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Datamatics Global Services Ltd.

Directors Report

NSE: DATAMATICSEQ BSE: 532528ISIN: INE365B01017INDUSTRY: IT Consulting & Software

BSE   Rs 870.45   Open: 857.75   Today's Range 837.80
884.90
 
NSE
Rs 863.50
+6.40 (+ 0.74 %)
+14.05 (+ 1.61 %) Prev Close: 856.40 52 Week Range 515.50
1119.95
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5103.84 Cr. P/BV 3.95 Book Value (Rs.) 218.39
52 Week High/Low (Rs.) 1120/515 FV/ML 5/1 P/E(X) 24.89
Bookclosure 11/09/2025 EPS (Rs.) 34.69 Div Yield (%) 0.58
Year End :2025-03 

Your Directors are pleased to present their report together with the Audited Financial Statements of your Company for the
Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31, 2025 as compared to the previous financial year ended
March 31, 2024 is summarized below:

Particulars

Consolidated

Standalone

2024-25

2023-24

2024-25

2023-24

Revenue from operations

1,723.36

1,549.89

710.52

735.35

Operating Profit before Other Income, Interest,
Depreciation and Tax

229.26

243.98

40.12

91.25

Other Income

46.44

45.07

42.20

30.29

Interest

9.93

1.97

2.94

0.62

Profit before Depreciation and Tax

265.77

287.08

79.38

120.92

Depreciation

48.04

36.26

8.92

10.92

Profit Before Exceptional Items and Tax

217.73

250.82

70.46

110.00

Exceptional items

31.57

-

(3.12)

-

Profit Before Tax

249.30

250.82

67.34

110.00

Provision for Taxation

43.79

53.69

11.98

23.68

Profit After Tax

205.51

197.13

55.36

86.32

Share of Minority Interest in Profit/(Loss) for the year

0.49

(1.06)

-

-

Profit for the year

205.02

198.19

55.36

86.32

The Company has prepared the financial statements in
accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Companies Act, 2013,
(the 'Act') and other relevant provisions of the Act.

There are no material departures from the prescribed norms
stipulated by the Accounting Standards in preparation of the
Annual Accounts. Accounting policies have been consistently
applied except where a newly issued accounting standard or
a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards
on an ongoing basis. The Company discloses consolidated
and standalone financial results on a quarterly basis which
are subjected to limited review and publishes consolidated
and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

The Company is a Digital Technologies, Operations, and

Experiences company that provides intelligent solutions for
data-driven businesses to increase productivity and enhance
the customer experience. With a complete digital approach,
Datamatics portfolio spans across Digital Technology
Solutions, Business Process Management and Engineering
Services powered by Artificial Intelligence. It has established
products in Robotic Process Automation, Intelligent
Document Processing, Business Intelligence and Automated
Fare Collection. Datamatics does business with global
customers across Banking, Financial Services, Insurance,
Healthcare, Manufacturing, International Organizations, and
Media & Publishing.

On a Consolidated basis, your Company achieved revenue
from operations of ' 1,723.36 crores, increased by 11.2% as
compared to ' 1,549.89 crores in the previous year.

Consolidated Operational profits were at ' 22926 crores as
compared to ' 243.98 crores and margin was at 13.3%.

The revenue from operations on a standalone basis is ' 710.52

crores, decreased by 3.4% as compared to ' 735.35 crores in
the previous year.

Standalone Operational profits were at ' 40.12 crores as
compared to ' 91.25 crores and margin was at 5.6%.

DIVIDEND

The Board of Directors recommend a dividend of ' 5/- per
equity share i.e. 100% of the face value of ' 5/- each for the
financial year ended March 31, 2025, subject to approval of
the shareholders at the ensuing Annual General Meeting.

In view of the changes made under the Income-Tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of
Dividend after deduction of tax at source to those
Shareholders whose names appear in the Register of
Members as on the Record Date.

The Company has not paid any Interim Dividend during the
financial year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
the Company has formulated a Dividend Distribution Policy
which details various considerations based on which the
Board may recommend or declare Dividend.

During the financial year under review, there were no
amendments in the Dividend Distribution Policy of the
Company.

Dividend Distribution Policy of the Company can be accessed
on the website of the Company at the weblink:
https://www.datamatics.com/hubfs/Investors/Corporate-
Governance/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to
general reserves and has decided to retain the entire profit for
FY 2024-25 in the profit and loss account.

NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the FY 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 125 of the Companies Act 2013, the
unclaimed or unpaid (Interim Dividend) for the financial year
2017-2018 was transferred to the Investor Education and
Protection Fund (IEPF) on April 26, 2025. Further, in accordance
with the same section, the unclaimed or unpaid (Final
Dividend) for the financial year 2017-2018 is scheduled
to be transferred to the IEPF on September 19, 2025.
For more information, please visit:
https://www.datamatics.com/about-us/investor-
relations/unpaid-unclaimed-dividend

The Shareholders of the Company who have not received or

encashed their dividend warrants are requested to claim the
unpaid/unclaimed dividend from the Company before its
transfer to IEPF.

