Sasken Technologies Ltd

To the Shareholders,

Your Directors have pleasure in presenting this Report on the business and operations of the Company along with the Audited financial statements for the year ended March 31, 2024.

1. F inancial Performance

T he Standalone and Consolidated financial statements for the year ended March 31, 2024 forming part of this Report have prepared in accordance with Ind AS, as summarized below: in lakhs

On a consolidated basis, your Company's revenues from operations for the FY 2023-24 have declined by 9.07% in rupee terms from 44,698.35 lakhs in FY 2022-23 to 40,672.74 lakhs in FY 2023-24. The net profits decreased from 9,947.21 lakhs in FY 2022-23 to 7,873.83 lakhs during the year, decrease of 20.84%. This has translated to a Basic Earnings per Share of 52.59 in FY 2023-24 vs. 66.14 in FY 2022-23.

2. Mat erial changes and commitments affecting the financial position of the Company

T here have been no material changes and commitments, if any, affecting the financial position of your Company which have occurred between the end of financial year of the Company to which the financial statements relate and date of this Report.

3. Dividend

Y our Directors are pleased to recommend a final dividend 13 per equity share ofof 10 each for the year under review. During the year, your Company declared an interim dividend of 12 per equity share in October 2023. This aggregates to a total dividend of 25 per equity share for FY 2023-24.

A not e on transfer of shares and unclaimed dividends to Investor Education and Protection Fund has been stated in the Shareholder Information, forming part of this Report.

4. Business Outlook, Economic & Regulatory scenario and Opportunities

T he rate of change in technology often outstrips the changes in the underlying fabric such as social, political, economic, and regulatory systems. Having a tech DNA since inception has created in us both the resolve and ability to embrace change. For us at Sasken, the constant has been the single-minded pursuit of our values - World-Class, Intellectual Integrity, and Tech-First. Additionally, being a Company that has taken in its stride the need to balance multi-stakeholder needs we have been empathetic and responsive when it comes to the three pillars on which any enterprise should be built, viz. - sustainable business practices, environmentally conservative & conscious operations, and commitment to governance.

T hese aforementioned strengths of your Company are what keep us buoyant in the midst of relentless change. The multiple forces that play including the recovery from a two-year global pandemic, geopolitical conflicts, disruption in global supply chains, and a turbulent transition into alternative energies have put the global economy in an extremely challenging situation. There are clear indications from leading global agencies such as the World Bank & International Monetary Fund (IMF), and heads of national financial institutions that indicate that the global economies face grim prospects ranging anywhere from stagnation to recession. At the vortex of all this is the tech sector which has been shaken up after a couple of years of unbridled growth. At present, it seems that the adverse impact on the tech sector is confined to the start-up ecosystem and curtailment of funding initiatives that are not tied to visible sources of revenue generation.

T he possible positive upshot of this is a continuous push to accelerate the pace of globally distributed development. Large transnational corporations are seeking to partner with capable & cost-effective service providers. The overall expenditure on product engineering and digital services is likely to remain flat when compared to the previous fiscal but organizations are expected to seek and obtain greater leverage for every dollar spent. Our management team continues to monitor the business landscape, engage with customers and assess the developments in a dynamically evolving business landscape. At present it seems, bodies such as the National Association of Software Service Companies (NASSCOM) remain cautiously optimistic about the growth prospects and an uptick in demand for India-based providers of product engineering (engineering R&D) and digital services.

W e have now over two years of operational experience in developing and fine-tuning our processes and systems to enable a

Work from Anywhere (WfA) model. These initiatives have enabled us to honor our customer commitments, provide flexibility and safety for our talent pool as well as benefit from conserving energy and other fragile environmental resources. We have diligently worked to strengthen our information technology and information systems to offer secure connectivity, data privacy, and the connectivity required to work both effectively and efficiently. As a Company that deeply cares for our employees, we have taken precautions possible within our ambit to ensure the well-being and safety of all our stakeholders.

