectively managing its operational, financial, and other risks
to achieve a balance between acceptable levels of risk and reward. Expleo has formulated
an Enterprise Risk Management Policy (ERM) in compliance with Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations") and provisions of the Companies Act, 2013 ("the Act"), which
requires Expleo to lay down procedures about risk assessment and risk minimisation.
The scope of ERM Policy covers risks across all levels of the organisation considering
the internal and external context. Expleo's enterprise risk management includes:
• Adhering to a risk Management framework to:
a) I dentify and assess a broad array of internal and external risks that could
adversely impact the achievement of organisational goals and objectives.
b) Ensure appropriate ownership and accountability of risks.
c) Develop and implement appropriate risk mitigation and monitoring plans by risk
owners including systems and processes for internal control of identified risks and
business continuity plans.
• Establishing a program structure that engages functional leaders across the
organisation to identify and prioritise risks consistent with risk tolerance.
• Providing the senior leadership/Board with key timely information to make
risk-informed decisions.
• Providing reasonable assurance with respect to organisation's ability to achieve
its strategic and business objectives.
The key categories of risks identified are:
• Strategic: Any risk that impacts the Expleo's strategy and makes it
less/ineffective; could be technology changes, new competitors, change in customer demand
etc.
• Financial: Risks relating specifically to the money flowing in and out of
business and the possibility of a sudden financial loss.
• Operational: Risks that could facilitate or hinder the efficiency and
effectiveness of core operations within the organisation.
• Compliance: Risks relating to non-adherence of any applicable legal
requirements, statutory adherence, certification requirements, customer requirements etc.
• ISMS: Risk relating to IT security, cyber risks, information security incidents,
data protection & business continuity planning (BCP).
• Reputational: Risk relating to the potential damage to an organisation's
reputation, brand, or image, resulting from actions, events, or decisions that could
negatively impact stakeholders' perceptions of the organisation.
Risk management in Expleo includes identification, assessing, monitoring, and
mitigating various risks through a comprehensive process evolved over the years.
Expleo's ERM comprises of policy, processes, structures, and guidelines that assist in
identifying, assessing, monitoring, and managing its business risk, including any material
changes to its risk profile. To achieve this, Expleo has clearly defined the
responsibility and authority of the Board of Directors, to oversee and manage the risk
management program, while conferring responsibility and authority on senior management to
develop and maintain the risk management program considering the day-to-day needs of
Expleo.
Regular communication and the review of risk management practice provide Expleo with
important checks and balances to ensure the efficacy of its risk management program. Risk
Management Committees are established consisting of senior members of Expleo for
periodical monitoring and review of the various categories of risks.
The risk assessment process is monitored and controlled in different ways. This
includes:
• Quarterly internal audits by an independent firm.
• Regular process compliance audits for ISO 9001, AS9100 and ISO 27001 standards,
including SOC audits.
• Periodic audits of compliance with the other regulatory frameworks.
• Monitoring and tracking of compliance of applicable laws for Expleo - using a
compliance tool which is updated in real time with latest amendments.
• Annual capital and revenue budget planning followed by monthly reviews.
• Annual sales planning with monthly/periodic monitoring.
• Annual perspective and strategic planning exercise with a yearly update.
• A conservative approach in planning funding requirements.
Over the last few years, Expleo has developed comprehensive internal financial control
processes and procedures that could effectively mitigate the overall organisational risks.
22. Adequacy of Internal Financial Controls:
The Company has a proper and adequate internal control system. This ensures that all
transactions are authorised, recorded, and reported correctly, and assets are safeguarded
and protected against loss from unauthorised use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls.
An extensive programme of internal audits and management reviews supplement the process
of the internal financial control framework. Properly documented policies, guidelines, and
procedures have been laid down for this purpose. The internal financial control framework
has been designed to ensure that the financial and other records are reliable for
preparing financial and other statements and maintaining asset accountability. In
addition, the Company has identified and documented the risks and controls for each
process that is linked to financial operations and reporting.
The Company also has an Audit Committee, comprising three Directors, who interact with
statutory auditors, internal auditors, and management to deal with matters within its
terms of reference. This Committee primarily deals with issues of accounting, financial
reporting, and internal control. The framework for the internal financial controls was
made by:
• Defining controls, governance, and standards, including policies and procedures,
organisational structures, and performance objectives.
• Establishing control designs including roles and responsibilities, risk
identification, and capacity to deliver business objectives.
• Evolving controls including control systems and improvements.
• Compliance and control monitoring through internal resources or audit or a
combination of both.
The internal audit team, along with the process team, monitors and evaluates the
efficacy and adequacy of internal control systems in the Company, its compliance with
operating systems, accounting procedures, and policies. Based on the internal audit
report, corrective actions, if any, are undertaken and controls strengthened in the
respective areas. Significant audit observations and responses/corrective actions, if any,
are presented to the Audit Committee of the Board. During the year, an internal financial
control (IFC) audit concerning financial statements was done by the Statutory Auditors.
Their report is annexed as part of the Independent Auditor's Report.
23. Corporate Social Responsibility:
Expleo's corporate social responsibility (CSR) vision exemplifies a profound commitment
to tackling the pressing social issues of our times. This vision is not just a statement
of intent but a reflection of the Company's core principles and values, which are deeply
embedded in its culture and operational ethos.
