Saksoft Ltd

Dear Shareholders

Your Directors have immense pleasure in presenting the Twenty Fifth (25th) Directors' Report of Saksoft Limited together with the Audited Financial Statements for the Financial Year ("FY") ended March 31,2024.

I. FINANCIAL PERFORMANCE

On a consolidated basis, your Company's sales increased to Rs.7616.25 Million for the current year as against Rs. 6656.04 Million in the previous year, recording an increase of 14%. Your Company's net profits increased to Rs. 1282.10 Million for the current year as against Rs. 1054.38 Million in the previous year, recording an increase of 22%.

On a standalone basis, your Company's sales increased to Rs. 2250.61 Million for the current year as against Rs. 2093.93 Million in the previous year, recording an increase of 8%. Your Company's net profits increased to Rs. 388.16 Million in the current year as against Rs. 345.27 Million in the previous year, recording an increase of 12%.

Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:

Note: The Standalone and Consolidated Financial Statements of the Company forthe Financial Year ended March 31,2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

a. Results at a glance

(Amount in Rs million)

Dividend

During the year under review, the Company recommended/declared dividend as under:

*The Board of Directors had approved Interim Dividend on 7th November 2023 for FY 2023-24.

**The Board of Directors have recommended a Final Dividend of Re. 0.40 per share subject to approval by shareholders. Transfer to Reserves

The Company has not made any transfer of amount to General Reserve during the year.

Share Capital

The paid-up Eguity Capital of the Company as on March 31,2024 stood at Rs. 10,60,41,000/-.

Subsidiary Companies

Subsidiaries of the Company are engaged in the business of providing IT Services, allied business solutions and strategic consulting services encompassing Digital Transformation for its customers.

There has been no material change in the nature of the business of the Subsidiaries.

a. Financial Performance of Subsidiaries - At a glance

During the year under review,

The Indian subsidiary Threesixty Logica Testing Services Private Limited acguired Solveda Software India Private Limited.

The US Subsidiary Saksoft Inc acguired Solveda LLC

Solveda is a software design and development Company with niche expertise in cutting edge E-commerce applications catering to B2B and B2C customers. Solveda offers complete project delivery of E-commerce applications by utilizing pre-built artefacts and accelerators thus reducing time to market and costs for customers. With a worldwide workforce of 200 people Solveda has enterprise customers globally, serving customers in the US, APAC and EMEA regions.

b. Statutory disclosures with respect to Subsidiary Companies

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a Statement containing Key

SAKSOFT MAINTAINS SILVERLINE GROWTH STREAK

Information Technology industry is going through a transitional phase of disruption and re-imagination in the middle of a sluggish economic outlook across the world over the past few years. Political innuendoes and warfare haven't been helpful either to wrest back the unfolding situation. All industrial sectors are facing the test of times and find themselves at an inflexion point to re-think its course of operations. We foresee this trend to hang around for a while before we wade away to a positive phase of long-term growth momentum that would open up budget spends on the fast lane with respect to digital transformation journeys. These are challenging times indeed to draw up and align to revenue guidance plans amidst clogged policy formulations from government and industry bodies that hamper consumer trends and spend patterns. We have also seen deviations and talks of moving away from consensus and pledges on climate protocols reached earlier by various countries. The concept and the effectiveness of Carbon offsets is also under the scanner for its ability to contribute to a greener planet and protect the environment as envisaged. The silver lining moment amidst the transformative industry cycle is that Saksoft is in its 25th year of industry presence. results and indicators of the Financial Statements of Subsidiaries is attached to the Consolidated Financial Statements under Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statement of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of Subsidiaries, are available for public view on the website of the Company https:// www.saksoft.com/investor/financials/.

In addition, these documents will be available for inspection during business hours at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

The buzzword around Generative Al and its outreach has garnered significant attention in the recent times for reasons on either side. We have just seen the tip of this disruptive technology that is waiting to assume proportions of greater magnitude and impact. Al has put the technology industry on the racing line and pitted the industry captains against each other to outdo and deliver industry altering outcomes and imagine new generation of solutions that shape up the extent of integration to other components of the economic ecosystem. Given the reach and direct impact right up to an individual level, Al can challenge the human race and the status guo in terms of how we function as an industry and society. It has also thrown up challenges in terms of retaining talents and staying relevant with clients as the industry is going through a churn and digital use and vision undergoing structural changes by the day. The big existential guestion doing the rounds is "Are you Al ready?"

