General information about company |
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|---|---|
| Scrip Code | 533121 |
| NSE Symbol | EXPLEOSOL |
| MSEI Symbol | NOTLISTED |
| ISIN | INE201K01015 |
| Name of the entity | EXPLEO SOLUTIONS LIMITED |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | Nil |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | Yes |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | T00089 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
Annexure I |
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| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | Mr. Rajesh Krishnamurthy (DIN: 08288884) resigned as Non-Executive Director of the Company with effect from January 12, 2026 due to personal reasons. | |||||||||||||||||||||||||
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| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | Ralph Gillessen | 05184138 | Non-Executive - Non Independent Director | Chairperson related to Promoter | 27-Jun-1969 | No | Active | NA | 09-Aug-2018 | 1 | 0 | 0 | 0 | Textual Information(1) | |||||||||||
| 2 | Mr. | Phani Tangirala | 01871595 | Executive Director | Not Applicable | CEO-MD | 06-Jun-1971 | No | Active | NA | 01-Aug-2024 | 1 | 0 | 1 | 0 | |||||||||||
| 3 | Mr. | Rajesh Krishnamurthy | 08288884 | Non-Executive - Non Independent Director | Not Applicable | 07-Jul-1970 | No | Active | NA | 01-Sep-2020 | 12-Jan-2026 | 1 | 0 | 0 | 0 | Others | ||||||||||
| 4 | Mr. | Narayanan Subramaniam | 00166621 | Non-Executive - Independent Director | Not Applicable | 02-Aug-1961 | No | Active | NA | 01-Apr-2024 | 01-Apr-2024 | 24 | 3 | 3 | 7 | 3 | ||||||||||
| 5 | Mr. | Varadharajan Sridhar | 00082156 | Non-Executive - Independent Director | Not Applicable | 10-May-1961 | No | Active | NA | 01-Apr-2024 | 01-Apr-2024 | 24 | 1 | 1 | 2 | 1 | ||||||||||
| 6 | Ms. | Srivardhini Keshavamurthy Jha | 06373409 | Non-Executive - Independent Director | Not Applicable | 17-Nov-1975 | No | Active | NA | 01-Apr-2024 | 01-Apr-2024 | 24 | 1 | 1 | 1 | 0 | ||||||||||
| 7 | Ms. | Shalini Kalsi Kamath | 06993314 | Non-Executive - Independent Director | Not Applicable | 15-Dec-1964 | No | Active | NA | 14-Jun-2024 | 14-Jun-2024 | 21.16 | 3 | 3 | 4 | 0 | ||||||||||
Text Block |
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| Textual Information(1) | Being a Foreign National, Permanent Account Number (PAN) is not available. |
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Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | |
Audit Committee Details |
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| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00166621 | Narayanan Subramaniam | Non-Executive - Independent Director | Chairperson | 01-Apr-2024 | ||
| 2 | 00082156 | Varadharajan Sridhar | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 3 | 06373409 | Srivardhini Keshavamurthy Jha | Non-Executive - Independent Director | Member | 16-Sep-2024 |
Nomination and remuneration committee |
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| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00082156 | Varadharajan Sridhar | Non-Executive - Independent Director | Chairperson | 01-Apr-2024 | ||
| 2 | 05184138 | Ralph Gillessen | Non-Executive - Non Independent Director | Member | 10-Aug-2023 | ||
| 3 | 00166621 | Narayanan Subramaniam | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 4 | 06373409 | Srivardhini Keshavamurthy Jha | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 5 | 06993314 | Shalini Kalsi Kamath | Non-Executive - Independent Director | Member | 16-Sep-2024 |
Stakeholders Relationship Committee |
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| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00082156 | Varadharajan Sridhar | Non-Executive - Independent Director | Chairperson | 01-Apr-2024 | ||
| 2 | 00166621 | Narayanan Subramaniam | Non-Executive - Independent Director | Member | 01-Apr-2024 | ||
| 3 | 06993314 | Shalini Kalsi Kamath | Non-Executive - Independent Director | Member | 16-Sep-2024 | ||
| 4 | 01871595 | Phani Tangirala | Executive Director | Member | 16-Sep-2024 |
Risk Management Committee |
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|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00166621 | Narayanan Subramaniam | ID | Chairperson | 01-Apr-2024 | ||
| 2 | 01871595 | Phani Tangirala | ED | Member | 16-Sep-2024 | ||
| 3 | 06373409 | Srivardhini Keshavamurthy Jha | ID | Member | 16-Sep-2024 |
Annexure 1 |
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| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 13-Nov-2025 | Yes | 7 | 5 | 3 | |||