At the heart of Expleo's CSR initiatives is education and skill development in science
and technology particularly to the marginalised communities of our country. This noble
endeavour ensures that the benefits of education reach the farthest corners of society,
uplifting those who are often left behind.
This sustained effort by Expleo is a shining example of how a company can effectively
integrate its business objectives with societal needs. By doing so, Expleo not only
enhances its corporate image but also sets a benchmark for others in the industry. The
company's actions speak louder than words, showcasing a clear trajectory towards a more
equitable and sustainable future. It is through such dedicated CSR initiatives that
companies like Expleo can leave a lasting impact on society, paving the way for a legacy
that transcends the bottom line.
Expleo's CSR policy has been amended on July 23, 2025. The salient features of the CSR
Policy together with the modifications effected therein, are detailed below:
• Strategic alignment introduced: The CSR policy is clearly aligned with the
Company's engineering & technology business.
• Refined CSR focus areas: Focused approach toward education and skill
development.
• Shift in beneficiary definition: Broadened to marginalised communities making it
more inclusive with a wider scope.
The Annual Report on CSR Activities for the financial year ended March 31, 2026,
pursuant to Section 135 of
the Companies Act, 2013 is annexed as Annexure-III and forms an integral part of this
report.
Key highlights of the CSR activities undertaken by the Company:
a) Agastya - Education for the underprivileged
Over the years, Expleo has continued its commitment to STEM education by supporting
Agastya (Science centre and mobile science lab) in two schools in Chennai, one school in
Mumbai and one school in Bengaluru. Along with these two projects, Expleo also supported
an Astronomy centre project this year.
• Mobile science lab: The programme objective is to help to catalyse local schools
and educators and improve the quality of education for rural/municipal children and
teachers.
• Integrated science lab: The Company has sponsored an integrated science lab
toLab" project, which will provide students exposure to making and design thinking,
resulting in students building innovative projects for themselves, their schools and their
communities as well as Science concepts from their syllabus.
• Astronomy centre: Expleo also funded an Astronomy centre at the Agastya campus
in Kuppam, Andhra Pradesh in March. The Astronomy observatory is equipped with a 4-meter
dome and advanced telescopes, providing rural students and teachers with opportunities to
explore stars, planets, and distant galaxies through hands on learning.
b) Maharshi Karve Stree Shikshan Samstha - Development of a Computer Lab &
Tinkering lab for Vision English Medium School, Pune Expleo has been supporting Maharshi
Karve Stree Shikshan Samstha for the past 4-5 years as a part of its CSR initiatives. This
year, we have chosen to focus on science and technology-driven programs, and accordingly,
we have extended our support to the Computer and Tinkering (STEAM) Lab initiative at their
Vision English Medium School (Secondary Section). This initiative aims to foster skill
development and empower students for a better future.
c) Vidya Sagar - Education for Differently-abled Children
Expleo has funded a STEM learning lab at Vidya Sagar in Chennai, which aims to empower
students with intellectual and developmental disabilities. The lab is equipped with
assistive and adaptive technologies, offering accessible, hands-on discovery. The lab is
designed to be multisensory and immersive. The learning infrastructure uses virtual
simulations to help students with diverse impairments engage meaningfully, while making
learning effective, enjoyable and truly at their own pace.
d) Siruthuli - Post Graduate Program for the Underprivileged
The Company has implemented a CSR initiative on skill development in partnership with
the NGO Siruthuli— who in turn have partnership with SmartCliff Learning Solutions,
Coimbatore. Through this program the Company is sponsoring 43 students from economically
disadvantaged backgrounds for MCA and ME programs. Apart from the PG program, the students
will be equipped with industry-ready skills, ensuring they become confident professionals.
e) SWADHA Foundation
Expleo has partnered with Swadha Foundation, a 12-year- old NGO based out of Bangalore,
to sponsor 40 students from Tumkur in Karnataka. The NGO enables rural students of class
eleven to continue their education up to degree-level and improve employability through
skill development.
24. Composition and Recommendation of the Audit Committee:
The Audit Committee of the Company has been constituted in line with Section 177 of the
Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The members of the Audit Committee as on March
31, 2026, are:
1) Mr. Narayanan Subramaniam, Chairperson
2) Dr. Varadharajan Sridhar, Member
3) Dr. Srivardhini Keshavamurthy Jha, Member
During the year, the Board accepted all recommendations of the Audit Committee.
25. Vigil Mechanism:
The Company has formulated and adopted a vigil mechanism for employees to report
genuinely unethical and improper practices or any other wrongful conduct to the Audit
Committee Chairperson. The policy provides opportunities for employees to access the Audit
Committee in good faith if they observe unethical and improper practices. The Whistle
Blower Policy of the Company is available on this link: https://investors.expleo.
com/wp-content/documents/Whistle-Blower-and- reports-management-policy.pdf
26. Directors' Responsibility Statement as Required under Section 134(5) of the
Companies Act, 2013:
Under Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) For the preparation of the annual financial statements, the applicable accounting
standards were followed, accompanied by a proper explanation relating to material
departures.
b) Accounting policies were selected and applied consistently; fair judgement was used,
and prudent estimates were made to give an accurate view of the Company's state of affairs
at the end of the financial year, and its profit and loss for that period.
c) Proper and sufficient care was taken to maintain adequate accounting records as per
provisions
of this Act to safeguard the Company's assets to prevent and detect fraud and other
irregularities.
d) Annual financial statements were prepared on a going concern basis.
e) The Company laid down internal financial controls and that such controls were
adequate and operating effectively.
f) Proper systems were devised to ensure compliance with all applicable laws and such
systems were adequate and operating effectively.