The upside to Al and other path bending technologies is that it has undone the traditional thought processes and pushed technical minds to outthink first of its kind solutions to restart the way technology can be used to chart new paths for engaging and transacting on an everyday basis. It seems to be an agnostic phenomenon at the moment with unexplored depths and opportunities waiting to be unearthed. The challenge is how soon we are ready to adapt to the changes Al can bring in. Amidst all the din, the industry is upbeat about re-inventing itself to widen the virtual possibilities and line up new age products and solutions. Whilst it's a long road for Al to traverse, we believe its not here to replace humans entirely or cut workforce , but re-define opportunities. It means that we have to skill up, re-tune the creativity and enable the IT workforce to adapt to use generative Al to make better products and render unigue services for nothing can beat the critical and strategic thinking ability of human minds.

We have the start up ecosystem running in parallel which are showing signs of stabilizing in the medium to long term with the government's backing to promote and develop skills hub across the country. These entities driven by technology leaders with skilled minds and an appetite for risk taking coupled with independence in decision making augurs well for the industry to venture into niche and unexplored areas and to constantly keep innovating and do things better. It would help to create and nurture skills in new technologies. These kind of niche companies have done well with good governance, vision to excel and government support. They have the option to look up to the support of the industry and get integrated with mainstream IT organizations to scale up and widen their reach.

We can't discuss about future developments in an organization or the industry without delving into the augmentation plan for resources and howto assistthem to widen their creative spectrum and play with technological skills. The pandemic infused work from home, hybrid model and work from office debate has been going on for a while now, but we believe returning back to office is the ideal way for an individual to develop their career, hone their skills and learning by observing peers, superiors and leaders at work and more importantly imbibing values and culture by connecting with people at work. There is no need to break or dismantle the traditional work structures and models which have been surviving and growing on its own by the same set of people who make it tick. We want our resources and teams to be together, collaborate and learn from each other. We believe in values, We believe in People and that's what makes Saksoft's DNA. We want to protect it and help us face new challenges with renewed vigour and confidence.

We also believe that any digital or technology driven advancement has to be for public good. It should cater to a larger audience, touching every human and elevate the standard of living. The products and scope areas should involve more such domains and include development areas that can help attain inclusive growth in the society by bringing in all categories of people into the technology world. The road ahead is set for exciting times with technologies like generative Al opening up access to technology to young minds who can tap into the possibilities it has to offer with proper guidance and hone their learning skills from a very young age. If these technologies can be used to impart and build knowledge hubs, then we are looking at infinite possibilities to create more opportunities and work.

Saksoft would be reshaping its strategic outlook for business growth by adopting a more wholistic approach in the coming days to address sector specific needs of clients and deepen the niche level of engagements with various sectors of the economy. This would add more focus and direction to target aggressive growth in the next few years by aligning our workforce to stay eguipped and relevant to the market reguirements of various industrial segments which would get driven by the current technological wave to prepare for the future.

DATA ANALYTICS -TOUCHING ALL SECTORS

2023-24 has a been a challenging year for the industry and we have seen slowness in overall growth but it has been an encouraging year too for the Data Analytics group where we have managed to add new offerings in Cloud solutions and data engineering platforms, Modern data Architectures, IOT based data solutions, Business intelligence solutions, Machine Learning and Gen Al capabilities. Our integrated team for Data engineering and Analytics has continued to skill up and have delivered new age Data projects across US, EU, India and APAC region with robust design, modern technigues and Agile delivery framework.

Cloud data platforms have been our focus from 2022 and we have added new capabilities and offerings like Lakehouse architecture, LEAP (Logistics Enterprise Analytics Platform), API ingestion framework using Liguid maps and migration roadmap to the popular PostgreSgl for our customers. While we continue to service all the major hyperscaler cloud platforms like AWS, GCP, Snowflake and SAP, it was Microsoft Azure base solutions that continues to see most rapid adoption among our customers with Databricks and MS Fabric being the popular choice.

