EClerx Services : Transcript of 23rd AGM

TRANSCRIPT OF 23rd ANNUAL GENERAL MEETING OF ECLERX SERVICES LIMITED HELD ON THURSDAY,

SEPTEMBER 14, 2023 THROUGH VIDEO CONFERENCING

Mr. Pra�k Bhanushali, Company Secretary:

Good a�ernoon shareholders, I, Pra�k Bhanushali, the Company Secretary of eClerx Services Limited, welcome you all to this 23rd Annual General Mee�ng of the Company. Like last few years, this Annual General Mee�ng is also being held through Video Conference without the physical presence of Members, which is in accordance with the circulars and no�fica�ons issued by Ministry of Corporate Affairs and Securi�es and Exchange Board of India. I now request Mr. Anish Ghoshal, Chairman of the Board and Independent Director of the Company, who is atending this mee�ng through Video Conference from eClerx Corporate Office at Mumbai to commence the proceedings of the 23rd AGM of the Company with an informa�on to him that the requisite quorum for the mee�ng is present. Over to you, Sir.

Anish Ghoshal, Chairman:

Thank you, Pra�k. Good a�ernoon shareholders. I welcome you all to the 23rd Annual General Mee�ng of the Company. I hope you are all in good health. On behalf of the Board, I would like to express gra�tude for all the support from all the stakeholders. As the requisite quorum in terms of the Companies Act, 2013 is present, I call this mee�ng to order. Due to certain exigencies, Ms. Bala C Deshpande, Non-Execu�veIndependent Director, could not atend this Annual General Mee�ng. May I now request my fellow Board members who are atending this mee�ng virtually from their respec�ve loca�ons to introduce themselves. Mr. Anjan Malik can start with the other board members to follow.

Anjan Malik:

Hi, this is Anjan Malik. I am based out of London. I am the Non-Execu�ve Non Independent Director.

Biren Gabhawala:

Hi, good a�ernoon. I am Biren Gabhawala and I serve as a Non-Execu�ve Independent Director on the Board of the Company and I am atending this AGM through Video Conference from Mumbai. Thank you.

Deepa Kapoor:

Can I be heard.

Anish Ghoshal, Chairman:

Would the other directors please introduce themselves?

Priyadarshan Mundhra:

Yes, Deepa you are audible, please go ahead.

Deepa Kapoor:

Ok, sorry, I had a bad connec�on. Good a�ernoon everyone. This is Deepa Kapoor and I serve as a Non- Execu�ve Independent Director as well on the Board. I am atending this AGM from Delhi.

Anish Ghoshal, Chairman:

Would the other directors please introduce themselves?

Shailesh Kekre:

This is Shailesh Kekre, I am the Non-Execu�ve Independent Director. I am based out of Bangalore and atending this by Video Conference from my home.

Naresh Chand Gupta:

Good a�ernoon shareholders. This is Naresh Chand Gupta and I serve as Non-Execu�ve Independent Director on the Board of the Company. I am atending this AGM via Video Conference from Noida.

Naval Bir Kumar:

Good a�ernoon. I am Naval Bir Kumar and I serve as the Non-Execu�ve Independent Director on the Board of the Company. I am atending this AGM through Video Conference from Mumbai. Thank you.

Kapil Jain:

Hi, this is Kapil Jain. I am CEO and Managing Director and I am atending this call from Paris from my hotel room through Video Conference.

Priyadarshan Mundhra:

Good a�ernoon. I am PD Mundhra and I serve as Execu�ve Director on the Board of the Company. I am atending this mee�ng through Video Conference from our Corporate Office in Mumbai. Thank you.

Anish Ghoshal, Chairman:

Thank you. Thank you Board members for introducing themselves. We also have with us Mr. Srinivasan Nadadhur, Chief Financial Officer and Mr. Pra�k Bhanushali, Company Secretary atending from the Company's Corporate Office at Mumbai. Representa�ves of S.R. Batliboi & Associates, Statutory Auditors and Mehta & Mehta, Secretarial Auditors are also atending this mee�ng through Video Conference.

Srinjay Sengupta:

Anish, sorry, I have not introduced myself. Good a�ernoon shareholders. This is Srinjay Sengupta and I serve as the Non-Execu�ve Independent Director of the Board of the Company. I am atending this AGM through Video Conference from London. Thank you.