27. Board Evaluation:
Under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the
Company, evaluated its performance, that of its committees and Individual Directors,
including Independent Directors. No Director participated in his/ her evaluation. The
Independent Directors reviewed the Non-Independent Directors, Chairperson, and the Board
at a separate meeting of Independent Directors held on March 10, 2026. The Board of
Directors was evaluated on various criteria, including attendance, participation in Board
meetings, involvement by providing advice, guidance, suggestions on the business front,
and the willingness and commitment to devote the time necessary to fulfil their duties.
The Independent Directors were also evaluated based on the performance, professional
conduct, roles, and duties as specified in Schedule IV of the Companies Act, 2013, and
based on the fulfilment of the Independent Director criteria as specified in Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board
evaluation was based on composition and statutory compliance, understanding business
risks, adherence to process and procedures, overseeing management procedures for enforcing
code of conduct, and ensuring various policies, including the Whistle Blower Policy, were
in force. The Board of Directors is of the opinion that Independent Directors possess
integrity, expertise, and experience, including proficiency.
28. Criteria for Making Payment to Non-Executive Directors:
The Nomination and Remuneration Committee and the Board of Directors considered the
following criteria while deciding on the payments to be made to Non-Executive Directors:
• Company performance
• Maintaining independence and adhering to corporate governance laws
• Contributions during meetings and guidance to the Board on important Company
policy matters
• Active participation in strategic decision-making and informal interaction with
the management
29. Familiarisation Programme:
The Company has a familiarisation programme for Independent Directors under Regulation
25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended. It aims to provide Independent Directors with Company insight to enable
understanding of the business in depth and contribute significantly to the Company.
Overview and details of the programme for Independent Directors have been updated on
https://investors.expleo.com/wp- content/documents/Policy-for-Determining-Material-
Subsidiaries-l.pdf
30. Policy for Determining Material Subsidiaries:
Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, a policy for determining material
subsidiaries was formulated. The same is updated on the Company's website at
https://investors.expleo. com/wp-content/documents/Policy-for-Determining-
Material-Subsidiaries-1.pdf and is dealt with elsewhere in the Annual Report.
31. Particulars of Employees:
The Company is required to give disclosures relating to remuneration under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, which is annexed as Annexure-IV and forms an integral
part of this report.
The statement containing top 10 employees on roll and particulars of employees employed
throughout the year whose remuneration is more than Rs. 102 lakhs or more per annum and
employees employed part-time and in receipt of remuneration of Rs. 8.5 lakhs or more per
month as required under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, forms an integral part of this report.
However, the same is not being sent along with this Annual Report to the members of the
Company in line with the provision of Section 136 of the Act. Members interested in
obtaining these particulars may write to the Company Secretary at the Registered Office of
the Company. The aforesaid annexure is also available for inspection by the Members at the
Registered Office of the Company, 21 days before and up to the date of the ensuing AGM
during business hours on working days.
32. Directors and Key Management Personnel:
Pursuant to the provisions of Section 152(6) Act of Companies Act, 2023 and the
Company's Articles of Association, Mr. Phani Tangirala (DIN: 01871595), retires by
rotation and being eligible, offers himself for re-appointment. A resolution seeking
shareholder approval for his reappointment forms part of the Notice of Annual General
Meeting.
During the financial year, Mr. Rajesh Krishnamurthy (DIN: 08288884), Non-Executive
Director, has resigned from the Board of the Company with effect from the close of
business hours from January 12, 2026. The Board placed on record its sincere appreciation
for the contribution made by him to the Company during his entire tenure with the Company.
During the period under review, the Company has following Key Managerial Personnel and
Senior Management Personnel:
(i) Mr. Unnikrishnan Anilkumar, Chief Operating Officer
(ii) Mr. Saket Newaskar, Director - Head of Transformation and Capabilities*
(iii) Ms. Hema Lakshminarayanan, Director - Sales Enablement
(iv) Mr. Karthikeyan V Shanmuhaiah, Director - Sales, APAC
(v) Mr. Rizwan Shaikhmohammed, Director - Sales, USA
(vi) Mr. Sharookhussain Crawther, Director - Sales, Middle East
(vii) Mr. Manjunathan Chinnanagounder, Senior Director - Human Resources (Only Senior
Management Personnel)
During the period under review, Mr. Prasad Govind Satkar - Senior Director and Senior
Management Personnel (SMP), retired from the Company and ceased to be a Senior Management
Personnel with effect from the close of business hours of July 31, 2025.
*Mr. Saket Newaskar, Director - Head of Transformation and Capabilities has resigned
and ceased to be Key Managerial Personnel and Senior Management Personnel of the Company
with effect from July 03, 2026.
33. Public Deposits:
The Company has not accepted or renewed any public deposits and, as such, no amount of
principal or interest was outstanding on the balance sheet as of date.
34. Statutory Auditors:
M/s. Deloitte Haskins & Sells, Chartered Accountants, are the Statutory Auditors of
the Company. They were appointed in the 26th Annual General Meeting and will
hold office till the conclusion of 31st Annual General Meeting of the Company.