The Members, whose unclaimed dividends/shares have been
transferred to IEPF, may claim the same by making an online
application to the IEPF Authority in web Form No. IEPF-5
available on 
www.mca.gov.in

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the FY
2024-25 in terms of Chapter V of the Act.

SUBSIDIARY COMPANIES

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

1.    Lumina Datamatics Limited

2.    Luminad.AI Limited (formerly known as LDR eRetail
Limited)

3.    Datamatics Professional Services Limited (formerly known
as Datamatics Staffing Services Limited)

4.    Datamatics Robotics Software Limited

5.    Datamatics Information Solutions Limited

6.    Datamatics Foundation

7 Dextara Digital Private Limited*

8.    Datamatics Cloud Solutions Private Limited**

9. Diacritech Technologies Private Limited***

10.    TNQ Tech Private LimitedA

*The Company entered into the Share Purchase Agreement,
Shareholders Agreement and other agreements ("Definitive
Agreements") on April 01, 2024 to acquire 100% of the
shareholding of Dextara Digital Private Limited through the
purchase of shares from its existing shareholders in one or
more tranches over a period of two years in accordance with
the terms of Definitive Agreements. Accordingly, on April 01,
2024 the Company has acquired 80% stake in Dextara Digital
Private Limited. Further, on June 20, 2025 the Company has
acquired balance 20% stake in Dextara Digital Private
Limited. Accordingly, it became Wholly Owned Subsidiary of
the Company w.e.f. June 20, 2025.

**The Company has acquired the balance 2,300 equity
shares (23%) stake in Datamatics Cloud Solutions Private
Limited held by CloudGrowth Private Limited. Accordingly, it
became a Wholly Owned Subsidiary of the Company w.e.f.
May 20, 2024.

***The Board of Directors of Diacritech Technologies Private
Limited and Lumina Datamatics Limited, at its meeting held
on July 31, 2024, had considered and approved a scheme of
amalgamation ("Scheme") pursuant to Sections 233 and
other applicable provisions of the Companies Act, 2013 and
the rules and/ or regulations made thereunder, providing for

the merger of DiacriTech Technology Private Limited
("DiacriTech"/"Transferor Company") with and into Lumina
Datamatics Limited ('Lumina Datamatics'/Transferee
Company') and their respective shareholders. Further,
Regional Director vide Order dated December 05, 2024
pronounced the Order sanctioning Merger of Diacritech with
Lumina Datamatics and a certified copy of the said Order
was filed with the Office of the Registrar of Companies,
Mumbai on December 26, 2024 ('Effective Date'), and as a
result DiacriTech stands amalgamated with Lumina
Datamatics.

ALumina Datamatics Limited entered into the Share Purchase
Agreement, Shareholders Agreement and other agreements
("Definitive Agreements") on December 09, 2024 to acquire
100% of the shareholding of TNQ Tech Private Limited through
the purchase of shares from its existing shareholders in one or
more tranches over a period of two years in accordance with
the terms of Definitive Agreements. Accordingly, on December
31, 2024 Lumina Datamatics Limited has acquired 80% stake
in TNQ Tech Private Limited and it became subsidiary of
Lumina Datamatics Limited.

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

1.    Datamatics Global Services, Inc. (US)

2.    Datamatics Robotics Software Inc. (US)

3.    Datamatics Infotech Limited (UK)

4.    Datamatics Global Services Pty Limited (Australia)

5.    Datamatics Global Technologies Limited (Mauritius)*

6.    Datamatics Global Technologies AG (Switzerland)

7.    Datamatics Global Services FZ-LLC (Dubai)

8.    Datamatics Technologies FZ-LLC (UAE)

9    Datamatics Global Services Corp. (Philippines)

10.    Datamatics Global Services BV (Netherlands)**

11.    Lumina Datamatics Inc. (US)

12.    Lumina Datamatics GmbH (Germany)

13.    Lumina Datamatics UK Limited

14.    Lumina Datamatics Corp (Philippines)

15.    Sunrise Setting Limited (UK)

16.    Diacritech Inc.

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

18. Dextara Digital (UK) Private LimitedA

19 Dextara Digital (USA) Inc.A*

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

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

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

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

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

A*The Company entered into the Share Purchase Agreement,
Shareholders Agreement and other agreements ("Definitive
Agreements") on April 01, 2024 to acquire 100% of the
shareholding of Dextara Digital Private Limited (and also to
indirectly acquire Dextara Digital (UK) Private Limited &
Dextara Digital (USA) Inc., wholly owned subsidiaries of
Dextara Digital Private Limited) through the purchase of
shares from its existing shareholders in one or more tranches
over a period of two years in accordance with the terms of
Definitive Agreements. As on April 01, 2024 the Company has
acquired 80% stake in Dextara Digital Private Limited.
Accordingly, Dextara Digital (UK) Private Limited & Dextara
Digital (USA) Inc., became step-down subsidiaries of the
Company. Further, on June 20, 2025 the Company has
acquired balance 20% stake Dextara Digital Private Limited.

ADextara Digital (UK) Private Limited dissolved w.e.f. 10-09¬
2024.

