Expleo Solutions Limited's Board of Directors, at its meeting held on Wednesday, May 13, 2026, approved the proposal to incorporate a wholly owned subsidiary (WOS) company named 'Expleo Solutions GIFT IFSC Limited' in GIFT City, Gujarat, India. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in reference to the company's earlier communication dated June 27, 2025.

Investment and Shareholding Structure

The Board approved an investment of Euros 0.2 million, equivalent and rounded off to Rs. 2,10,00,000/- (Rupees Two Crores Ten Lakhs only), towards the share capital of the proposed entity. The investment will be divided into 21,00,000 equity shares of INR 10/- each, with 100% subscription to the share capital held by Expleo Solutions Limited, making it a wholly owned subsidiary upon completion of the incorporation process.

The key details of the proposed subsidiary are outlined below:

Purpose and Regulatory Context

The proposed wholly owned subsidiary is intended to be incorporated in GIFT City, Gujarat, India, which is being developed as a global financial services hub by the Government of India. The primary objective of the WOS is to provide financial services, subject to the approval of the International Financial Services Centre Authority (IFSCA).

Related Party and Governance Disclosures

The proposed WOS has been identified as a related party of Expleo Solutions Limited. The Promoter, Promoter Group, and Group Companies hold an interest in the new entity by virtue of common directorship. Any transactions with the WOS, if any, are stated to be conducted on an arm's length basis.

The intimation was signed by S. Sampath Kumar, Company Secretary and Compliance Officer (Membership No. FCS 3838), and the above information is also available on the company's investor relations website at https://investors.expleo.com/ .

Expleo Solutions Limited has disclosed receiving a GST order from tax authorities regarding ineligible input tax credits. The company made this disclosure under Regulation 30 of SEBI Listing Regulations, providing detailed information about the order and its financial implications.

GST Order Details

The Assistant Commissioner of CGST, East Division 8, GST East Commissionerate, Bengaluru issued the order dated March 31, 2026. The order was directly uploaded to the GST Portal, as per the company's disclosure.

Nature of Violation

The GST authorities identified that Input Tax Credit (ITC) of ₹6,31,858 pertaining to certain invoices was ineligible. According to the order, these credits were not reflected in the GSTR-2A for the relevant period, making them ineligible for claim.

The violation specifically relates to:

• IGST credits worth ₹6,31,858
• Invoices not appearing in GSTR-2A
• Credits claimed for the relevant period despite ineligibility

Financial Impact

The total financial demand comprises two components of equal value. The primary demand equals the ineligible ITC amount, while the penalty matches this figure exactly.

Company's Position

Expleo Solutions Limited has stated that the GST order will not have material impact on the company's operations. The management indicated that there is no significant effect expected on financials, operations, or other business activities despite the aggregate demand of ₹12,63,716.

The company fulfilled its regulatory disclosure obligations by providing comprehensive details under SEBI Circular requirements dated July 13, 2023, and December 31, 2024. The disclosure was signed by S. Sampath Kumar, Company Secretary and Compliance Officer, on April 01, 2026.