The report issued by the Auditors to the members for the financial year ended March 31,
2026, does not contain any qualification, reservation or adverse remark, or disclaimer.
Auditors reported no fraud under sub-section (12) of Section 143.
35. Maintenance of Cost Records:
The maintenance of cost records as specified by the Central Government under
Sub-Section (1) of Section 148 of the Companies Act, 2013, does not apply to the Company.
36. Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
M/s. Alagar & Associates LLP, formerly known as M. Alagar & Associates (practicing
Company Secretaries, COP No. 8196) as the Secretarial Auditor of the Company at the Annual
General Meeting held on August 21, 2025 with effect from April 1, 2025, for a period of
five years. The Secretarial Audit Report issued by M/s. Alagar & Associates LLP,
formerly known as M. Alagar & Associates, is annexed and forms a part of this report
in Annexure-V. The Secretarial Audit Report does not contain any reservation or adverse
remark for the year under review. Further, the Company complies with the mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and
notified by the Ministry of Corporate Affairs (MCA).
37. Significant and Material Orders Passed by the Regulators, Courts, or Tribunals:
There are no significant and material orders passed by the regulators or courts or
tribunals that may impact on the Company as a going concern and/or Company's operations.
38. Human Potential:
At Expleo, our people continue to remain at the core of our growth strategy, and we are
committed to building a high- performing, inclusive, and future-ready workforce. Over the
past year, we have further strengthened our Human Potential framework by focusing on
capability building, leadership development, and creating meaningful employee experiences
across the organisation. Our structured talent initiatives—including High Potential
identification, succession planning, and targeted development programs—have enabled
us to nurture critical talent and build a strong leadership pipeline aligned with business
priorities.
We have also continued to invest in enhancing employee engagement and organisational
culture through focused interventions such as continuous listening mechanisms, leadership
connect platforms, and recognition programs. These efforts have helped us drive a culture
of ownership, collaboration, and performance excellence across teams, while ensuring that
employees feel valued, heard, and empowered in their roles.
Incredible Workplaces (IWP):
In 2025, as part of our ongoing commitment to strengthening our workplace practices, we
transitioned from the Great Place to Work (GPTW) to the Incredible Workplaces (IWP)
assessment framework. This shift reflects our intent to adopt a more evolved and
comprehensive approach to understanding employee experience and organisational
effectiveness.
The IWP assessment has provided us with deeper insights into employee perspectives on
our culture, leadership, ways of working, and overall organisational direction. These
insights have enabled us to identify key strengths while also highlighting opportunities
for improvement, helping us take focused and meaningful actions.
Overall, we remain committed to building a workplace that fosters trust, collaboration,
and innovation, where our people are empowered to grow, contribute, and deliver their
best. We will continue to strengthen our people's practices and create meaningful employee
experiences that enhance engagement and drive sustained value for the organisation.
Key highlights of 2025 IWP survey results:
• 2022, 2023 and 2024 are the Great Place to Work survey scores
• Incredible Workplaces score for 2025 is 78% (+6% from 2024) with 95%
participation rate (+2% from 2024)
• 86% of employees have a clear understanding of organisation's mission and vision
• 85% of employees believe that our organisation's core values are communicated
clearly and consistently
• 83% of employees feel supported by their colleagues in their day-to-day work.
• Expleo India is certified as an Incredible Workplace™ for Dec 2025 - Nov
2026
Strategic Learning & Leadership Development (L&LD) at Expleo
At Expleo, Learning & Leadership Development (L&LD) plays a vital strategic
role in aligning workforce capabilities with the organisation's long-term vision and
business goals. Through focused L&LD initiatives, we empower employees to adapt, grow,
and excel in a dynamic business environment.
Our primary responsibilities are to develop workforce capabilities, skills, and
competencies the organisation needs to align with key business priorities.
The Strategic (L&LD) role spans across the following key areas:
Talent Attraction & Retention:
Developing workforce capabilities aligned with business priorities by offering career
paths and professional development opportunities.
Developing People Capabilities:
Focused on future leaders through structured leadership development programs at various
levels.
Motivating & Engaging Employees:
Conducting initiatives to foster motivation, engagement, and recognition of learning
accomplishments.
Driving Culture of Continuous Learning:
Promoting a learning mindset through upskilling and reskilling initiatives supported by
platforms such as Coursera, Udemy, LinkedIn Learning, etc.
Employer Brand Creation:
Enhancing Expleo's brand as an employer of choice by investing in employee development,
reinforcing values and building workplace behavior.
Mandatory Trainings:
Ensuring all employees meet compliance through global onboarding and mandatory training
programs such as Information Security, Anti-Bribery & Anti-Corruption, and Data
Protection. We also cover POSH and QMS.
All L&D initiatives, programs, and interventions are closely aligned with the
strategic spans outlined above. These initiatives are purposefully designed to support
Expleo's vision, business goals, and long-term sustainability through a competent and
future-ready workforce.
Strategic Pillars of L&LD
Our L&LD strategy is built around five core focus areas:
1. Talent Attraction & Retention
2. Developing People Capabilities
3. Motivating and Engaging Employees
4. Driving Culture of Continuous Learning
5. Employer Brand Creation
1. Talent Attraction & Retention
We are committed to investing in our employees' professional development and providing
them with structured career growth paths. This helps them stay agile and competitive amid
evolving job roles and project needs.