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

In accordance with Section 129 (3) of the Act, the statement
containing salient features of the financial statements of the
subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of the Company including
Consolidated Financial Statements along with relevant
documents and separate Audited Financial Statements in
respect of subsidiaries are available on the website of the
Company 
www.datamatics.com

Material Subsidiaries

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

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

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

SHARE CAPITAL

As on the date of this Report, the Authorised Share Capital of
the Company is ' 98,27,50,000/- consisting of 10,53,20,000
equity shares of ' 5/- (Rupees Five only) each and 4,56,15,000
Redeemable Preference Shares of ' 10/- each (Rupees Ten

only).

During the year under review, your Company has issued and
allotted 1,02,359 equity shares having face value of ' 5/- each
to its eligible employees upon exercise of the vested options
granted to the said employees under 'Datamatics Global
Service Limited's Performance Based Employee Stock Option
Plan 2022.'

As on March 31, 2025, the paid-up share capital of the
Company is ' 29,55,31,945/- divided into 5,91,06,389 equity
shares of ' 5/- each fully paid up.

During the year under review, the Company neither issued any
shares with differential voting rights nor issued sweat equity
shares.

RECLASSIFICATION OF CERTAIN PROMOTERS/PROMOTER
GROUP TO PUBLIC SHAREHOLDERS

The Board of Directors of the Company had received Request
Letters dated May 07, 2024 from few members of Promoter/
Promoter Group for reclassification of their shareholding from
the existing Promoter Group category to Public Shareholder
Category under Regulation 31A of the SEBI Listing
Regulations.

The members seeking reclassification (hereafter collectively
referred to as the "Outgoing Promoters") and equity shares
held by them in the Company is mentioned in the table below
and are currently classified as "person belonging to the
promoter group" in the Shareholding Pattern of the Company:

Sr.

No.

Name of the Shareholder

No. of
Equity Shares
held as at
date of notice

% Holding

1

Mrs. Shubhlakshmi Dani

17,80,000

3.02

2

Mrs. Rashmi Yogendra Kanodia

10,075

0.02

3

Mrs. Aneesha Aditya Dalmia

0

0

4

Mrs. Amrita Vidur Bhogilal

0

0

 

Total

17,90,075

3.04

At their meeting held on May 08, 2024, Board of Directors of
the Company analysed the Request Letters received from the
Outgoing Promoters and the confirmations therein as per the
provisions of Regulation 31A of the SEBI Listing Regulations.
Board of Directors also considered Company's confirmations
in this matter and the impact of the proposed reclassification.
Upon perusal of the above, Board of Directors of the
Company approved the reclassification requests of the
Outgoing Promoters and Shareholders subsequently
approved the reclassification at the Annual General Meeting
held on August 01, 2024. However, the reclassification
application was later withdrawn in compliance with directives
issued by BSE Limited and the National Stock Exchange of
India Limited.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has one

Employee Stock Option Scheme in force, namely,
"Datamatics Global Service Limited's Performance Based
Employee Stock Option Plan 2022 ("PSOP 2022")."

PSOP 2022 is in compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("ESOP
Regulations"), as amended from time to time.

The disclosures in compliance with Section 62 of the Act read
with Rule 12 of Companies (Share Capital and Debentures)
Rules, 2014 and ESOP Regulations is available on the website
of the Company at 
https://www.datamatics.com/about-
us/investor-relations/financials

The Certificate from Mr. Tushar Shridharani, Secretarial
Auditor of the Company as required under ESOP Regulations
confirming that the Company's PSOP 2022 has been
implemented in accordance with the ESOP Regulations and
resolutions passed by the members of the Company, is
provided as 
"Annexure C" to this Report.

BOARD, COMMITTEES OF THE BOARD & KEY MANAGERIAL
PERSONNEL

BOARD

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

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

Retirement by Rotation

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

Particulars of changes to the Board Appointment/
Re-appointment

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

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

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

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

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

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

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

Key Managerial Personnel (KMP)

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

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

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

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

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

Particulars of changes in the KMP's

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

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

Declaration by Independent Directors

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

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

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

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

1.    Mr. Vinay Aggarwal

2.    Mrs. Mona Bhide

3.    Mrs. Kanika Mittal

4.    Mr. Himanshu Verma

5.    Dr. Avnish Kshatriya

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

MEETINGS OF THE BOARD

During the financial year, five meetings of the Board of
Directors were held, the details of which are given in the
Corporate Governance Report of the Company, which forms
part of this Report. The maximum interval between
consecutive two meetings did not exceed 120 days as
prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations
contains broad provisions on Board Evaluation i.e. evaluation
of the performance of (i) the Board as a whole, (ii) individual
Directors (including Independent Directors and Chairperson)
and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the
annual performance evaluation of the entire Board, its
Committees and all the Directors based on the parameters
specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to
discuss the performance of Non-Independent Directors,
Board as a whole and the Chairman after considering the
views of Executive Directors and Non-Executive Directors.