Anish Ghoshal, Chairman:

Thank you Mr. Sengupta. As there is no physical atendance at this AGM, the requirement of appoin�ng proxies is not applicable. In terms of the applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder all the statutory registers and documents referred in the no�ce of AGM are available to members for online inspec�on throughout the mee�ng. The Secretarial Auditors Cer�ficate under the SEBI (Shared Based Employee Benefits and Sweat Equity) Regula�ons, 2021 and other documents and records as are required to be kept open for inspec�on during the AGM are also available during the mee�ng. I would like to apprise the members that respec�ve Chairpersons of the Audit Commitee, Nomina�on and Remunera�on Commitee and Stakeholders Rela�onship Commitee are present. The Company has taken all feasible efforts under the current circumstances to enable Members to par�cipate through Video Conference and vote at the AGM. I thank all the members, colleagues on the Board, auditors and all others for joining this mee�ng. As the no�ce of the AGM dated August 9, 2023 and the Annual Report which includes the Chairman's speech have already been circulated to the members electronically, I will take the no�ce convening the AGM, Chairman's speech, Directors' Report and the financials as read. As there are no qualifica�ons in the Statutory Auditors' Report and the Secretarial Audit Report, the Auditors' Report and Secretarial Audit Report are not required to be read. In terms of Sec�on

108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on Rules) 2014, your Company had provided the facility to its members holding shares in physical and demat form as on the cut-off date being September 7, 2023 to exercise their right to vote by electronic means i.e. remote e- vo�ng on all of the businesses specified in the no�ce. The Company had engaged the services of KFin Technologies Limited for facilita�ng remote e-vo�ng for AGM. Individual shareholders with holding in demat form were required to cast votes through the respec�ve depository par�cipants as detailed in the said no�ce. For non-individual shareholders and shareholders holding securi�es in physical form, vo�ng was allowed through e-vo�ng website of KFin Technologies Limited. The facility for cas�ng vote through remote e-vo�ng was made available from Monday, September 11, 2023 from 9:00 AM IST to Wednesday, September 13, 2023 �ll 5:00 PM IST. Members who have not voted earlier through remote e- vo�ng can cast their vote electronically at the AGM using Instapoll facility for which the Company has engaged the services of KFin Technologies Limited. If a Member has already cast his or her vote through remote e-vo�ng, then the members should not cast his or her vote again through Instapoll. Such vote would be considered as invalid. The Instapoll facility for vo�ng at the AGM will remain open for 15 minutes a�er the vo�ng is announced. The Board of Directors has appointed Ms. Ashwini Inamdar of Mehta & Mehta, Prac�cing Company Secretaries as the Scru�nizer to scru�nize the remote e-vo�ng process and the vo�ng at the AGM through Instapoll process in a fair and transparent manner as s�pulated under Sec�on 108 of the Companies Act, 2013 read with the Companies (Management and Administra�on) Rules, 2014. The Scru�nizer has confirmed that all the applicable requirements of the said Sec�on and the Rules have been complied with. At the end of the remote e-vo�ng period, the facility was blocked. A�er the conclusion of vo�ng at the AGM through Instapoll, the votes cast through Instapoll at the mee�ng will be first downloaded by the Scru�nizer and therea�er the Scru�nizer will unblock the votes cast through remote e-vo�ng. As the AGM is being held through Video Conference and the resolu�ons men�oned in the AGM No�ce have already been put to vote through remote e-vo�ng, there will be no proposing and seconding of the resolu�ons. May I now invite members who have registered to speak to express their views or comments on the annual performance and raise ques�ons, if any, and request the moderator to please call out the names one by one. Mr. Moderator.

Moderator:

Thank you Sir. Now we invite our first speaker Ms. Lekha Sa�sh Shah. I request you to unmute your audio, switch on your camera and proceed Madam. Lekha Sa�sh Shah. Madam unmute and speak. Madam, you are connected. Unmute and speak. So there is no response from the speaker and we move on to our next speaker, Mrs. Celes�ne Elizabeth Mascarenhas. I request you unmute your audio, switch on your camera and proceed Madam. Celes�ne Elizabeth Mascarenha. Madam can you unmute and proceed with your speech?

Anish Ghoshal, Chairman:

Madam, we can't hear you.

Moderator:

Madam, go ahead. You are unmuted go ahead. There is no response from her and we move on to our next speaker, Vasudha Vikas Dakwe. I request you to unmute your audio, switch on your camera and proceed Madam. Vasudha Vikas Dakwe. So there is no response from the speaker. Sir we move to the next speaker Aspi Bamanshaw Bhesania, I request you to unmute your audio and switch on your camera and proceed Sir. Mr. Aspi. So there is no response from him.

Anish Ghoshal, Chairman:

Mr. Chainani.

Moderator:

Yes. Mr. Rajesh Kewalram Chainani, I request you to unmute your audio, switch on your camera and proceed Sir. Mr. Chainani. There is no response from the speaker. Sir, now we move on to our next speaker, Mr. Dinesh Gopaldas Bha�a. Mr. Bha�a, I request you to unmute your audio, switch on your camera and proceed, Sir.

Dinesh Gopaldas Bha�a:

Am I audible, Sir?

Moderator:

Yes, Sir please proceed.

Anish Ghoshal, Chairman:

Yes, Mr. Bha�a we can hear you.