Y our Directors and management team remain vigilant and prepared to mitigate uncertainty while remaining prepared to take advantage of growth opportunities once there is an amelioration in an overall business environment. We have well-structured mechanisms to anticipate and mitigate risks and manage investments prudently in support of our operational needs & growth initiatives, thereby ensuring that we keep business as usual. Our size positions us in a sweet spot of being nimble enough to adapt while being large enough to weather a Volatile, Uncertain, Complex, and Ambiguous (VUCA) environment.

Please refer to the Management Discussion and Analysis Report and the Technology and Markets section forming part of this Report for further details on this segment.

5. Shar e Capital

T he authorized share capital of your Company as of March 31, 2024 stood 55,00,00,000 comprising of 5,50,00,000 equityat shares of 10 each.

During the year, the Company allotted 27,070 equity shares consequent to exercise of Restricted Stock Units (RSUs) by the eligible employees to whom RSUs were vested pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Sasken Employees' Share Based Incentive Plan 2016. The Company has received listing approval for the said equity shares from BSE Limited and National Stock Exchange of India Limited (NSE) on February 23, 2024. The equity shares issued shall rank pari-passu with the existing equity shares of the Company.

A ccordingly, the paid-up share capital of your Company as of March 31, 2024 stood 15,077,971 comprising of equity sharesat of 10 each.

F or details on movement in Reserves and surplus during the year ended March 31, 2024, please refer to the statement of changes in equity included in the standalone and consolidated financial statements.

6. Emplo yees Stock Option Scheme

1, 76,570 RSUs granted earlier were effective as at April 1, 2023 and during the year,

(a) Nomination and Remuneration Committee of the Board approved further grant of 126,870 RSUs to eligible employees at an exercise price of 10 per RSU i.e., at par value of equity shares of the Company in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable regulations and Sasken Employees' Share Based Incentive Plan 2016.

(b Out of 55,490 RSUs vested, 27,070 RSUs have been exercised by the eligible employees and same were allotted to them. )

( 119,540 RSUs lapsed. c)

A ccordingly, 156,830 RSUs were effective as at March 31, 2024.

T he details as per the requirements specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 are available on the Company's website www.sasken.com/investors.

7. Deposits

Y our Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

8. P articulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.

P ursuant to the provisions of Section 186 of the Companies Act, 2013 and rules made there under, the Company needs to obtain prior approval of shareholders / members by way of special resolution passed at the General Meeting in case the amount of investment, loan, guarantee or security proposed to be made is more than 60% of the paid up share capital, free reserves and securities premium account or 100% of free reserves and securities premium account, whichever is higher. Accordingly, approval of shareholders is sought under said Section, details of which is provided in the Explanatory Statement forming part of the 36^th Annual General Meeting (‘AGM') Notice (‘Notice').

9. Ener gy Conservation, Technology Absorption and Foreign Exchange earnings and outgo

T he information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under

Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A. 10. Risk Management Policy, Internal Control Systems and their adequacy Y our Company has a robust organizational structure for managing and reporting risks. Your Company has constituted a Risk

Management Committee and adopted Risk Management Policy in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Act, details of which is provided under the Corporate Governance Report forming part of this Report.

Y our Company continues the best practices in risk management by systematically identifying entity, business, functional & environmental risks on an ongoing basis. The constitution of a formal Internal Risk Management Team, with oversight provided by the Risk Management Committee of the Board, has sharpened the focus on mitigation actions. These are also discussed in the meetings of the Risk Management Committee, Audit Committee and the Board of Directors. All these have helped in ensuring your Company is committed to its Environmental, Social, and Governance principles & practices.

Y our Company's internal control systems are commensurate with the nature of its business, size and complexity of its operations.

Company reviews its internal financial control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework. These are routinely evaluated by Statutory as well as Internal Auditors. Significant audit observations, if any, and actions taken thereon are reported to the Audit Committee.

T he key business risks identified by your Company and mitigation plans are detailed in the Business Responsibility and

Sustainability Report (‘BRSR') and Management Discussion and Analysis Report.

T he provisions of sub-section (1) of Section 148 of the Act are not applicable to the Company as Central Government has not specified the maintenance of cost records for any of the business activities of the Company.

11. C orporate Social Responsibility

Y our Company has in place a Corporate Social Responsibility (‘CSR') Committee in accordance with Section 135 of the Act. The details of the CSR Policy and the Annual Report on CSR activities as prescribed under the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed herewith as Annexure B.

