Shareholders meeting

XSL/SE/2026-27/21 August 21, 2026 The Secretary The Secretary Listing Department Listing Department BSE Limited National Stock Exchange of India PJ Towers, Dalal Street, Limited Exchange Plaza, 5th Floor, Mumbai - 400 001 Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Script Code: 532616 Script Code: XCHANGING Sub: Submission of Annual Report for the Financial Year 2025-26 including Notice of the 25th Annual General Meeting Dear Sir/Madam, We wish to inform that the 25th Annual General Meeting (“AGM”) of the Members of Company is scheduled to be held on Tuesday, September 15, 2026, at 10:00 A.M. (IST), through Video Conferencing (VC) / Other Audio Visual Means (OAVM), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. Pursuant to Regulations 30, 34 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), please find enclosed the Annual Report of Xchanging Solutions Limited (“the Company”) for the Financial Year 2025-26 including Notice of the 25th Annual General Meeting (“AGM”) of the Company. The Notice and Annual Report are sent electronically to all Members of the Company whose email addresses are registered with the Company, KFin Technologies Limited (Registrar & Share Transfer Agent) (“RTA”)/ Depositories. Further, in accordance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), a physical communication containing the weblink and exact path of the Company’s website where the Annual Report can be accessed, have been sent to those Members whose e-mail addresses are not registered. The Notice along with the Annual Report will also be available on the website of the Company at www.dxc.com/xsl under the Investors Section and the website of RTA at www.kfintech.com. You are requested to take the above information on record. Thanking You, Yours sincerely, For Xchanging Solutions Limited Radhika Khurana Company Secretary & Compliance Officer Membership No. A32557 Encl : A/a Xchanging Solutions Limited, a DXC Technology Company CIN: L72200KA2002PLC030072 Registered Office: 6th Floor, Wing-E, Prestige Lakeshore Drive, Building 10, Amani Bellandur Khane Village, Varthur Hobli, Mahadevapura Zone, Ward No.150, Bengaluru, Karnataka 560103, India T : +91 80 6972 9602, W: www.dxc.com/xsl , E: xchangingcompliance@dxc.com DXC Sensitivity: Public TABLE OF CONTENTS 1. Board’s Report 3 2. Management Discussion and Analysis 20 3. Corporate Governance Report 25 4. Business Responsibility and Sustainability Report 45 5. Standalone Financial Statements 75 6. Consolidated Financial Statements 128 7. Form AOC-1 182 8. Notice 183 BOARD OF DIRECTORS Swaminathan Swaminathan - Managing Director and Chief Executive Officer Shrenik Kumar Champalal - Whole Time Director and Chief Financial Officer Pankaj Vaish - Independent Director Nonavinakeri Srinivasaiyengar Rama ("Rama NS") - Independent Director Padmaja Priyadarshini BN - Independent Director Kartik Ganapathy Iyer - Non-Executive Director COMPANY SECRETARY & COMPLIANCE OFFICER Radhika Khurana E-mail: xchangingcompliance@dxc.com STATUTORY AUDITORS Deloitte Haskins & Sells LLP Prestige Trade Tower, Level 19, 46, Palace Road, High Grounds, Bengaluru – 560001, Karnataka, India REGISTERED OFFICE REGISTRAR AND TRANSFER AGENT 6th Floor, Wing E, Prestige Lakeshore Drive, KFin Technologies Limited Building 10, Amani Bellandur Khane Village, Selenium, Tower B, Plot 31-32, Varthur Hobli, Mahadevapura Zone, Ward No.150, Gachibowli, Financial District, Nanakramguda, Bengaluru, Karnataka 560103) Hyderabad – 500 032, Telangana Phone: +91 80 6972 9602 Phone : +91 40 67162222 Email: xchangingcompliance@dxc.com Toll free number: 1-800-309-4001 Website: https://www.dxc.com Email : einward.ris@kfintech.com URL: https://dxc.com/xsl Website : https://www.kfintech.com CIN : L72200KA2002PLC030072 Annual Report 2025-26 Xchanging Solutions Limited 1 LIST OF