Key Initiatives:
• Graduate Training Program (HTD - Hire, Train, Deploy)
• Certification Reimbursement Policy
• Individual Development Plan (IDP)
• Trainer Incentive Program (TIP)
• Self-Learning Enablement
• Expert Connect Sessions
• Role-Based Learning Journeys
• Training Retention Agreement (HIPOTS)
2. Developing People Capabilities
To develop future leaders, we offer leadership programs tailored to different career
stages and management levels.
Leadership Development Programs:
• First Time Manager (FTM)
• Leadership Enhancement Action Program (LEAP)
• Leadership Excellence Program (LEP) by Dale Carnegie
• Accelerated Leadership Program (ALP) with IIM Indore
• Executive Coaching Program
3. Motivating and Engaging Employees
We strive to create an environment that encourages continuous learning and celebrates
achievement.
Engagement & Recognition Initiatives:
• NJOP (New Joiner Orientation Program)
• Technical & Domain Upskilling
• Training for On-site Employees
• TGIF (Thank God It's Friday)
• Reader's Loft
• Management Development Program
• Digital Badges for Learning & Certification
4. Driving a Culture of Continuous Learning
Expleo promotes lifelong learning through curated resources, hands-on labs, and
expert-led knowledge-sharing.
Key Programs:
• AI360
• Access to Coursera, Udemy, and LinkedIn Learning
• Remote-access Technology Lab for hands-on learning
• Expert Connect Sessions
• Knowledge Sharing Sessions
• Learning Assessment Platforms (e.g., IKM)
5. Employer Brand Creation
Our continuous learning ecosystem positions Expleo as an employer of choice. We
cultivate an environment that fosters capability development, cultural alignment, and
long-term career success.
Brand-enhancing Programs:
• Diversity & Inclusion (D&I) Initiatives
• Leadership Development Programs
• Digital Badges for Social Recognition of Learning
Mandatory Training Framework
Expleo upholds the highest standards of compliance and ethics through a well-defined
mandatory training ecosystem.
Framework Highlights:
• Global Onboarding Program for all new hires
• Annual mandatory modules on:
? Information Security
? Data Protection
? Anti-Bribery & Anti-Corruption
? Competition Law
? POSH (Prevention of Sexual Harassment)
? QMS (Quality Management System)
2025-26 Completion Rate: 99%
Key Initiatives (2025-2026)
• PRISM:
? Successfully designed and delivered as an in-house flagship program for support
functions, ensuring holistic capability development beyond technical teams, ensuring
strong ownership and contextual relevance.
? Achieved high participant satisfaction with feedback scores of 4.82 (facilitator)
and 4.81 (program).
? Scaled impact by training 200+ employees, strengthening core capability building
across support functions.
• LEAP (Leadership Excellence Program):
? End-to-end internal design and facilitation enabled a cost-effective and scalable
leadership development model.
? Consistently high feedback scores of 4.73 (facilitator and program) reflect strong
program effectiveness.
? Developed 114 emerging leaders, building a robust pipeline for future leadership
roles.
• Succession Planning:
? Successfully completed all stages as per plan, ensuring leadership continuity across
critical roles.
? Established a structured and transparent succession framework aligned with business
goals.
? Strengthened organisational resilience by identifying and preparing high-potential
talent.
• AI360 - Expleo AI Literacy Program:
? Established foundational AI literacy across the organisation, driving awareness and
adoption of AI tools.
? Enabled employees to understand and apply AI concepts in real-world business
scenarios.
? Positioned L&LD as a key enabler of digital transformation.
• Women Development Program:
? Achieved strong engagement with 263 registrations, reflecting high demand and
relevance.
? Created a structured platform for career growth, networking, and leadership
readiness for women employees.
? Reinforced the organisation's commitment to diversity, equity, and inclusion.
• Inclusive Coaching:
? Empowered 20 women employees through focused coaching interventions to enhance
leadership and personal effectiveness.
? Promoted an inclusive culture by investing in targeted development initiatives.
? Strengthened confidence, decision-making, and career progression for participants.
• Project Management Excellence Program (PMEP):
? Institutionalised project management best practices to improve delivery quality and
efficiency.
? Strengthened capabilities in planning, execution, and stakeholder management across
teams.
? Contributed to improved project outcomes and client satisfaction.
• L&D Power BI Dashboard:
? Automated L&D reporting through Power BI, enabling real-time visibility into
learning metrics.
? Improved decision-making with data-driven insights on training effectiveness and
coverage.
? Reduced manual effort and enhanced reporting accuracy.
• Gamified Assessment Tool - GENIE:
? Introduced gamification in AI360 assessments to enhance learner engagement and
participation.
? Enabled interactive and scalable evaluation of skills across programs.
? Improved learning retention and assessment effectiveness through innovative design.