In Logistics & Education sector, we have built Azure based data platform using the modern delta lake concept on Microsoft Fabric (Lakehouse architecture) with the consumption layer built on Power Bl. With high level of data integration into MS Fabric, enablement of Devops to guicken and automate deployments and use of API ingestion technigues to achieve dynamic data mapping, we have demonstrated faster implementation cycles and platform builds to enhance speed to market lead time. This has garnered good attention and patronage from businesses in the Education & Logistics space

We have created LEAP (Logistics Enterprise Analytics Solution) which is ready to deploy, 70 % pre-built and BI/AI enabled modern Data Analytics solution. Within a month of its launch in Nov 23 it was well received in the logistics world drawing appreciation from our current customers and generating massive interest in our potential customers. We are seeing Consumer interest picking up rapidly in the Transportation and Logistics sector for the solution.

On the LEAP platform, we have built a co-pilot that sits on the structured data layer and is able to offer insights and ability to drill down an any aspect of the business on the fly. We have built other use cases on this platform using traditional ML like Demand forecasting and Rate negotiator which is being received well by the Clients.

We built multiple levels of forecasting using a combination of Traditional ML, Deep learning and time series technigues for one of our UK based Logistics Customer which went on to be nominated for the Motor Transport Award Innovation 2024.

We also serve as the primary data engineering and Bl solution provider for one of India's biggest credit rating agency. With Ab initio as the primary ETL engine to move huge volumes of data between BIG Data Fladoop stores and Cloud platforms, we also provide Tableau, Python and R based big data analytics support in the Credit Management domain. Buoyed by the success and growth, we are planning to venture into predictive analytics space as a joint team of Data scientists to help solve the complex problems faced by Credit management companies.

With the Advent of Gen Al our Data science team have been invited and engaged with multiple POC's that have started to translate into long term engagements. The team has generated a rich experience on Gen Al capabilities within a short period of time and have solved some traditional ML problems guickly with the use of LLM models. We have also used Open Al based LLM to do Trust pilot - Aspect based sentiment analysis for the Retail sector which we hope would add value to our Clients in this space. We are also actively involved in proof-of-concept projects in the Computer vision Domain that uses image processing technigues to expand our reach to a varied set of Clientele.

CLOUD SECURITY

Saksoft's Cloud infrastructure and security business has lent a well-rounded offering stream to bolster the company's service capabilities. We have a team of well trained and certified resources to help clients migrate to Cloud based infrastructure platforms and avail services. We have invested our focus in building Automation as a service platform to strengthen our sales pitch. This could provide an opportunity for our clients to manage repeated tickets in the Infrastructure and Application based units to cut down time and channelize efforts to strengthen performance. We have also built our capability in Cloud Finops for the Cloud environment.

We have deepened our partnerships with Global Cloud Service providers to widen our service network and bring in economies with respect to infrastructure procurements for our clients. We operate largely on a shared service model which enables our Customers to enjoy the benefits of pay per use plans and optimize their investments in Cloud Security. It also enhances their security environment as an organization and as a business in the overall supply chain.

ADDING ASSURANCE TO SOLUTIONS AND OUR CLIENTS - TESTING GETS STRONGER

Saksoft's well established Testing Business continues to drive its growth across geographies. Its ability to seamlessly integrate into existing and acguired scheme of things provides an edge to the team to work across the group involving multiple industry sectors. This has enriched the team's expertise and experience to target standalone projects and also position the company as a unigue value add testing partner to many organisations and supply chain partners across the world. It is also one of the key practice that serves as a bridge to Saksoft's inorganic growth pursuits. Saksoft has devised Frameworks and Solution models in the Testing domain over the years to complement and ensure guality in Client procurements. We are keen to showcase our capabilities and expand our Client and Service provider networks with our offerings around Unite, Device Lab, Data Comparator & Gen Al Test Case Generator.