ALL ANNEXURES A. BOARD’S REPORT Annexure – I Particulars of contracts/arrangements with related parties (Form AOC-2) Annexure – II Secretarial Audit Report (Form MR – 3) Annexure – III Remuneration to Directors / KMP / Employees Annexure – IV Certificate of Non-disqualification of Directors Annexure – V Annual Report on CSR activities of the Company Annexure – VI Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earning and Outgo B. CORPORATE GOVERNANCE REPORT Annexure – A Compliance Certificate Annexure – B Certificate on Corporate Governance Report 2 Xchanging Solutions Limited Annual Report 2025-26 BOARD’S REPORT Dear Shareholders, D. DIVIDEND The Board of Directors (“Board”) is pleased to present the 25th The Company has adhered with the guidelines specified (Twenty Fifth) Annual Report and the Audited Financial under the Dividend Distribution Policy formulated and Statements of the Xchanging Solutions Limited (“the Company”) adopted by the Company in terms of the provisions of for the financial year ended March 31, 2026. regulation 43A of the Listing Regulations. The Policy is available on the website of the Company at https://dxc.com/ A. FINANCIAL RESULTS about-us/legal-compliance/xchanging-solutions-limited- The highlights of Standalone and Consolidated Financial investor-relations#accordion-795160d8ca-item-e4adf1e112. Results of the Company for the financial year ended March In accordance with the Dividend Distribution Policy: 31, 2026 and March 31, 2025 are as under: - During the financial year under review, the Board of (Rs. in Lakhs) Directors of the Company recommended final dividend of Rs 2 per equity share (face value of Rs 10 each) PARTICULARS STANDALONE CONSOLIDATED amounting to Rs 2,228 Lakhs for the financial year ended For the For the For the For the March 31, 2025 at their meeting held on May 21, 2025. Financial Financial Financial Financial The recommended final dividend on equity shares was year year year year approved by the Members at 24th (Twenty Fourth) Annual ended ended ended ended General Meeting (“AGM”) held on August 12, 2025. The March 31, March 31, March 31, March 31, final dividend was disbursed on August 20, 2025. 2026 2025 2026 2025 - The Board of Directors of the Company has considered Total Income 7,084 5,498 21,651 20,191 and recommended final dividend of Rs. 2 per equity Total Expenditure 3,036 3,106 13,440 13,185 share (face value of Rs. 10) amounting to Rs. 2,228 Profit before Finance Costs, 4,048 2,392 8,211 7,006 Lakhs for the financial year ended March 31, 2026 at Depreciation, Tax their meeting held on May 21, 2026. The dividend, if Depreciation & Amortization 1 29 1 29 approved by the members at the forthcoming 25th AGM, will be paid/ dispatched within 30 days from the Finance Costs 2 4 540 636 conclusion of the said AGM to the members whose Profit before Tax 4,045 2,359 7,670 6,341 names appear in the register of members/ beneficial Income Tax (including 348 400 1,725 1,383 owners as on the record date i.e August 14, 2026. The deferred tax) dividend shall be paid after deduction of tax at source at Net Profit / (Loss) after Tax 3,697 1,959 5,945 4,958 the rates prescribed under the Income Tax Act, 2025 and the rules made thereunder, as applicable. Other Comprehensive 14 40 22 (29) Income/(Expenditure) E. TRANSFER TO RESERVES Total Comprehensive 3,711 1,999 5,967 4,929 During the financial year under review, the Company has Income/(Expenditure) not transferred any amount to the General Reserve. Earnings / (Loss) per share 3.32 1.76 5.34 4.45 F. HOLDING, SUBSIDIARIES AND ASSOCIATES B. REVIEW OF OPERATIONS & STATE OF AFFAIRS OF THE Your Company has 1 (One) holding, 2 (Two) direct COMPANY subsidiaries and 1 (One) step down subsidiary as on March The entire operations of the Company r [Showing first 8,000 characters — download PDF for full document]