Technical Skills Focus areas include:
• AI/ML, Cloud (AWS, Azure, Google), Cybersecurity
• Industry 4.0, IIOT, Digital Twin, Smart Manufacturing
• Programming (Java, Python), Data Analytics, Automation
Domain Expertise
Training in platforms such as:
• Guidewire, FinAstra, Finacle
• Banking, Payments, Treasury, Insurance
• Airbus ME3s, TSYS, Motor domain
Testing & Tools
• Certified AI Tester (CTAI), ETL, Automation & Agile Testing
• Tools: Selenium, BDA Cucumber, Dynatrace, Playwright, TOSCA, Jira, SA Lean PLM
Process & Methodologies
• Agile/Scrum, SAFe, Kanban
• Project & Program Management (PMP, MSP)
Learning Metrics (2025-26)
Metric |
Value |
Total learning hours |
173,959 |
Average learning hours per employee |
42 hrs. (vs. 40-hr target) |
Self-learning hours |
120,730 (69% of total) |
Unique learners (active headcount) |
3,878 |
Total certifications earned |
9,534 |
Knowledge-Sharing Highlights
0
Expert connect sessions: Successfully published 20+ sessions attended by
over 500 participants. These sessions facilitated direct access to subject matter experts,
fostering knowledge exchange and professional development across the organisation.
0 Knowledge sharing sessions: Conducted over 25 sessions reaching out to a broad
audience of 1000+ employees. These sessions served as valuable platforms for sharing
insights, best practices, and expertise, enriching the collective knowledge base and
promoting collaboration and learning among peers.
Conclusion
These achievements collectively demonstrate the organisation's dedication to fostering
a culture of continuous learning, skill development, and growth for its employees,
ultimately contributing to enhanced performance and success.
39. Quality, Technology, and Systems: Engineering, Technology, and Consulting:
Expleo has established a Compliance Framework that follows a phased approach. It starts
with establishing legal, contractual and security requirements to be complied with,
internal communication and creating awareness on these requirements, integration of
requirements with existing quality, security and process framework for ongoing compliance,
monitoring and audit for ensuring compliance, periodic assessment of the maturing level of
compliance processes and reporting and improvement of QMS and ISMS. The compliance
framework is independently assessed and certified by external certification bodies on an
annual basis. Independent assessments are done as part of ISO 9001, ISO 27001, AS 9100,
ISO 17025, TISAX, PCI DSS and SSAE 18/ISAE3402 certifications.
ISO 9001:2015 (Quality Management System)
All the offshore centres of Expleo are certified for Quality Management System (ISO
9001:2015).
Expleo has adopted a quality management system to improve its overall performance and
provide a sound basis for sustainable development activities. Expleo promotes adopting a
process approach when developing, implementing, and improving the effectiveness of a
quality management system to enhance customer satisfaction by meeting customer
requirements. This enables Expleo to plan its processes and their interactions. This also
enables the Expleo to ensure that its processes are adequately resourced and managed and
opportunities for improvement are determined and acted on. Expleo has also implemented
risk-based thinking which enables us to determine the factors that could cause the
processes and its quality management system to deviate from the planned results, put in
place preventive controls to minimise negative impacts, and to make maximum use of
opportunities as they arise. The process approach involves the systematic definition and
management of processes and their interactions to achieve the intended results by
following the top management's quality policy and strategic direction. The Company adopts
various forms of improvement and corrective actions and continual improvements, such as
breakthrough change, innovation, and reorganisation.
ISO 27001:2022 (Information Security Management System)
All offshore centres of Expleo are certified for Information Security Management System
(ISO 27001: 2022).
Expleo achieves information security by implementing a suitable set of controls,
including policies, processes, procedures, organisational structures, and software and
hardware functions. These controls are established, implemented, monitored, reviewed, and
improved to meet the organisation's specific security and business objectives.
Expleo has adopted ISO 27001, an international standard for establishing, implementing,
maintaining, and continually improving an information security management system. The
adoption of an information security management system is a strategic decision for an
organisation. Its establishment and implementation are influenced by the organisation's
needs and objectives, security requirements, processes used, and the size and structure.
The information security management system helps Expleo identify and address the threats
and opportunities around its information and related assets. This helps protect Expleo
from security breaches and shields the Company from any disruptions when they happen.
Expleo's information security management system preserves the confidentiality,
integrity, and availability of information by applying a risk management process and gives
confidence to interested parties. The information security management system helps
Expleo's business in many ways—safeguarding its information assets, demonstrating to
external stakeholders how secure its' information is, staying ahead of new information
security risks and opportunities, and thereby supporting the Company's development and
growth.
The information security management system is integrated with the organisation's
processes and overall management structure, and information security is considered in the
design of processes, information systems, and controls.
Statement on Standards for Attestation Engagements (SSAE 18)/The International Standard
on Assurance Engagements (ISAE 3402):
The offshore testing and development centres of Expleo at Chennai & Pune are
compliant with ISAE 3402 and SSAE 18. SSAE 18/ ISAE 3402 is an independent assessment
report that provides confidence in control procedures, adequacy and reasonable assurance
in Expleo's service delivery, information security, and data privacy-related controls.
SSAE 18 is more relevant for the US market, while ISAE 3402 is relevant for the rest of
the world. Outsourcing companies (Expleo clients) are looking for third-party assurance to
provide their clients (Expleo) with comfort in their internal control environment.
Replacing SAS 70, ISAE 3402 /SSAE 18 standards remain the most widely employed approach to
demonstrate third-party assurance, providing coverage to users of outsourced services.