Dinesh Gopaldas Bha�a:

And my video also on.

Moderator:

Yes, you go ahead, Sir you can turn on the video. You can go ahead Sir.

Dinesh Gopaldas Bha�a:

One minute. Am I now audible and my video also seen.

Moderator:

Yes, Sir.

Dinesh Gopaldas Bha�a:

Sir, I am Dinesh Bha�a from Bombay. Congrats Chairman, you and your en�re team, you are doing very excellent work. Therefore, our share price of Rs.10 share is quoted today in the BSE at Rs. 1,770. It shows our work, our performance, your performance very good, excellent. We also seen that our revenue is going high, standalone is Rs. 1,888 crore, last year it was Rs. 1,551 crore standalone, 20% more than last year and our consolidated revenue is also very excellent. Sir, its Rs. 2,647.69 crore, last year it was Rs. 2,160.45 crore. It shows that more than 20% of our revenue is increased, not only revenue increased but our net profit is also increased. Last year, our net profit was Rs. 417.76 crore. This year, it goes to Rs. 489.18 crore, excellent work, you and your finance team is doing, so we are happy that we are the shareholder of this excellent Company. We got many awards on page no. 7, shows many awards we achieved, it's very good, for that I congrats you and your en�re team. Even last year, we achieved the AIM awards - top 50 firms in India for data scien�sts. Its excellent, we are proud that not only in India, but our business is also excellent out of India - US, UK, Europe, Singapore, Australia, France, many countries our office is there so we are earning also. I think our foreign revenue is also excellent. I would like to know Sir, what is our investment in global foreign companies and what is our earning income, what we are earning from foreign countries and Indian countries. I am very happy and glad that your secretarial team is also doing well. They refresh us yesterday that you come in our AGM. So at present there are four AGMs but we try to join your

Company's AGM because of that. This shows you are looking a�er the shareholder, we are sa�sfied and your secretarial team is also excellent. They are also looking a�er us first. Lastly, my one sugges�on is there Sir, our shares of Rs.10, full years' lowest price was Rs. 1,254 and highest price was Rs. 1,850. So my request is that our trading volume in BSE is very few. If we split our shares in Rs. 2 or Rs. 5, if you split in Rs. 2, then we will get 5 shares, 1 upon 5, and I think there is no reflect in our finance, only share quan�ty will increase. So if it is possible, you split in Rs. 2 or in Rs. 5. If you are spli�ng in Rs. 5 share, then our shares are going double, then I am sure that next year, volume will be increased and our price also a�er Rs. 5, our share price will be same, more than Rs. 1,500, so if it is possible, next mee�ng sir, you try to split and in your board mee�ng you consider this thing. I support all the resolu�ons. Thank you for giving me chance. All the best.

Anish Ghoshal, Chairman:

Thank you Sir for your kind words. Mr. Moderator, next speaker please.

Moderator:

Next speaker Mr. Kir� Shah is not available, Sir. Now we move on to the next speaker. Mr. Aloysius Peter Mascarenhas. I request you to unmute your audio, switch on your camera and proceed Sir.

Aloysius Peter Mascarenhas:

Hello, respected Chairman Sir, very dis�nguished members of the Board and my fellow shareholders. Good a�ernoon to you all. Now, my name is Aloysius Peter Mascarenhas, I am a proud shareholder of this pres�gious Company. Many �mes, we have given buyback, very good rates and our Company is doing very well. So I would like to know who are our peers and compe�tors and market share. Other things will be asked by my other shareholders and my wife also wants to ask few ques�ons, Celes�ne Elizabeth Mascarenhes. So with this, I end my speech wishing you personally all the very best in the days and years to come. Thank you.

Anish Ghoshal, Chairman:

Thank you Sir.

Celes�ne Elizabeth Mascarenhes:

Hello. I am Mrs. Mascarenhes. My whole screen went away so now we are in the same room. This is my husband so I just go with the formal part. Yes, I can do it? Hello.

Anish Ghoshal, Chairman:

Yes, please con�nue.

Celes�ne Elizabeth Mascarenhes:

Yes. Respected Chairman Anish Ghoshal, MD and Group CEO Kapil Jain, other members of the board, my fellow shareholders. I am Mrs. C.E. Mascarenhes speaking from Mumbai. Thank you very much Mr. Pra�k Bhanushali for sending me this E-no�ce and also registering me as a speaker and also KFintech pla�orm. Our working is very good, dividend of rupees one against an EPS of 98.8, buyback many �mes last was given at Rs.1900, very good, I congratulate for all awards and accolades and recognised CSR work. Now my ques�on is our Company provides business process management which is one ver�cal, automa�on and next one is analy�c services to many fortune 2000 enterprises. I would like to know, where in which of these process management automa�on or analy�c services our business is the maximum and at the same �me, growth poten�al is very good and also the margin level. Next ques�on is that we have 16,000