Xchanging Solutions Ltd

Overview

• Standalone BRSR for FY2025-26; IT services company with two Indian offices (Bengaluru, Chennai).

Key ESG Risks & Opportunities

• Talent, inclusion, and well-being are material; attrition costs pose risks while upskilling creates growth opportunities.

Governance & Policy Highlights

• Board oversight includes Audit, Nomination & Remuneration, Stakeholders' Relationship, Risk Management, and CSR committees.

Social Responsibility & Workforce

• 86 permanent staff; 68 male, 18 female; two offices; CSR supports women's resilience (8,300 beneficiaries) and 800 fellowships.

Environmental Performance

• GHG Scope 1/2: Nil; non-renewable energy 3,98,932 units; 34% recycled, 66% resold; target zero e-waste to landfill.

Stakeholder Engagement & Complaints

• Stakeholders include shareholders, clients, suppliers, employees, government/regulators, and community; shareholders filed 4 complaints in FY2025-26 with 0 pending.

Other Notable Metrics

• Material related party transactions: purchases 85.92%, sales 61.22%; data privacy framework in place with no breaches.

AGM and annual report access

• 25th AGM scheduled for 15 September 2026 at 10:00 AM IST via VC/OAVM.
• Annual Report FY2025-26 to be accessed via web-link due to unregistered email addresses.
• Notice and AR available on BSE and NSE websites; web-link provided.
• Members without registered email urged to update address with RTA (KFin) or depository participants.

Financial highlights

• Standalone Total Income: Rs 7,084 Lakhs; prior year Rs 5,498 Lakhs.
• Consolidated Total Income: Rs 21,651 Lakhs.
• Standalone PBT: Rs 4,045 Lakhs; Consolidated PBT: Rs 7,670 Lakhs.
• Standalone Net Profit: Rs 3,697 Lakhs; Consolidated Net Profit: Rs 5,945 Lakhs.
• Earnings per share: Standalone Rs 3.32; Consolidated Rs 5.34.
• Final dividend Rs 2 per share for FY2025-26; record date Aug 14, 2026.
• AGM 25th on Sep 15, 2026 via VC/OAVM.

Subsidiaries & holdings

• Direct subsidiaries: Xchanging Solutions Singapore (100%), Xchanging Solutions USA (100%).
• Step-down: Nexplicit Infotech India Private Limited under liquidation.
• XS Solutions USA Inc revenue Rs 16,769.59 Lakhs; PAT Rs 3,933.52 Lakhs.
• Xchanging Singapore Pte Limited revenue Rs 1,891.63 Lakhs; PAT Rs 364.19 Lakhs.
• XSUSA became a material subsidiary by contributing >10% of last year’s consolidated turnover.

Capital structure & shareholding

• Authorised capital Rs 12,500 million; issued paid-up capital Rs 1,114.03716 million (111,403,716 shares).
• Promoters hold 75.0% (Xchanging Mauritius 52.07%, XTSI 19.16%, DXC India 3.77%).
• Promoter ownership and material subsidiaries are disclosed in RPT section of the AGM notice.
• XSUSA is a material subsidiary with turnover contribution >10% in the prior year.

Governance & audits

• Board: 6 directors (2 Executive, 3 Independent, 1 Non-Independent).
• Auditors: Deloitte Haskins & Sells LLP re-appointed; Walker Chandiok & Co LLP to audit for 5 years (subject to AGM).
• Secretarial: MAKS & Co. (MR-3); internal auditor Valerie Bosmans appointed May 21, 2025.
• Board changes: Henry D’Souza left May 24, 2025; Janaki Patwardhan resigned Jan 14, 2026; Padmaja BN appointed Feb 5, 2026.
• CEO/MD Swaminathan Swaminathan appointed March 4, 2025; Shrenik Champalal proposed re-appointment as WTD to March 2030.

Dividend & CSR highlights

• FY2025-26 CSR spend Rs 29.96 million; fully utilised; no unspent CSR amount.
• CSR programs include women’s economic resilience, skill development, fellowships, and employability training.
• Average net profit for CSR calc: Rs 1,497.93 million; CSR obligation Rs 29.96 million.
• CSR committee comprised Independent Directors and one Executive Director; meetings held during year.

Geography & business outlook

• Geographic mix (Standalone): USA Rs 16,690 Lakhs (82.25%), Singapore Rs 1,757, Europe Rs 310, India Rs 1,322, Rest Rs 213.
• Top customers (>10% of revenue): Rs 2,140 Lakhs from 3 customers (FY2025: Rs 1,752 from 2).
• Consolidated strategy highlights AI, cloud, cybersecurity, and digital transformation across markets.
• Risk factors: geopolitics, talent retention, cybersecurity threats; opportunities from rising global IT demand.

Risk management & controls

• Internal controls deemed adequate; no material weaknesses identified.
• Secretarial audits: MAKS & Co.; no material qualifications; annual compliance ensured.
• Vigil mechanism/Whistle Blower policy in place; no material complaints during year.

Outlook for investors

• IT services demand driven by digital transformation; AI adoption remains a growth lever.
• Company focuses on expanding services, strengthening client relationships, and pursuing profitable scale.

Dividend details

• Final dividend of ₹2 per equity share on a ₹10 face value.
• Dividend rate is 20% of face value; subject to AGM approval.
• Record date fixed at Friday, 14 August 2026.
• Dividend will be paid electronically, subject to member mandates.
• Subject to member approval at the 25th AGM.

TDS framework and deadlines

• TDS on final dividend governed by Income-tax Act 2025; rates vary by status.
• Resident with PAN: 10%; without PAN: 20%.
• Non-residents: 20% withholding; DTAA options available with documentation.
• Deadline to update PAN and other details by 19 August 2026, 6:00 PM.
• TDS certificates emailed; Form 168 available via e-filing.

Financial results

• Board approved standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Limited Review Report by statutory auditors accompanying the results.
• Results prepared under Ind AS 34 and SEBI Listing Regulations.

Dividend

• Final dividend proposed: INR 2 per equity share (face value INR 10).
• Dividend subject to shareholders' approval at the upcoming AGM.

Audit and regulatory notes

• Audit Committee recommended the results to the Board.
• Independent auditors' review (Deloitte Haskins & Sells LLP) states no material misstatement.
• Review is not an audit; limited review completed.
• Results relate to a single IT services segment.

Details furnished to stock exchanges

• KFin certifies dematerialised/rematerialised security details for quarter ended June 30, 2026 furnished to stock exchanges.
• NSDL/CDSL certifies that such dematerialisation/rematerialisation details were furnished to stock exchanges.