Company's policy on Director's appointment and remune¬
ration:

The Nomination and Remuneration Committee had laid down
criteria for determining Directors Qualification, Attributes and
Independence of a Director, remuneration of Directors, Key
Managerial Personnel and other employees and criteria for
evaluation of Directors, Chairperson, Non-Executive Directors
and Board and the evaluation process of the same. The policy
may be accessed on the Company's website at below link

https://www.datamatics.com/hubfs/Investors/Corporate-

Governance/Nomination-and-Remuneration-Policy.pdf

FUTURE GROWTH STRATEGY

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

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

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

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

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

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

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 2024-25

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

contextual and autonomous support across business
functions.

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

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

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

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

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

INTEGRATION OF AI INTO OUR OPERATIONS, SERVICES &

PRODUCTS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.    Datamatics IP for RnA

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

3.    Industry visibility

a.    Associations - MRSI, ESOMAR, MSPA

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

i.    Most Humane Company (2025)

ii.    Best Use of Technology (2025)

PATENT

Datamatics has been granted a patent for its AI-powered
Intelligent Document Processing software TruCap+ i.e.
'SYSTEM AND METHOD OF AUTOMATED DOCUMENT
PROCESSING FOR STRUCTURED, SEMI-STRUCTURED AND
UNSTRUCTURED DOCUMENTS'
.

Datamatics' Intelligent Document Processing (IDP) journey
began nearly a decade ago. Over the years, the team has
diligently integrated new technologies and features,
establishing it as a leading solution in the IDP space -
TruCap+.

Datamatics TruCap+ automates data extraction from
complex structured, semi-structured and unstructured
documents. With AI at the core, it enables template-free
approach, delivers a greater straight-through processing
(STP) with a high accuracy. TruCap+ offers an intuitive UI to
deliver business users an efficiency driven solution. Its cloud-
based architecture allows TruCap+ to scale on demand while
meeting enterprise-grade standards for security, reliability,
and integration.

Recently Datamatics further enhanced TruCap+ with GenAI
capabilities. It enables customers to leverage the power of
GenAI for processing complex and unstructured documents
such as legal documents, financial statements, medical
images, drawings, graphs, emails, etc. Additionally, it allows
customers to query and analyze extracted data using natural
language querying feature.

QUALITY

Quality is the foundation on which the Datamatics' processes
are built. It is an non-negotiable element of the way a
process, service and product is conceived, designed and
delivered end to end. A relentless focus on Customer delight,
continuous process improvements and lean and efficient
processes have been the hallmarks of the company for years.
This is what provides us an edge over our competitors, far and
wide. A look at the average duration a customer has been

happily associated with Datamatics is an eloquent testimony
to our untiring commitment to quality. Quality at Datamatics
is a legacy that is being ably carried forward by the present
team as well. The industry has also been recognizing the
company's performance. This year too, your company and its
personnel featured prominently at various platforms by
winning prestigious awards.

Your Company is the first and the only I.T. Company to have
won the "International Asia Pacific Award" for Quality in
services sector in the year 2007 The Award was won against
competition from hundreds of companies from 38 countries
spread across the world, including the US, Japan, Australia,
New Zealand, Russia, Canada, China, Israel, South Korea,
Peru and Mexico. Your Company also won the prestigious
"IMC IT Award for Quality" in January 2014. We have won the
Global Quality Challenge award of one of the fortune 100
organizations for the ninth time.

Further significant initiatives of the Company towards quality
are:

1) Certifications:

The Company's quality management systems (QMS) that
forms the backbone of all the processes and the way day-to¬
day operations are carried out is a very comprehensive and
robust standard that draws from a host of international
standards and benchmarks. This includes ISO 9001:2015, SEI
CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has
been recommended assessment at the highest maturity level,
Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the
locations and services that we cater to. The QMS has also
been successfully assessed and certified for ISO 9001:2015.
During all the surveillance periodic assessment audits, there
has been no major non-conformity observed. All the new
centers that we added in the financial year have also been
successfully assessed and certified to the above international
standards. Keeping in line with the focus on Artificial
Intelligence, we are in the advanced stages of getting our
Artificial Intelligence Management Systems (AIMS) to ISO
42001 standard. We were among the first few organizations in
the world to get this certification.

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

As you are aware, with the growing complexity of the digital
economy the threat on the information security and data also
increases in terms of complexity and impact. Your company is
fully aware of this challenge and we constantly keep
upgrading our information security management systems
(ISMS). Our operations and ISMS have been successfully
assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1
and SOC2 and HIPAA requirements. As you would be aware,
these standards are extremely important for Financial,
Insurance and Healthcare industries. The Organization is in
the process of upgrading ISO27001:2013 to the latest 2022

version. The Livonia and Philipines operations have also been
successfully assessed and certified to PCI-DSS requirements.
The IPR products, TruCap+ and TruBot have also been
successfully assessed for SOC2+ requirements. The company
got certified to the requirements of CyberEssentials (CE) and
CyberEssentials Plus (CE+). CE and CE+ are UK Government-
backed certification scheme that helps keep an
organisation's and your customers' data safe from cyber
attacks. It provides a more comprehensive demonstration of
an organization's security controls against common cyber
threats. These certifications go along way in establishing
credentials of our cyber security preparedness especially for
the European zone.