UNITE

UNITE framework provides a comprehensive, efficient, and collaborative testing solution that addresses common pain points in software testing environments. As an open-source solution, UNITE offers the dual benefits of cost-effectiveness and community-driven development. It provides a flexible and scalable testing framework that adapts to evolving testing needs, backed by a robust community for support, knowledge-sharing, and continuous enhancement.

It offers a versatile, user-friendly, and comprehensive testing solution that not only addresses the technical challenges of test automation but also fosters collaboration, efficiency, and continuous improvement in the software development lifecycle.

It eliminates the complexity and fragmentation of using different tools for various platforms. By offering a unified framework for Web, Mobile, Desktop, and APIs using Java, it streamlines the testing process, enhances test coverage across platforms, and ensures consistency in testing protocols. It also enables simplifying the integration of test automation into CI/CD pipelines, significantly reducing setup time and technical overhead.

With its extensive library of prewritten functions, UNITE fosters code reusability, minimizing the effort and time needed to develop and maintain test scripts. This accelerates the test development process, reduces duplication of work, and allows teams to focus on more complex tasks, ultimately speeding up the release cycle.

It helps to address challenges of interpreting and communicating test results by providing detailed reporting and versatile communication options, like email and Slack. These rich reporting features offer actionable insights, facilitate informed decision-making, and enhance collaboration among teams, ensuring that all stakeholders are aligned and informed.

We are also planning to come up soon with an intuitive Ul that will showcase execution, live reports and dashboards with configuration options.

DEVICE LAB

Device Lab solution revolves around providing a streamlined, efficient, and flexible approach to device management and testing for mobile applications.

Device Lab supports extensive cross-platform compatibility testing by offering a wide range of Android and iOS devices with various OS versions. This enables teams to effectively test and ensure consistent user experiences across different devices, screen sizes, resolutions, and operating systems, addressing one of the most pressing challenges in mobile application development.

In essence, the Device Lab's value lies in providing a comprehensive, user-friendly, and efficient solution for mobile device testing. It addresses the key challenges faced by development and QA teams, such as device management, remote testing, debugging, and crossplatform compatibility, ultimately leading to improved productivity, faster time-to-market, and higher guality products.

Device Lab simplifies the complexity of managing a diverse set of devices fortesting. By offering a unified platform for controlling both emulators and real devices through a web portal, it streamlines the setup and management process. It simulates hardware button control, making it suitable for both automation and manual testing, thus saving time and reducing operational overhead.

Device Lab enables teams to perform automation testing remotely, overcoming geographical limitations. Users can access device capabilities, schedule, and execute automated test scripts from anywhere, ensuring compatibility with a wide range of devices. This feature significantly enhances testing efficiency and is particularly beneficial for distributed or remote teams.

Device Lab provides real-time access to device logs and screenshots via the portal, streamlining the debugging process. This instant access to critical information allows teams to guickly identify and resolve issues, reducing the time and effort reguired fortroubleshooting and ensuring higher guality in the final product.

DATA COMPARATOR

Data Comparator provides a robust, efficient, and user- friendly platform for database comparison and data integrity validation. It showcases its versatility through its universal compatibility with any RDBMS. This feature allows users to seamlessly connect to a variety of database systems, making the tool an integral part of diverse database ecosystems. Its adaptability ensures that Data Comparator can meet the varied data comparison needs across different platforms and environments.

Data Comparator's core strength lies in its ability to streamline and enhance the database comparison process. It addresses the critical challenges of ensuring data integrity, structural consistency, and system performance while providing clear insights and maintaining compatibility across various database systems. This comprehensive approach makes Data Comparator an indispensable tool for data migration, replication, and verification processes.

Data Comparator revolutionizes data comparison by offering an efficient solution that compares data row by row across any RDBMS with minimal configuration. It adeptly handles transformations during data migration, validating the correctness of migration scripts. Its precision in detecting discrepancies ensures data integrity and significantly reduces the time and effort involved in manual verification.

Ensuring schema alignment between source and destination databases is critical, and Data Comparator excels in this area. It compares database schemas to confirm consistency, thereby aiding in the identification and resolution of structural discrepancies. This feature is pivotal during data migration or replication, ensuring seamless data integrity and alignment.