Our dedication to social responsibility remains steadfast, with a focus on empowering women, educating the disadvantaged, advocating for environmental causes, providing essential healthcare services, and preserving our nation's cultural heritage through digitalization and conservation efforts. Looking back over the years, we are gratified by the widespread impact achieved by our programs.

A detailed and comprehensive coverage of our sustainability and CSR initiatives is provided at www.sasken.com/sustainability and also covered in this Annual Report.

12. Whistle Blower Policy / Vigil Mechanism

Y our Company has adopted a Whistle Blower Policy and has established Vigil Mechanism in line with the requirements under

The Act and Listing Regulations for the employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Business Code of Conduct (‘Code').

T he Whistle Blower Policy is available www.sasken.com/investors. at

During the year, your Company has not received any complaints under the said mechanism. 13. Se xual Harassment Redressal Committee

Y our Company has complied with the applicable provisions relating to the constitution of Internal Complaints Committee under

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, details of which is provided under the Corporate Governance Report forming part of this Report.

14. Dir ectors and Key Managerial Personnel

Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

T he Board, based on recommendation of Nomination and Remuneration Committee, recommended re-appointment of Ms Madhu Khatri (DIN: 00480442) for a second term of up to two years effective July 29, 2023 to July 28, 2025 for approval of the shareholders. Shareholders vide their resolution passed through Postal Ballot on September 22, 2023, approved the said reappointment.

In ac cordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. Pranabh D. (DIN: 00035505) is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

T he term of office of Mr. Rajiv C. Mody (DIN: 00092037) Chairman, Managing Director & CEO is expiring on March 31, 2025 The Board, based on recommendation of Nomination and Remuneration Committee, has approved and recommended to the shareholders his re-appointment for another term of up to five years.

Mr . Sanjay M. Shah, (DIN: 00375679) Independent Director of the Company resigned effective close of the business hours July 26, 2023 citing emerging professional commitments. He has confirmed that there are no other material reasons for the said resignation other than as mentioned above.

During the year, (a) Mr. B. Ramkumar, Chief Risk Officer has retired from the services of the Company effective March 31, 2024 and (b) Mr. Abhijit Kabra has resigned from the position of Chief Executive Officer effective June 3, 2024.

A detailed note, profile and explanatory statement for the aforesaid re-appointments is provided in the Notice. 14.1 Boar d Evaluation

P ursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually and its Committees. The evaluation of the Directors, Board and Committees were carried out including, Board structure and composition, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information flow, functioning of the Board/Committees, Board culture and dynamics, quality of the relationship between the Board and Management, contribution to decisions of the Board, guidance / support to the Management.

T he Nomination and Remuneration Committee has laid down the evaluation framework for assessing the performance

Directors comprising of the following key areas:

Attendance in meetings of the Board and its Committees.

Quality of contribution to Board deliberations.

Strategic perspectives or inputs regarding future growth of the Company and its performance.

Providing perspectives and feedback going beyond information provided by the Management.

Commitment to shareholder and other stakeholder interests.

14.2 Boar d Independence

Definition of ‘Independent Director' is referred in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Directors are Independent:

Mr. Bharat V. Patel

Ms. Madhu Khatri

Mr. Raja Ramana Macha

Mr. Sanjay M. Shah (up to July 26, 2023)

Mr. Som Mittal

Mr. Sunil Sachan

Mr. Sunirmal Talukdar 14.3 Nomination & Remuneration Policy

T he details of the policy and composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report.

14.4 Meetings of the Board and its Committees

T he details of (a) the meetings of the Board and its Committees held during the year; and (b) composition and terms of reference of the Committees are detailed in the Corporate Governance Report.

14.5 Business Code of conduct

T he Board has approved a Code which is applicable to the Members of the Board and all the employees. The Code has posted on the Company's website www.sasken.com/investors and intranet. The Code lays down the standard of conduct which is expected to be followed by the employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

T he Board Members and the Senior Management personnel have confirmed compliance with the Code.