| 2 | 03-Feb-2026 | 81 | Yes | 6 | 5 | 3 | ||
Annexure 1 |
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| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 13-Nov-2025 | Yes | 3 | 2 | 2 | 0 | |||
| 2 | Audit Committee | 02-Feb-2026 | 80 | Yes | 3 | 3 | 3 | 0 | ||
| 3 | Nomination and remuneration committee | 12-Nov-2025 | Yes | 5 | 5 | 4 | 0 | |||
| 4 | Nomination and remuneration committee | 02-Feb-2026 | 81 | Yes | 5 | 5 | 4 | 0 | ||
| 5 | Stakeholders Relationship Committee | 12-Nov-2025 | Yes | 4 | 4 | 3 | 0 | |||
| 6 | Stakeholders Relationship Committee | 02-Feb-2026 | 81 | Yes | 4 | 4 | 3 | 0 | ||
| 7 | Risk Management Committee | 12-Nov-2025 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 |
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| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | S.Sampath Kumar |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
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| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://investors.expleo.com/ | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://investors.expleo.com/corporate-governance/ | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://investors.expleo.com/board-of-directors/ | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://investors.expleo.com/wp-content/documents/Terms-of-Appointment-of-Independent-Directors-1.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://investors.expleo.com/corporate-governance/ | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Code-of-Conduct-for-Board-of-Directors-and-SMPs.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://investors.expleo.com/wp-content/documents/Whistle%20Blower%20and%20Reports%20Management%20Policy.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://investors.expleo.com/financial/ | |
| 7 | Policy on dealing with related party transactions | Yes | https://investors.expleo.com/wp-content/documents/Policy-on-Materiality-of-Related-Party-Transactions.pdf | |
| 8 | Policy for determining material subsidiaries | Yes | https://investors.expleo.com/wp-content/documents/Policy%20for%20Determining%20Material%20Subsidiaries.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | Details-of-Familiarisation-Program-for-Independent-Directors.pdf | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://investors.expleo.com/media-center/ | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://investors.expleo.com/media-center/ | |
| 12 | Financial results | Yes | https://investors.expleo.com/financial/ | |
| 13 | Shareholding pattern | Yes | https://investors.expleo.com/corporate-governance/ | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://investors.expleo.com/media-center/ | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://investors.expleo.com/media-center/ | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://investors.expleo.com/corporate-governance/ | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | https://investors.expleo.com/financial/ | |
| 20 | Secretarial compliance report | Yes | https://investors.expleo.com/corporate-governance/ | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://investors.expleo.com/wp-content/documents/Policy-on-Determination-of-Materiality-of-Events.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://investors.expleo.com/wp-content/documents/Policy-on-Determination-of-Materiality-of-Events.pdf | |
| 23 | Disclosures under regulation 30(8) | Yes | https://investors.expleo.com/corporate-governance/ | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://investors.expleo.com/wp-content/documents/Dividend-Distribution-Policy-1.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://investors.expleo.com/financial/ | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://investors.expleo.com/disclosures-under-regulation-46-of-the-lodr/ | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://investors.expleo.com/corporate-governance/ | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | NA | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | ||
| Annexure II | ||
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| 1 | Name of signatory | S.Sampath Kumar |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | 0 | 974634609.24 | |
| Promoter Group or any other entity controlled by them | 0 | 0 | |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | |
| KMPs or any other entity controlled by them | 0 | 0 | |
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | ||
| Name | Periakaruppan Palaniappan | ||