This report has been prepared to provide information on Expleo's application testing
& development services and related general computer controls for the services provided
to clients. The assessment report illustrates the positive effects of a properly
functioning and articulated control environment on an organisation's senior management and
clients. Expleo has been assessed for the past twelve years by one of the Big Four audit
firms. The Certified Public Accountant has attested that the controls are not only
suitably designed but also effectively implemented over the assessment period of one
calendar year.
Payment Card Industry Data Security Standard (PCI-DSS):
Data protection is critical for any Company in maintaining its services to clients.
Expleo, at its Chennai locations, is also compliant with PCI-DSS, (worldwide data security
standard defined by the Payment Card Industry Security Standards Council) since 2010
ensuring data security and reducing the risk of data breaches. Expleo adopted PCI-DSS to
meet the customer requirements specific to the cards domain. Expleo has designed and
implemented technical and operational controls to protect cardholder data.
Expleo implemented a minimum set of requirements for protecting cardholder data. It
also deployed additional controls and practices to mitigate risks further and address
local, regional, and sector laws and regulations. These controls also address the
legislation or regulatory requirements to protect personally identifiable information or
other data elements.
Aerospace Quality Management System (AS9100 D)
Expleo Bengaluru holds the Aerospace Standard AS9100D certification.
Expleo holds the prestigious AS9100 certification, signifying its commitment to
excellence in the aerospace industry. AS9100 encompasses rigorous quality management
standards specifically tailored for aviation, space, and defense products and services. By
adhering to AS9100 guidelines, the company ensures safety, reliability, and operational
efficiency.
This certification not only enhances its global recognition but also fosters continual
improvement, making it a preferred partner for aerospace clients and suppliers worldwide.
Expleo has robust quality management systems in place with AS9100 certification. Many
aerospace manufacturers and suppliers prefer working with certified partners, making
AS9100 crucial. This certification is recognised worldwide and opens doors to large
Original Equipment Manufacturers (OEMs). It provides a framework for continual
improvement, enhancing overall efficiency.
It is essential for any aerospace-related company aiming to improve quality, cost, and
delivery performance while adhering to industry-specific requirements.
Trusted Information Security Assessment Exchange (TISAX) Certification
Expleo's automotive business unit at Bangalore and Pune locations is TISAX certified.
TISAX is a specialised information security standard designed specifically for the
automotive industry. It ensures that sensitive data remains secure throughout the
production process. Expleo's TISAX certification validates its information security
system, ensures compliance with security requirements, and fosters trust within the
automotive industry. TISAX compliance gains a competitive edge, as it demonstrates
commitment to data security and reliability to potential customers.
Expleo achieves information security by implementing a suitable set of controls,
including policies, processes, procedures, organisational structures, and software and
hardware functions. These controls are established, implemented, monitored, reviewed, and
improved to meet the organisation's specific security and business objectives.
Expleo is CERT-In Empaneled Information Security Auditing organization.
Compliance with Data Protection Laws:
Data protection is a significant concern for organisations worldwide. The focus is on
secure handling to ensure the protection of customer data as well as corporate data. The
importance of privacy and data protection is increasingly recognised as social and
economic activities transition online. When it comes to data protection, different
countries have enacted different sets of laws. As technological advances have improved
data collection and surveillance capabilities, governments around the world have started
passing laws regulating what kind of data can be collected about users, how that data can
be used, and how data should be stored and protected.
The European Union (EU) views privacy of personal information as a fundamental right.
With the introduction of General Data Protection Regulation (GDPR) in 2018, the EU has
given its people more control over their personal data. The USA has sector specific laws
on the privacy of customer data such as health and financial information. The APAC and
Middle East countries have also specific laws governing data protection. India has also
rolled out a draft Digital Personal Data Protection Act (DPDP) act.
With its global reach and client base, Expleo is expected to adhere to various such
data privacy compliance requirements. Expleo has designed and implemented a data
protection framework to protect the personal information provided by its customers from
engagement until the closure of services. This data protection framework is integrated
with the information security framework in terms of securing the information provided by
clients. As part of the data protection framework, Expleo ensures that the contractual
obligations concerning data protection are adhered to through technical and organisational
measures. Expleo also analyses the internal and external environment changes, including
the contractual customer requirements on privacy and the various alerts (privacy
incidents) to draw inputs for annually updating the privacy policy. Expleo has not only
implemented technical and organisational measures to protect data but also implemented
processes for regular monitoring to protect itself from data breaches.
Certification of Compliance on ISO /IEC 17025:2017
The software testing laboratory unit of Expleo at its Pune location is ISO 17025
certified. It is the international standard for testing and calibration laboratories. It
sets out requirements for competence, impartiality, and consistent operation of
laboratories, ensuring the accuracy and reliability of their testing and calibration
results. Expleo has designed and implemented a set of processes towards the testing and
calibration laboratory to provide its customers with confidence in its technical
competence.
Compliance with Business Continuity and Disaster Recovery Planning:
Expleo has implemented a robust business continuity management (BCM) and disaster
recovery (DR) procedure by design in line with ISO 22301. It has also implemented a
detailed framework covering critical customer connectivity, hardware, software, operating
system, database, storage integration, data backup & recovery, security hardening, and
network along with project data and other critical data.