Our commitment to ensure a robust information security
management system for our customers has been bolstered by
these certifications. We have implemented Security
Information and Event Management (SIEM) solution as well
which will further strengthen the Information security
management. During the COVID 19 lockdown and remote
working methodology, there has been a palpable increase in
the threat to information and data security. Pre-empting such
threats we have secured our networks further, addressed end
point vulnerabilities and implemented mechanisms and tools
to address advanced persistent threats (APTs) from all kind of
malware attacks. The company recently implemented EDR
(End point Detection and Response) and MDR (Manage
Detection and Response) solutions to further enhance our
preparedness to any malware threats. We also implemented
(MFA) Multiple Factor Authentication solutions to further
enhance access and security controls around sensitive data
and information being processed by the company.
Vulnerability and penetration tests (VA/PT) are carried out
regularly through internal as well as external agencies to
make sure that our networks and servers are robust to any
malicious attacks. We have tied up with an Industry Leader in
the space of Cybersecurity management systems Upguard,
to monitor and manage our security robustness. We are proud
to share that the current score of 843 / 950 and a rating of A is
well above the average score of 668 for the industry. There is
an increased focus on employee awareness around
information security as well for proactive and preventive
measures to thwart any malicious attack. There is a conscious
thrust on risk management as an organization strategy and
the risks and mitigation plans are reviewed regularly at all
pertinent levels.

A lot of thrust has also been put in enhancing the overall
project management skills of our project managers through
formal PMP certification from PMI, USA.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations
(GDPR), the most important regulation around data privacy in
the European Union region came into force a couple of years
back. All our contracts with the customers in the EU region
have been revised to incorporate the requirements of GDPR.
Our processes have been further strengthened around the
GDPR requirements. A dedicated Data Protection Officer
(DPO) has been appointed to address issues, if any, raised
around GDPR compliance. All the relevant employees and

management have been trained on GDPR principles and
requirements. GDPR awareness is an integral part of the
employee induction program.

We are also gearing our processes to address all the
requirements of the Data Privacy Act of India. We plan to get
assessed and certified to Data Privacy standard, ISO 27701.

2)    Customer Satisfaction Tracking:

As you're aware, your Company conducts customer
satisfaction surveys at the end of every major milestone to
assess customer's perception of our services. The wholly
automated survey asks the customers their feedback on a
range of parameters that measure their near and long term
perception about the Company.

We feel proud to share with you that we continue a stellar
performance on this count. Your company scored 5.3 on
overall satisfaction rating on a scale of 1-6, 1 being the lowest
and 6 being the highest. Another highlight of this survey has
been that 85% of the respondents have rated us in the top 2
boxes of the rating i.e. extremely satisfied and Delighted. 64
customers have rated us as delighted on all the parameters.
61% of respondents expressed "Insist " and "Prefer" to work
with Datamatics on Quality of Engagement questionnaire.
We believe that in the modern environment Customer
Experience i.e. the impression that our customers make during
their interaction with us, is extremely critical. Customer
Experience, apart from the feedback on the hard
deliverables, is an integral part of these surveys. We are glad
to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer
Feedback Capture mechanism that captures feedback
through other formal and informal channels also reports an
improving trend in the customer sentiment towards our
processes and performance.

3)    Continuous Improvement - Lean Six Sigma:

The Company has a mature and well-entrenched continuous
improvement program. This program is based on the
principles of Lean, Six Sigma and Kaizen. The program focuses
on making our processes more efficient, productive, accurate
and cost effective. The program continues to deliver
significant benefits to the organization with improvements in
productivity, efficiency, accuracy and customer satisfaction.
Overall 493 Lean Six Sigma projects and 2135 Kaizens were
successfully completed since 2007

The Company has about 30 Six Sigma Green Belt and 60 Six
Sigma White Belt certified professionals along with 6 Six
Sigma Black Belt and 1 Six Sigma Master Black Belt certified
professionals.

HUMAN RESOURCE MANAGEMENT

At Datamatics, the journey to build a diverse workforce is
integral to our HR philosophy. We are dedicated to fostering
an engaging and inclusive workplace that attracts, retains,
nurtures, and empowers talent to reach their full potential. As
of March 31, 2025, Datamatics employs 15,660 people
worldwide.

Datamatics continues to enthuse talent with high-impact
roles, competitive and performance-driven pay with an
emphasis on long-term incentives, a wealth of learning
opportunities, a commitment to enhancing diversity, equity &
inclusion, an employee-centric climate, well-being-focused
infrastructure, and support that promotes fellowship and
commitment amongst employees.

Our Global Annual Climate Survey was conducted with 86%
participation, with the Dextara Datamatics team joining in for
the first time with a customized survey. Datamaticians was
recognized as an 'Employee Friendly' organization for the fifth
year in a row, and positive strides continue to be observed in
'Total Rewards'. Our 'AI-first' mindset strategy has penetrated
further into the minds of Datamaticians with awareness of
Employee well-being and mental health initiatives.