Data Comparator not only identifies data mismatches and schema differences but also presents this information in visually appealing HTML reports. These reports provide clear, actionable insights, enabling guick issue resolution and facilitating effective communication among teams. This feature transforms complex data discrepancies into understandable and actionable information.

Recognizing the resource-intensive nature of data comparison, Data Comparator offers a scalable solution. It allows for the adjustment of the size of records compared in each chunk, optimizing hardware resource utilization. This scalability ensures that the tool can handle large datasets efficiently without compromising system performance.

GEN Al TEST CASE GENERATOR

By automating the test case generation process, the Al Test Generator offers a time and resource-efficient alternative to traditional methods. This allows teams to redirect their focus towards higher-value tasks, accelerating the overall testing lifecycle, improving efficiency, and ultimately leading to faster product development cycles. Al Test Generator's ability to streamline and enhance the test case generation process through intelligent automation, precision, and adaptability. It addresses the challenges of time consumption, error-proneness, and resource intensiveness in traditional test case creation, makes it a transformative tool for modern testing environments.

Al Test Generator revolutionizes test case creation by harnessing pre-trained language models to interpret reguirement details rapidly and generate precise test cases with just one click. This drastically reduces the time and effort involved in manual test case creation, accelerating the testing process and reducing the risk of human error.

Leveraging the power of pre-trained models, the Al Test Generator ensures high accuracy and relevance of the generated test cases. These models understand the nuances of natural language, aligning the test cases closely with the reguirement details. This precision reduces the risk of errors and omissions, ensuring a high guality of testing right from the start.

Al Test Generator offers seamless integration capabilities, allowing the test cases generated to be directly pushed to standard ALM tools or exported to Excel. This feature eliminates the manual effort of transferring test cases, reducing the potential for errors and streamlining the entire test case deployment process.

Recognizing the unigue needs of different projects, the Al Test Generator provides the option for fine-tuning based on human feedback during the review process. This reverse feedback mechanism allows teams to customize and refine the Al model to better fit their specific reguirements, ensuring that the generated test cases are not only accurate but also highly relevant and effective for the project at hand.

Material Changes and Commitments affecting the Business Operations and Financial Position of the Company

The Board has approved the Merger of M/s. Threesixty Logica Testing Services Private Limited, M/s Dreamorbit Softech Private Limited, wholly owned subsidiaries of Saksoft Limited and M/s. Terafast Networks Private Limited step-down subsidiary of Saksoft Limited with Saksoft Limited on May 10, 2024. There are no other material changes and commitments between 31st March 2024 and the date of this report having an adverse bearing on the financial position of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 (the

"Listing Regulations"), is attached and forms part of the Annual Report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adeguate and operating effectively.

Business Responsibility and Sustainability Report

Since the Company is one among the top 1000 Listed entities as per Market Capitalization, it is reguired to provide Business Responsibility and Sustainability Report as part of the Annual Report as reguired under Regulation 34(2)(f) of SEBI Listing Regulations which forms part of the Annual report.

Corporate Governance

Our governance structure is built to facilitate effective and transparent business conduct. Guided by our unwavering commitment to our governance principles, we endeavor to deliver sustainable, long-term value for all our stakeholders, including shareholders, employees, business partners, and society at large.

Directors & Key Managerial Personnel

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosures Reguirements) Regulations, 2015, with an optimum combination of Executive Director, Non- Executive Non-Independent Directors, Independent Directors and Women Directors.

Ms. Kanika Krishna retires by rotation and being eligible offers herself for re- appointment. A resolution seeking shareholders' approval for her re- appointment forms part of the Notice to the Annual General Meeting.

During the year under review, Ms Malini Thadani resigned from the Board as an Independent Director with effect from July 30, 2023 on account of personal reasons. Ms Kavitha Vijay was appointed to the Board as an Independent Director with effect from August 14, 2023 and Mr Suresh Subramanian was appointed to the Board as an Independent Director with effect from September 21,2023.