Business Continuity Plan & Disaster Recovery (Expleo Specific)
Expleo activities relating to BCP & DR Business Continuity and Disaster Recovery
form an integral part of the service delivery to its customers. Expleo has defined a
client specific BCP & DR plan based on client requirements. This plan is communicated
to the client based on their client requirements and includes the steps required to ensure
that the critical business operations and services provided by Expleo to the client can be
sustained in the event of a disaster resulting in the unavailability or inaccessibility of
key facilities, resources, or personnel supporting service delivery.
Business Continuity Plan & Disaster Recovery (Client Specific)
Expleo activities relating to BCP & DR form an integral part of the service
delivery to its customers. Expleo has defined a client specific BCP & DR plan based on
client requirements. This plan is communicated to the client based on their requirements
and includes the steps required to ensure that the critical business operations and
services provided by Expleo to the client can be sustained in the event of a disaster
resulting in the unavailability or inaccessibility of key facilities, resources, or
personnel supporting service delivery.
The objective of the business continuity and disaster recovery plan adopted by Expleo
is to determine the continuity of business in case of a disaster resulting in unplanned
service interruptions at ODCs located in Expleo facilities at Chennai, Coimbatore, Pune,
& Bangalore.
Digital Operational Resilience Act (DORA) compliance
Expleo is compliant with the Digital Operational Resilience Act (DORA), a European
Union regulation that aims to strengthen the financial sector's resilience to ICT-related
incidents by establishing a comprehensive framework for risk management, incident
reporting, and third-party service provider oversight.
Integrating AI: Navigating the Next Wave of Business Transformation
Expleo enhances clients' AI initiatives by integrating multiple LLM models for superior
performance and using advanced accelerators to expedite use cases. Our cutting-edge tools
boost data science and ML development while ensuring secure, enterprise-ready operations.
We offer comprehensive AI-centric solutions through consulting, industry expertise,
technology, and quality assurance, focusing on productivity, efficiency, quality
improvement, new product and service development, and modernising existing products with
AI integrations.
Our Expleo AI service offerings include business technology consulting for AI, AI
capability development, AI development, integration and maintenance, accelerated AI
adoption, and AI-driven project delivery.
40. Disclosure under Section 22 of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013 for Financial Year 2025-2026:
Expleo, in alignment with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, has diligently carried out its responsibilities
under the POSH framework during the financial year 2025-26.
Expleo has a comprehensive policy on the prevention of sexual harassment in the
workplace and remains committed to providing a safe, secure, and inclusive working
environment for all employees. During the year under review, Expleo continued to implement
preventive and awareness measures, including conducting POSH training sessions for
employees to ensure awareness of workplace conduct standards, reporting mechanisms, and
the consequences of misconduct.
Training sessions were also conducted for the members of the Internal Complaints
Committee (ICC), including periodic refresher programs, to ensure that they are
well-equipped to address complaints effectively, fairly, and in compliance with statutory
requirements. Expleo continues to maintain compliance with applicable regulatory
requirements, including registration on the She-Box portal.
Details of complaints under the POSH Act during the financial year 2025-26 are as
follows:
Number of quarterly Internal Committee (IC) meets during the year: 04
Number of IC trainings during the year: 01 Number of complaints received during the
year: Nil Number of complaints disposed of during the year: Nil Number of cases pending
for more than ninety days: Nil
Number of workshops/awareness programs conducted during the year: 15 awareness sessions
New Joiner Orientation Program (NJOP) sessions by IC member and existing employees
training by external member.
Nature of action taken by the employer or external member: Conducted POSH awareness
survey in June, 2025.
Expleo remains steadfast in its commitment to implementing a culture of dignity,
respect, and equality, and continues to strengthen its processes and awareness initiatives
to prevent any form of harassment at the workplace.
41. Disclosure on Compliance Relating to the Maternity Benefits Act, 1961 for Financial
Year 2025-2026:
Expleo has complied with the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder, including all applicable amendments.
Expleo extends maternity benefits to all eligible women employees in accordance with
the Act, including maternity leave and related benefits, and ensures protection of
employment during the maternity period.
The Company has appropriate policies and systems in place for the effective
implementation and administration of maternity benefits, including provisions relating to
nursing breaks/work-from- home options where applicable, and other statutory entitlements.
The Company maintains the requisite registers and records as prescribed under the Act
and ensures adherence to all reporting, disclosure, and compliance requirements.
42. Listing Fees:
The Company confirms that it has paid the annual listing fees for the financial year
2025-26 to both National Stock Exchange of India Limited and BSE Limited.
43. Acknowledgments:
The Company thanks its customers, bankers, and service providers for their continued
support during the year. The Company places on record its appreciation for the
contribution made by its employees at all levels. Its success was made possible by their
hard work, loyalty, cooperation, and support.
The Company thanks the Government of India, particularly the Ministry of Communication
and Information Technology, the Ministry of Commerce, the Ministry of Finance, the
Ministry of Corporate Affairs, the Customs and Excise departments, the Income Tax
Department, the Reserve Bank of India, the State Governments, Madras Export Processing
Zone (MEPZ) and other government agencies for their support and looks forward to their
continued support in the future. The Company also thanks the Governments of the countries
where it has operations. The Directors wish to record their appreciation of business
constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the
Company's growth. The Directors also thank investors for their continued faith in the
Company.
For and on behalf of the Board of Directors of
Expleo Solutions Limited
Ralph Gillessen
Chairperson and Non-Executive Director
DIN : 05184138
Place: Cologne, Germany
Date : July 28, 2026