F urther, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'), as amended time to time, the Board of Directors of the Company had adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by employees (‘the Insider Code'). This Insider Code is applicable to all Directors, Promoters, such identified Designated Persons, their Immediate Relatives and other Connected Persons who are expected to have access to Unpublished Price Sensitive Information relating to the Company. The Company Secretary of the Company is the Compliance Officer under the Insider Code.

15. Dir ectors' Responsibility Statement

T o the best of our knowledge and belief and according to the information and explanations obtained, your Directors make following statements in terms of Section 134(3)(c) of the Act that:

in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the annual accounts have been prepared on a going concern basis;

proper internal financial controls to be followed by the Company were in place and that such internal financial controls were adequate and were operating effectively with no material defects; and

systems to ensure compliance with the provisions of all applicable laws and Secretarial Standards were in place, adequate and operating effectively.

16. Subsidiary Companies & Joint Ventures

Y our Company has invested Rs. 33.20 crores on March 20, 2024 in Anups Silicon Services Private Limited (‘ASSPL') to acquire 60% equity shares; and (b) subscribing to the Compulsory Convertible Debentures offered by the ASSPL by way of preferential issue on a private placement basis. Consequently, ASSPL has become a subsidiary of the Company.

T here has been no change in the nature of business of the subsidiaries, during the year under review. In accordance with

129(3) of the Act, your Company has prepared a Consolidated Financial Statements of the Company and all its subsidiary companies, which is forming part of this Report. The Consolidated Financial Statements also reflect the contribution of subsidiary companies to the overall performance of the Company. A statement containing salient features of Financial Statements of the subsidiary companies is also included in this Report.

In ac cordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its and Consolidated Financial Statements have been placed on the Company's website www.sasken.com/investors. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the Company's website www.sasken.com/investors. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office address.

T he Audit Committee reviews the Standalone and Consolidated Financial Statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Audit Committee meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board.

In ac cordance with Regulation 16(c) of Listing Regulations, Sasken Finland Oy, one of the wholly owned subsidiaries Company is a ‘Material Subsidiary'.

Y our Company does not have any material unlisted Indian subsidiary companies. The policy for determining ‘material subsidiaries' has been disclosed on Company's website www.sasken.com/investors.

17. Auditors

17.1 Statut ory Auditors and Statutory Auditors' Report

As per the provisions of Section 139 of the Act, M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), were appointed as Statutory Auditors of your Company, to hold office until the conclusion of the 38^th AGM.

As r equired under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

T here are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report. 17.2 Secr etarial Auditor and Secretarial Audit Report

P ursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Listing Regulations and other applicable provisions framed thereunder, as amended, your Company had appointed Mr. J Sundharesan, Company Secretary in practice (CP No.: 5164) to undertake the Secretarial Audit of the Company. The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed herewith as Annexure C.

T here are no qualifications, reservations, or adverse remarks in his Report. 18. C orporate Governance and General Shareholder Information

Y our Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations, General Shareholder Information together with a Corporate Governance Compliance Certificate from Mr. J Sundharesan, Company Secretary in practice (CP No.: 5164) confirming compliance, forms an integral part of this Report which is annexed herewith as Annexure D.

19. Management Discussion and Analysis Report

T he Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing

Regulations is forming part of this Report. 20. Business Responsibility and Sustainability Report

Y our Company has embedded in its core business philosophy, the vision of societal welfare and environmental protection. As per Regulation 34(2)(f) of the Listing Regulations, a BRSR forms an integral part of this Report which is annexed herewith as Annexure E and also available on the Company's website www.sasken.com/investors.

21. R elated Party Transactions

All r elated party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. During the year under review, your Company had not entered into any material related party transactions, i.e. transactions exceeding 1,000 crores or 10% of the annual consolidated turnover as per the last audited financial statements, whichever is lower.

None of the Directors have any pecuniary relationship or transactions with the Company.

Y our Company has in place a Related Party Transactions and Materiality of Related Party Transaction Policy for the purpose of identification and monitoring of such transactions. This policy has been approved by the Board and is available on the Company's website www.sasken.com/investors.

Sinc e there have been no materially significant contracts / arrangements / transactions with related parties, disclosure under Form No. AOC-2 is not applicable.