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

•    In India,

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

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

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

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

•    In the Philippines,

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

TALENT ACQUISITION:

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

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

The team delivered on the strategies adopted and planned
initiatives to meet the defined goals. On Sourcing, the team
continued to prioritize connecting with maximum candidates

through various sourcing channels, both traditional and
emerging. Mass interview drives were conducted as needed
by the businesses. The candidate engagement process was
effectively executed.

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

The team has stayed ahead of the curve with eminent
industry practices relevant for AI-powered resume sourcing,
assessments, interviewing, background verification, and
candidate engagement. Innovation has been the guiding
principle towards relentless improvement, and the team has
employed avant-garde strategies like brand-driven job
posts, video interviewing, passive candidate engagement,
research, social media usage, industry intelligence, and
effective referral programs.

LEARNING & DEVELOPMENT:

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

Key Learning & Development Initiatives:

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

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

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

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

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

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

?    For Testers: JMeter, ADO, Playwright

?    For Project Managers: Project Management, Fixed
Price Projects

?    Cross-Functional: UIPath, Power Automate, TruBot

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

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

•    STEM Program Intervention (Step Towards Enhancing Me):

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

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

?    DP 600 - Fabric Analytics Engineer

?    AI 102 - Azure AI Solution Design

?    DP 203 - Azure Data Engineer Associate

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

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

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

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

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

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

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

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

Digital Learning & Compliance Achievements:

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

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

•    Compliance & Audit Excellence

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

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

Impact Snapshot:

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

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

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

TALENT MANAGEMENT:

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

•    Maintaining a performance-driven culture focused on
professional development:

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

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

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

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

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

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

•    DEI:

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

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

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

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

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

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

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

    Leveraging Technology & in-house expertise:

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

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

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

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

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

CORPORATE HR:

The role of the HR function has undergone significant

evolution to adapt to the changing needs of an agile

organization. Here are the highlights of the key initiatives

undertaken during the year:

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

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

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

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

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

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

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

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

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

US and Overseas HR Operations:

The US HR team remains a strategic business partner for all
business lines while maintaining compliance with all
applicable US laws.

The US team continues to deliver a significant chunk of the
business, specifically in our Tax area, CBLE (PSI) project, and
GE Haer project. The USHR team supports talent acquisition,
onboarding, payroll and benefits, retention, and annual US
audits. Under compliance, policies were reviewed, and
improvements were implemented for more cost-effective yet
employee-friendly vacation and sick leave payouts. USHR
supports all project-specific groups with compensation
guidelines to improve billable rates and ensure better profit
margins. USHR continues to operate in a hybrid workforce
model, working three days a week in the office.

Philippines Human Resource Operations:

Strategic HR Execution & Employee Value Proposition- Our

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

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

    30% savings in employee engagement expenses without
compromising quality.

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

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

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

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

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

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

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

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

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

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

•    AI Innovation forums with the Indian Embassy.

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

•    In India:

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

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

-    Sponsoring Education for students:

Ý Dakshana Foundation - Focusing on poverty
alleviation through education by identifying
brilliant but impoverished teenagers and providing
intensive coaching for 1-2 years for the IIT and
medical entrance exams.

Ý Tagore Govt. Arts & Science (Puducherry) -

Sponsoring Education for meritorious students.

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

In the Philippines:

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

-    Empowerment & Employability: Macrame Workshop:

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

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

Additionally,

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

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

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

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

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

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

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

•    The Company continuously endeavors to create and
provide an environment that is free from discrimination
and harassment, including sexual harassment. The
Company is actively involved in ensuring that the
employees/resources are aware of the provisions of the
POSH Act and the rights thereunder.

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

•    The Company has also adopted an Anti-Sexual
Harassment Policy, in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013. It is fully committed to
upholding and maintaining the dignity of every woman
executive working in the Company.

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

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

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

COMPLIANCE OF MATERNITY BENEFIT ACT 1961:

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

AWARDS & ACHIEVEMENTS

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

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

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

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

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

•    Datamatics won Best Use of Technology 2024 at MRSI

Golden Key Awards.

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197 of the Act read with
Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as "
Annexure
- A
" to this Report.

In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of top ten Employees in terms
of remuneration drawn and name and other particulars of
Employees drawing remuneration in excess of the limits set
out in the said Rules are required to be part of the report.
However, having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding the
aforesaid information is being sent to the Members of the
Company. The said information is available for inspection at
the Registered Office of the Company during the working
hours. Any member interested in obtaining such information
may write to the Company Secretary, at the Registered Office
and the same will be furnished on request.