| Designation | Chief Financial Officer | ||
| Place | Chennai | ||
| Date | 15-Apr-2026 | ||
Signatory Details |
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| Name of signatory | S.Sampath Kumar |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Chennai |
| Date | 29-Apr-2026 |
Investor Grievance Details |
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| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 0 |
| No. of investor complaints disposed off during the Quarter | 0 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
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| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
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| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | Employees Provident Fund Organization | Proceedings before the regional provident fund commissioner-ii under section 14b of the employees' provident funds & miscellaneous provisions act, 1952 in respect of M/s. Expleo Solutions Limited. bearing pf code no. TN/49417 during the period 01/04/1996 to 31/03/2010 | 10-Feb-2026 | Remittance of contribution and administrative charges payable under Section 6, GA (2a) and 6C (2)/6C (4a) of the Act read with Para 38 (1) of EPF Scheme 1952, Para 3 of EPS 1995 and Para 8(1) of EDU Scheme, 1976 for the period 01/04/1996 to 31/03/2010 within the due dates. | Damages of Rs. 34,96,843 & Rs. 20,62,317 along with interest levied by the authority. However, this is subject to contest by the Company. Does not have major impact on financial operation of the company |
| 2 | Assistant Commissioner of CGST, East Division 8, GST East Commissionerate, Bengaluru | As per the order, ITC of Rs. 6,31,858/- (IGST- Rs. 6,31,858/-) pertains to the invoices /credits which are not reflected in the GSTR-2A for the relevant period is ineligible and a demand of Rs. 6,31,858/- is raised along with equivalent penalty of Rs.6,31,858/- aggregating to Rs. 1,263,716/-. | 31-Mar-2026 | As per the order, ITC of Rs. 6,31,858/- (IGST- Rs. 6,31,858/-) pertains to the invoices /credits which are not reflected in the GSTR-2A for the relevant period is ineligible a demand of Rs. 6,31,858/- is raised along with equivalent penalty of Rs. 6,31,858/- aggregating to Rs. 1,263,716/- | There is no material impact on financials, operations or other activities of the Company |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | Order received from Hon'ble Income tax Tribunal ( ITAT) on 30th January 2026 against the appeal preferred against the order of Dispute Resolution Panel (DRP) dated 24th September 2024. | ||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | Deputy Commissioner of Income Tax , Corporate Circle 1(1), Chennai | 24-Sep-2024 | Assessment Year 2021-22 The Assessing officer passed a draft order u/s. 144C r.w.s 143(3) on 29.12.2023 by making the following additions to the total income of the Assessee: a) Disallowance u/s 40(a)(i) for the service cost paid to the subsidiaries – Rs. 37,44,97,743 b) Disallowance u/s 40(a)(i) for the reimbursement cost paid to the subsidiaries – Rs. 30,38,12,844 c) Disallowance u/s 40(a)(i) for the service cost paid to the group companies – Rs. 28,18,545 d) Addition on account of difference of 26AS with books of accounts - Rs. 5,95,14,405 e) Addition on account of interest on trade receivable – Rs. 25,17,564 Aggrieved by the addition made by the Assessing officer, Company has preferred appeal before the Dispute Resolution Panel-2 who vide their order dated 24.09.2024 provided relief to an extent of Rs. 5,90,98,120 on account of 26AS reconciliation and on all the other issues, upheld the order of the Assessing Officer. There was a total demand of 25,37,62,355 as per the order and the Assessee has paid 20% of total demand amounting to Rs. 5,07,60,000. The Company has filed a Stay Petition for the recovery of Outstanding Disputed Demand of 20,30,02,355 for the AY 2021-22 . The Company has also filed an appeal before Hon’ble Income Tax Tribunal on 27.12.2024 against the Dispute Resolution Panel Order and the final order dated 22.10.2024 passed under Sec. 143(3) r.w.s 144C(13) of the I. T. Act | The Company has now received an order dated 28 January 2026 received on 30 January 2026 from the Hon'ble Income Tax Appellate Tribunal, deciding as follows: 1. The transfer pricing addition amounting to Rs.18,67,077 has been dropped and allowed in favour of the Company. 2. The disallowance on account of non deduction of TDS under section 40(a)(i),on the gross amount, amounting to Rs.68,11,29,132 has been remitted back to the Assessing Officer for fresh consideration. | |