During the year under review, Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, dividend and reimbursement of expenses incurred by them for attending Meetings of the Board/ Committee of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Aditya Krishna, Chairman and Managing Director, Mr. Niraj Kumar Ganeriwala, COO & CFO and Ms. Meera Venkatramanan, Company Secretary. The disclosures reguired under Section 197(12) of the Companies Act 2013, are provided in Annexure 2 to this Report.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, ('IICA') as reguired under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013, Independent Directors have submitted declarations to the effect that each of them meets the criteria of Independence as laid down in Section 149(7) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("SEBI Listing Regulations"). Directors of the Company have met all the obligations as prescribed under the Regulation 25 of SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Meetings of the Board

The Board met six times during the Financial Year 2023-24. The details of the Meetings are provided in the Corporate governance report that forms part of this Annual Report. The necessary guorum was present for all the Meetings. The maximum interval between any two Meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Board Evaluation

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii)lndividual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board. Pursuant to the said provisions, the Board of Directors has carried out an annual evaluation of its own performance, Board, Committees, and individual Directors.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

- Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

- Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/ recommendation to the Board, etc.

- Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, proper representation of shareholder interest and protecting shareholder value, industry experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization's strategy, etc.

In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed.

The Board noted the actions taken in improving Board effectiveness based on feedback given in the previous year. Further, the Board also noted areas requiring more focus in the future, which include spending more time on industry trends, long-term business threats and opportunities.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Committees of the Board

The Company has the following Board Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders' Relationship Committee

iv) Risk Management Committee

v) Corporate Social Responsibility Committee

Details of the composition of the Committees, theirterms of reference, attendance of Directors at meetings of the Committees and other requisite details are provided in the Corporate Governance Report, forming part of the Annual Report.

Policy on Board Diversity

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy, which sets out the approach to diversity of the Board of Directors. Web link to view the Board Diversity Policy is provided under the subheading "Website" of the Corporate Governance report.

Policy on Directors' appointment, remuneration, and other disclosures under Section 178(3) of the Companies Act, 2013

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website- https:// www. saksoft.com/investor/corporategovernance/

Risk Management

Risk Management is an integral part of the business process. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk. The Statement of Risk indicating development and implementation of risk management policy is annexed to and forms part of this Report under Annexure 8. At present the Company after a considered review has not found any element or perceived threat that could pose a risk to the existence of the Company.

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the

Company including criteria for determining gualifications, positive attributes, Independence of a Director and other related matters as reguired under Section 178(3) of the Act and SEBI Listing Regulations.

The key reguirements of the policy can be found in Annexure 3 to this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. Details of the Vigil Mechanism are covered under the Corporate Governance Report, which forms part of this Annual Report.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, The Directors' hereby confirm as follows:

(a) In the preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) The Directors have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adeguate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adeguate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adeguate and effective during FY 2023-24.

Related Party Disclosure

None of the transactions with the related parties fall under the scope of section 188(1) of the Act. Accordingly, the disclosure of related party transactions as reguired under section 134(3)(h) of the Act in form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Human Resource Management

Our employees are our most important asset. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

During the Financial Year under review, Human Resources function continued its global transformation initiatives, in a volatile and complex business environment, to cater to the evolving organizational reguirements. HR continued its catalyst role and enabled the process of change over to focus on resource planning for mid and long term.

HR continued their support to protect the employees and employers' interest by providing the Hybrid work option to its employees.

a. Particulars of Employees

During the financial year under review, the details of Employees who drew remuneration of Rs. 10.2 Million or more per annum or Rs. 0.85 Million or more per month with respect to information reguired pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is provided in Annexure-2

b. Employees Stock Option Scheme

The Company currently administers ESOP Scheme 2009.During the year under review, the following amendments were made to the ESOP Scheme 2009, which was duly approved by the shareholders through a special resolution passed by way of a Postal Ballot on October 22, 2023.