DATAMATICS' INSIDER TRADING POLICY FOR REGULATION
OF TRADING BY INSIDERS

Datamatics' Compliance Team has formulated an Insider
Trading Policy for Directors and employees in compliance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on
procedures to be followed and disclosures to be made, while
dealing with the Company's securities. The policy clearly
specifies, among other matters, that "Designated Persons"
including Directors of the Company can trade in the
Company's securities only when the 'Trading Window' is open.
The trading window is closed during the time of declaration of
financial results, dividend and other important events as
mentioned in the policy.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF
INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, ('SEBI
PIT Regulations') as amended, the Company has customized
a secure Insider Trading Compliance Tool (InsiderLens
Software) which is maintained in house to prohibit insider
trading activity. The Company has in place a structured
digital database wherein details of designated persons
along with connected persons with whom UPSI is shared on a
need to know basis and for legitimate business purposes is
maintained with time stamping and audit trails to ensure non¬
tampering of the database.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

SECRETARIAL STANDARDS

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

SECRETARIAL AUDITOR

Secretarial Audit report for the year ended March 31, 2025

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

Secretarial Auditors' appointment

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

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the SEBI Listing
Regulations and the SEBI circular CIR/CFD/CMD1/27/2019
dated February 8, 2019 and NSE Circular Ref No:
NSE/CML/2023/30 dated April 10, 2023, the Company has
undertaken an audit for the FY 2024-25 for all applicable
compliances as per SEBI Listing Regulations and
Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report duly issued by Mr. Tushar
Shridharani, Practicing Company Secretary has been

submitted to the Stock Exchanges within the prescribed
timelines.

INFORMATION ON AUDITORS' OBSERVATIONS

1)    Statutory Auditors:

The report of the Statutory Auditors on Standalone and
Consolidated Financial Statements forms part of this Annual
Report. There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors in their report.

2)    Secretarial Auditor:

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

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act 2013 and
the Companies (Audit and Auditors) Rules, 2014, M/s. M L
Bhuwania and Co LLP, Chartered Accountants (Firm
Registration No. 101484W/W100197), were reappointed as
Statutory Auditors of the Company at the 34th AGM held on
July 29, 2022, to hold office till the conclusion of the 39th AGM to
be held in the year 2027

M/s. M L Bhuwania and Co LLP, has furnished a certificate of
their eligibility and consent under section 139 and 141 of the
Act and the Companies (Audit and Auditors) Rules 2014, for
their continuance as the Statutory Auditors of the Company
for the FY 2024-25. In terms of the SEBI Listing Regulations, the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and
objectivity of the Auditors and the electiveness of the Audit
process. The authorized representatives of the Statutory
Auditors' were present at the 36th AGM of the Company held
on August 01, 2024.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE
CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF
SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Act, the
Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

No frauds were reported by auditors under sub-section (12) of
Section 143 of the Act.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate
Governance for the year under review, is presented in a
separate section. A certificate from M/s. M L Bhuwania and
Co LLP, Chartered Accountants, Statutory Auditors of the
Company, confirming compliance of conditions of Corporate

Governance, as stipulated under the SEBI Listing Regulations,
is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company have occurred between
the end of the financial year of the company to which the
financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis Report for the
year under review, as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

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

•    Audit Committee;

•    Nomination and Remuneration Committee;

•    Stakeholders' Relationship Committee;

•    Corporate Social Responsibility Committee;

•    Risk Management Committee.

Details of all the Committees along with their charters,
composition and meetings held during the year, are provided
in the "Report on Corporate Governance", which forms part of
this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Act, are provided in the
Notes to Financial Statements, which forms part of this Annual
Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the
Company with related parties during FY 2024-25 were in the
ordinary course of business and on an arm's length basis.
During the year, the Company did not enter into any
transaction, contract or arrangement with related parties
that could be considered material in accordance with the
Company's policy on related party transactions.

Accordingly, the disclosure of related party transactions in
Form AOC-2 is not applicable. However detailed disclosure on
related party transactions as per IND AS-24 containing name
of the related party and details of the transactions have been
provided under financial statements.

The Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
https://www.datamatics.com/hubfs/Investors/Corporate-
Governance/Related-Partv-Transaction-Policv-Final.pdf

The Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions
between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of
certain policies for all Listed Companies. In compliance with

the above requirement, all our policies are available on our
website (
https://www.datamatics.com/about-us/investor-
relations/corporate-governance
). The policies are reviewed
periodically by the Board and updated based on need and
new compliance requirement.

In addition to its Code of Conduct, Key policies that have
been adopted by the Company are as follows:

Name of the Policy

Brief Description and Web Link

Risk Management Policy

The policy provide framework for management of risks and mitigation of threats arising out of
environment under which the Company operates.

httDs://www.datamatics.com/hubfs/Investors/CorDorate-Governance/Risk-Management-Policy.Ddf

 

Whistle Blower/Vigil
Mechanism

The Company has formulated and adopted a Whistleblower Policy/Vigil Mechanism for its Directors and
Employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company's Code of Conduct and ethics.

httDs://www.datamatics.com/hubfs/Investors/CorDorate-Govemance/Whistleblower-Policy.Ddf

Corporate Social
Responsibility (CSR) Policy

The Policy outlines the Company’s strategy for bringing about a transformation in the quality of life
of people in the society through social upliftment programs. The CSR activities of the Company will
focus on Employability, Education & Training, Health and Environment.
https://www.datamatics.com/hubfs/Investors/Corporate-
Governance/DGSL
 Corporate%20Social%20Resposibility%20Policy.pdf

Policy on Material
Subsidiaries

The Policy is framed to determine Material subsidiaries of the Company and to provide governance
framework for such subsidiaries of the Company.

