Scheme of Arrangement

eClerx/SECD/SE/2026/169 October 28, 2026 BSE Limited National Stock Exchange of India Limited Corporate Relationship Department, Exchange Plaza, Plot No. C/1, Phiroze Jeejeebhoy Towers, Block G, Bandra - Kurla Complex 25th Floor, Dalal Street, Bandra (East), Fort, Mumbai - 400 001 Mumbai – 400 051 Dear Sir/Madam Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) - Acquisition of approx. 2% equity shareholding in Personiv Eclipse Inc., USA, step down subsidiary of the Company Scrip Code: BSE - 532927 NSE - ECLERX Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Part A of Schedule III, we hereby inform that the Board of Directors of the Company, at its meeting held today which commenced at 4.15 pm and concluded at 6.15 pm, has approved the acquisition of approx. 2% equity shareholding in Personiv Eclipse Inc., USA, a step down subsidiary of the Company, from eClerx LLC, a wholly owned subsidiary of the Company. Post acquisition, the Company will hold approx. 2% equity shareholding in Personiv Eclipse Inc. directly and approx. 98% through eClerx LLC, with no change in the Company’s aggregate ownership. The details required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as Annexure 1. This is for your information and records. Thanking you, For eClerx Services Limited Pratik Bhanushali VP-Legal & Company Secretary F8538 Registered office address eClerx Services Limited Sonawala Building, 1st Floor, 29 Bank Street, Ph: +91 (022) 6614 83011 Fort, Fax: +91 (022) 6614 8655 Mumbai – 400 023, Maharashtra, India Email: Contact@eclerx.com l CIN: (L72200MH2000PLC125319) Annexure 1 The detailed information as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14/(7)2025-CFD POD2/I/3762/2026 dated January 30, 2026: Sr. no Particulars Description 1 Name of the target entity, A. Personiv Eclipse Inc (formerly known as Personiv Contact details in brief such as size, Centres LLC) - a step down subsidiary, acquired by eClerx turnover etc.; Services Limited in December 2020. Its main Service offerings include digital, creative, back office and customer contact. B. Turnover of the aforesaid entity as per previous three years audited financial statements is: (Rs. in million) Particular FY2026 FY2025 FY2024 Turnover 186.83 571.96 1218.33 Profit after tax 62.37 66.21 106.20 Note: The figures mentioned in the table above have been converted into Rs. at an exchange rate of 1 USD: Rs. 88.37 (FY26) Rs. 84.56 (FY25) and Rs. 82.78 (FY24). 2 Whether the acquisition The proposed acquisition is an intra-group transaction, between the would fall within related Company and its wholly owned subsidiary, eClerx LLC. Accordingly, party transaction(s) and the transaction has been evaluated under the applicable related whether the promoter/ party transaction provisions, and is exempt from the requirements promoter group/ group of Regulations 23(2), (3) and (4) pursuant to Regulation 23(5)(b) of companies have any the Listing Regulations. The Transaction is being undertaken on an interest in the entity being arm's-length basis and the consideration has been determined acquired? If yes, nature of based on valuation report dated October 28, 2026 issued by Walker interest and details thereof Chandiok & Co. LLP. and whether the same is done at “arm’s length”; The Promoter/Promoter Group of the Company is interested in the Transaction only to the extent of its shareholding/interest in the Company and the group entities forming part of the Transaction. Registered office address eClerx Services Limited Sonawala Building, 1st Floor, 29 Bank Street, Ph: +91 (022) 6614 83011 Fort, Fax: +91 (022) 6614 8655 Mumbai – 400 023, Maharashtra, India Email: Contact@eclerx.com l CIN: (L72200MH2000PLC125319) 3 Industry to which the entity IT and IT enabled services being acquired belongs; 4 Objects and impact of The proposed acquisition is intended to provide funds to eClerx LLC., acquisition (including but a wholly owned subsidiary of the Company, to meet its working not limited to, disclosure of capital requirements. Post acquisition, the Company will hold reasons for acquisition of approx. 2% equity shareholding in the Target Entity directly and the target entity, if its business remaining approx. 98% through eClerx LLC., with no change in its is outside the main line of aggregate ownership. business of the listed entity); 5 Brief details of any None for the acquisition. governmental or regulatory approvals required for the acquisition; 6 Indicative time period for 1 Month completion of the acquisition; 7 Consideration - whether Cash consideration cash consideration or share swap or any other form and details of the same; 8 Cost of acquisition and/or The cost of acquisition of the proposed transaction(s) shall be at the price at which the arm’s length fair value determined based on valuation report dated shares are acquired; October 28, 2026 issued by Walker Chandiok & Co. LLP. The amount of consideration is US$ 1,639,121.40 (USD One Million Six Hundred and Thirty Nine Thousand, One Hundred and Twenty One and Forty Cents) . 9 Percentage of shareholding Approx. 2% shareholding of the target shall be acquired / control acquired and / or number of shares acquired; Registered office address eClerx Services Limited Sonawala Building, 1st Floor, 29 Bank Street, Ph: +91 (022) 6614 83011 Fort, Fax: +91 (022) 6614 8655 Mumbai – 400 023, Maharashtra, India Email: Contact@eclerx.com l CIN: (L72200MH2000PLC125319) 10 Brief background about the Provided in Point No. 1 above. entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); Registered office address eClerx Services Limited Sonawala Building, 1st Floor, 29 Bank Street, Ph: +91 (022) 6614 83011 Fort, Fax: +91 (022) 6614 8655 Mumbai – 400 023, Maharashtra, India Email: Contact@eclerx.com l CIN: (L72200MH2000PLC125319)