1. The mode of implementation of the ESOP Scheme 2009 was changed from direct route to the trust route.

2. The ESOP 2006 Scheme was wound up and the remaining shares under ESOP 2006 scheme was transfered to ESOP 2009 Scheme. - The ESOP Scheme 2006 was implemented through the Trust route, under which the Saksoft Employee Welfare Trust acguired shares by way of direct allotment from the Company for the purposes of extending the benefits of the ESOP Scheme 2006 to the Eligible Employees. Subseguently, the Company has framed Saksoft Employee Stock Option Plan 2009 ("ESOP 2009"), which is currently being implemented under the direct route. The ESOP Scheme 2006 was wound up and the shares held by the Saksoft Employee Welfare Trust amounting to 5,32,460 (now 53,24,600) Eguity Shares, was transferred from ESOP Scheme 2006 to ESOP Scheme 2009 post the winding up of ESOP Scheme 2006 and the modification of ESOP Scheme 2009.

3. Summary information of these stock option schemes, grant and allotments under these schemes are provided under Note No. 22(e) forming part of standalone financial statements. The details of the Options granted up to March 31,2024 and other disclosures as reguired under SEBI (Share Based Employee Benefits and Sweat Eguity) Regulations 2021. is available for view on the Company's website at https://www.saksoft. com/investor/company-announcements/other

Disclosure pursuant to Regulation 14 read with Part F of Schedule I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

The ESOP 2009 was approved by the shareholders at their Meeting held on December 7,2009 and subsequently amended and modified vide shareholders' resolution passed at the

Annual General Meeting on August 5, 2013 for increasing the quantum of options from 5,00,000 to 10,00,000. The Scheme was further amended on September 26, 2014 to increase the exercise period to 10 (ten) years from the date of vesting and further on August 19, 2019 for increasing the quantum of Options from 10,00,000 to 15,00,000*

The Board of Directors and the Compensation Committee vide a resolution passed at its meeting held on August 14, 2023 has further approved the revision in of mode of operation of Scheme from a vanilla Scheme to a Trust Scheme. This was approved by the shareholders through a special resolution passed by way of a Postal Ballot on October 22, 2023.

On October 22, 2023, further to the approval of shareholders through a Postal Ballot, the Company has modified the mode of implementation of the Scheme from direct route to trust route.

This Plan complies with the Securities and Exchange Board of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Options are granted at a price decided by the trust from time to time. However the Exercise Price shall not be less than the face value per share per option

*Postthe share split that happened on September 2022, the revised number of options is to be taken as 1,50,00,000.

The ESOP shall be allotted from the Trust to the Employees based on the shares available in the ESOP trust. Any additional acquisition of shares in a Financial year by the ESOP Trust in the secondary market shall not exceed two percent of the paid up equity capital of the Company as at the end of the previous financial year.

The Compensation Committee may re-price the Options, which are not Exercised, if ESOP 2009 is rendered unattractive due to fall in the

Share price in the stock market subject to such re-pricing being in terms/compliance with the SEBI (SBEB & SE) Regulations, 2021.

The Company shall follow the intrinsic value method for computing the compensation cost for the Options Granted.

Employee wise details (name of employee, designation, number of options granted during the year) of options granted to -

A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;-

The following are considered as input in the model: Stock Price (S), Strike Price (X), Volatility (a), Risk-free Rate, Time to expiration (T), Dividend Yield

(b) the method used and the assumptions made to incorporate the effects of expected early exercise;- Black-Scholes Model has been considered to arrive at the option valuation. Time to expiration has been considered as 5.5 years from the date of grant (which is the mid - point from the vesting date till last date to exercise).

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility:

Volatility is based on Historical volatlity for 5 years.

(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition

No parameters other than as mentioned above have been considered.

C. Policy on sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including Sexual Harassment. The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of the ICC is displayed through Notice Boards at conspicuous places in all the office locations of the Company. Disclosure in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review Number of complaints received during the year: Nil Number of complaints disposed off during the year: Nil

Number of cases pending for more than 90 days: Nil Number of Workshop or awareness Program: 3 Nature of Action taken by the employer or District Officer: Nil

IV. INTERNAL FINANCIAL CONTROLS AND AUDIT

Internal financial control systems and their adequacy

The Company has formulated a Framework on Internal Financial Controls and laid down Policies and procedures commensurate with the Size and nature of its operations pertaining to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board, for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

Statutory Audit

At the Twenty Third Annual General Meeting (AGM) held on August 09, 2022 the Members approved appointment of Messrs. R. G. N. Price & Co., Chartered Accountants (Firm Registration No. 0042785S) as Statutory Auditors of the Company to hold office for a period of five years which ends at the conclusion of AGM for the FY 2026-27.