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Policy-for-Material-

Subsidiaries.pdf

Related Party Transaction
Policy

Related Party Transactions Policy is framed to ensure the proper approval and reporting of
transactions between the Company and its related parties.

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Related-Party-

Transaction-Policy-Final.pdf

Insider Trading Policy

The Policy provides the framework in dealing with the securities of the Company.
https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Insider-Trading-Policy-

1.pdf

Policy for determination and
Disclosure of Materiality of
Events

The Policy is framed to provide an overall governance framework for determination of materiality of
events / information and to ensure timely and adequate disclosures of material events /
information fully, fairly, correctly and transparently to the concerned authorities.

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Policy-on-

Determination-and-Disclosure-of-Materiality-of-Events.pdf

 

Document Retention and
Archival Policy

The Policy is framed to outline the guidelines for retention and archival for corporate records /
documents of the Company.

https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Document-Retention-

Archival-Policy-Final-Policy.pdf

Dividend Distribution Policy

This policy sets out principles to determine the amount that can be distributed to equity
shareholders as dividend. The policy is framed to achieve dual objectives of appropriately
rewarding shareholders through dividends and retaining capital in order to maintain a healthy
capital structure to support its future capital and growth requirements.

httDs://www.datamatics.com/hubfs/Investors/CorDorate-Governance/Dividend-

Distribution-Policy.Ddf

Code of Conduct of Board
& Senior Management
Policy

The Code expects all the members of the Board of Directors and Senior Management personnel of
the Company to act in accordance with the highest standards of personal and professional
integrity, honesty, and ethical conduct. Every member of the Board of Directors and Senior
Management personnel of the Company has an obligation, at all times, to comply with the spirit, as
well as the letter, of the Applicable Laws and the principles of this Code.

httDs://www.datamatics.com/about-us/investor-relations/corDorate-aovernance

 

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring
orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding its
assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and
maintaining the internal control and periodically reviews the
adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of
audit recommendations, including those relating to
strengthening of the Company's risk management policies
and systems.

The Company has adopted accounting policies which are in
accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Act and other relevant
provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating
framework. The Company has a duly approved Risk
Management Policy, which lays down broad guidelines for the
appropriate authority to identify, assess, categorize and
prioritize risks in a timely manner and formulate plans for
mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure
Requirements) (Second Amendment) Regulations, 2021, the
Risk Management Committee was constituted to frame,
implement and monitor the risk management policy for the
Company. The composition of the Committee is in conformity
with the SEBI Listing Regulations, with majority members
being Directors of the Company. The Committee shall be
responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
and functions shall be systematically addressed through
mitigating actions on a continuing basis.

The details of composition of the Risk Management
Committee and its terms of reference, is provided in the
section titled 'Report on Corporate Governance', which forms
part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company during the FY 2024-25 are annexed as 
"Annexure -
D" 
to this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy), Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2025 is available
on the website of the Company at

https:/ /www.datamatics.com/ about-us/investor-
relations/financials

INSOLVENCY AND BANKRUPTCY CODE, 2016

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, are mentioned
hereunder:

A.    CONSERVATION OF ENERGY:

In view of the nature of activities which are being carried on by
the Company, the particulars as prescribed under Section
134(3)(m) of the Act read with Rule 8(3) of Companies
(Accounts) Rules, 2014 regarding Conservation of Energy are
not applicable to the Company. However, your Company
consciously makes all efforts to conserve energy across all its
operations.

B.    TECHNOLOGY ABSORPTION:

i)    Every effort is made by the Company to update the
technological skills of its technical staff in order to
ensure that they possess adequate skills to enable
them to service the Company's clients.

ii)    The Company has not imported any technology
during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows: '388.97
crores

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
INITIATIVES

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

Following are key ESG Initiatives at Datamatics:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    Generative AI policy to balance innovation with security
and confidentiality.

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

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

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

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

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

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

Empowering Legal Operations with the New Contract
Management System (CMS) Portal

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

The smart features of the Datamatics Contract Management
System encompass -

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

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

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

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

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

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

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

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

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

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

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

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

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

    it is incorporated or a partnership;

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

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

    it supplies goods or services.

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

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion & Analysis describing the
Company's objectives, estimates and expectations may
constitute "forward looking statements" within the meaning
of the applicable laws and regulations. Actual results might
differ materially from those expressed or implied in the

statements depending on the circumstances.
ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation of
the assistance, guidance and support extended by all the
Regulatory authorities including SEBI, Stock Exchanges,
Ministry of Corporate Affairs, Registrar of Companies, Reserve
Bank of India, the Depositories, Bankers and Financial
Institutions, the Government at the Centre and States, as well
as their respective Departments for their co-operation and
continued support. The Company expresses its gratitude to
the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere
appreciation of the commitment and hard work put in by the
Registrar & Share Transfer Agents, all the suppliers,
consultants, clients and employees of the Company.

For and on Behalf of the Board
For Datamatics Global Services Limited

Dr. Lalit S. Kanodia
Chairman
DIN: 00008050

Place : Mumbai
Date : May 15, 2025

 
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