22. Significant and material orders passed by the Regulators or Courts

T here are certain on-going litigations / disputes in the normal course of business. However, there are no significant and / or material orders passed by the Regulators / Courts having a material impact on the operations of the Company during the year under review.

During the year, no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Banks or Financial Institutions.

23. Patents

C ontinuing our tradition from previous years, we persist in our commitment to being a Company that prioritizes the creation and safeguarding of intellectual property. In the current financial year, your Company has obtained one patent. The patent - "System and method for encoding and decoding data" offers a coding scheme that is both straightforward to implement and demonstrates performance comparable to the 3GPP standard constellation coding scheme employed in 5G systems. Consequently, it proves particularly well-suited for adaptive modulation schemes, facilitating enhanced throughput while minimizing decoding delay. Notably, constellation coding stands as a critical element within digital communication links.

As of date, a total of 72 patents have been granted to your Company from both Indian and US Patent Offices. 24. Qualit y Certifications IS O 14001:2015

Y our Company is certified for ISO 14001:2015 (Environment Management System Standard). Your Company is committed to contribute towards environment management and being a responsible corporate member of the communities in which it operates. This reaffirms your Company as a responsible corporate citizen.

IS O / IEC 27001:2013

Y our Company is certified for ISO / IEC 27001:2013 (Information Security Management System Standard). This is important assuring our stakeholders (like Customers, Partners, Vendors, Investors, and Employees) of our commitment to protecting their Information Security, Cyber Security, and Data Privacy including Intellectual Properties (IPs), as well as sensitizing all employees about the importance of confidentiality, integrity, availability of classified information and privacy of our stakeholders.

IS O / IEC 27701:2019

Y our Company is certified for ISO / IEC 27701:2019 (Privacy Information Management System Standard). This is important assuring our stakeholders (like Customers, Partners, Vendors, Investors, and Employees) of our commitment to protecting their Personally Identifiable Information (PII) within the organization, as well as sensitizing all employees about the importance of data privacy.

IS O 9001:2015

Y our Company is certified for ISO 9001:2015 (Quality Management System (QMS) Standard). It helps us to establish a process framework in the organization based on Plan - Do - Check - Act lifecycle and provides guidance on the implementation of checks and measures to help promise quality in all our deliverables to customers (new and existing), vendors, shareholders, and interested parties including regulatory bodies across various geographies in which we operate. It also helps meet statutory, regulatory, and compliance requirements applicable to Sasken and its affiliate companies.

CMMI - Dev – V2.0 - ML3

On delivery excellence, your Company leverages industry best practices and standards to establish and continuously improve delivery systems and processes. Your Company has established a delivery platform called Sasken Delivery Platform (SDP). SDP is an Engineering Delivery workbench (with support for various lifecycle stages) and an Integrated Project Management platform. Your Company's QMS has been assessed at Maturity Level 3 of the CMMI - Dev – V2.0 framework.

Sask en's processes are also compliant with the requirements of technology vertical specific standards like TL9000 R5.

Automotive SPICE v3.1, TISAX, Cybersecurity engineering in road vehicles - ISO 21434 and Automotive Functional Safety - ISO 26262. Sasken's QMS and practices are compliant with Global Data Privacy Regulations* like EU-GDPR, UK-GDPR, CCPA, and India's Digital Personal Data Protection Act (DPDPA).

25. C onsolidated Financial Statements

T he Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forming part of this Report.

26. Annual Return

T he Annual Return of the Company is available on the website of the Company www.sasken.com/investors. -27. P articulars of Employees

T he information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration

Managerial Personnel) Rules, 2014 is annexed herewith as Annexure F.

T he statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules, is provided in a separate annexure forming part of this Report. Further, the Report and the accounts are being sent to the Shareholders excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

28. Acknowledgement

Y our Directors thank various Regulatory Authorities, Organizations and Agencies for their continued support and co-operation.

The Directors also gratefully acknowledge support of all stakeholders of the Company viz. customers, shareholders, dealers, vendors, banks, and other business partners. The Directors appreciate and value the contribution made by every employee of the Company.

For and on behalf of the Board of Directors