Secretarial Audit

Pursuantto the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries to undertake the Secretarial Audit for the FY 2024-25 of the Company.

Internal Audit

M/s Finstein Advizory LLP are Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

Auditors Report and Secretarial Audit Report

The Statutory Auditor's Report and the Secretarial Audit Report do not contain any material qualifications, reservations, adverse remarks or disclaimers. Secretarial Audit Report of Saksoft Limited and its Indian Material subsidiaries is attached to this report as Annexure 4A and 4B respectively to this Report.

Reporting of Frauds by auditors

During the year under review, neither the statutory auditors nor the Secretarial Auditor has reported to the audit committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Corporate Social Responsibility

Saksoft's CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the social initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 1 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For

other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available for view on the Company's website https://www.saksoft.com/investor/ corporate-governance/

Particulars Regarding Conservation of Energy, Technology Absorption and Research and Development

Details of steps taken by the Company to conserve energy through its "Sustainability" initiatives, Research and Development and Technology Absorption as reguired under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014.

a. Conservation of Energy

The Company is a Software Company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office eguipment. The Company is conscious about environment protection and energy conservation and strives to evolve newtechnologiesto see to that, the infrastructure is more energy efficient. The Chennai delivery center is situated in the LED pre-certified gold rated green building. In addition, the Company has made a conscious shift to LED lights across all its locations against the traditional lights to reduce the electricity consumption. These LED lights also generate lesser heat resulting in faster cooling at lower electricity consumption.

b. Technology Absorption

Saksoft having been in existence for more than two decades has been a front runner in adopting latest trends in Technology. The infrastructure is regularly upgraded to ensure scalability and round the clock availability in all circumstances. Right from migrating critical applications to the cloud and ensuring adeguate business continuity, the company has used technology to improve the work experience of the resources and ensure efficient delivery to the customers. The Company's operations do not reguire significant import of technology.

C. Research and Development (R&D)

As mentioned above, the Company is constantly involved in developing solutions for its customers using the emerging technologies which involve considerable research and development efforts on the part of the employees. The efforts and costs incurred in such research are integral to the operations of the Company and are not segregated and identified separately.

Foreign Exchange and Outgoings

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT- 7) of the Company as on March 31, 2024, will be available on the website of the Company at https://www.saksoft. com/investor/company-announcements/annual-general- meetings/ Accordingly, this is not annexed herein.

Other Disclosures

a. The details relating to deposits, covered under Chapter V of the Act, The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

b. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

c. The Company has not raised funds through preferential allotment or gualified institutions placement during the Financial Year 2023-2024.

d. The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India ("ICSI").

e. During the year no application has been made and there are no proceeding pending as per Insolvency and Bankruptcy Code 2016.

f. Cost Records- the Company is not reguired to maintain Cost Records as specified by the Central Government under section 148(1) of the Act

g. ESG Update:

During the year, the Company has completed an assessment of baseline emissions for the 2022- 23 period, encompassing Scope 1, 2, and select areas of Scope 3 pertinent to IT industry practices. This assessment includes the operational and consumption data of all entities within the Saksoft Group. These findings have undergone scrutiny by an independent Assurance partner.

The Company has also invested in Carbon Credits associated with United Nations Framework Convention on Climate Change and achieved complete carbon neutrality forthe 2022-23 emissions. The Company's carbon offset procurements adhere to internationally recognized PAS 2060 standards for carbon neutrality attainment, supported by endorsement from the United Nations Framework Convention on Climate Change. Additionally, the Company has obtained certification for carbon neutrality post-offsets from an independent environmental practitioner.

Acknowledgement

The Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Management also thanks the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co- operation. The Management would also wish to place their appreciation to the employees of the Company and their families for the excellent contributions extended at all levels in achieving growth and results.