Sagility India Ltd

The Board's Report of Sagility India Limited (formerly Sagility India Private Limited) ('the Company') is hereby presented on the business and operations of the Company together with the Audited Financial Statements for the period 1^st April 2024 to 31^st March 2025 ('year under review' or 'period under review' or 'FY 2024-25').

A brief of the financial performance of the Company for the financial year ended 31^st March 2025 is given below:

(Amt in Rs million)

Sagility India Limited domiciled in Bengaluru, India was incorporated on 28^th July 2021 under the provisions of the Companies Act, 2013 ('the Act') as a private limited company. The Company was converted into a public limited company w.e.f. 20^th June 2024. Consequent to the conversion, the name of the Company was changed to 'Sagility India Limited'.

During the year ended 31^st March 2025, the Company completed an Initial Public Offer of 702,199,262 equity shares having a face value of Rs 10 each, at an issue price of Rs 30 each. The entire issue comprised of an offer for sale by the Company's Promoter and immediate Holding Company- Sagility B.V. The Company's equity shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 12^th November 2024.

The Company is one of the largest tech-enabled U.S.focused healthcare services firms (by revenue) with a cumulative revenue from operations of approximately Rs55.70 billion in the Financial Year 2025 and growing at a year-on-year growth rate of approximately 17.17% with services spanning across healthcare payer and provider markets.

For U.S. healthcare payers, the Company provides a comprehensive set of services across the payer value chain such as claims management, payment integrity, clinical management, provider network operations (provider engagement), and front-office services, among others, thus, helping optimize operational spending and improve care quality for health plans. As an end-to- end Revenue Cycle Management (RCM) provider, the Company integrates patient access, A/R management, and clinical services with licensed professionals to streamline administrative processes and ensure efficient billing and revenue cycle management.

The Company delivers these services leveraging our tools and platforms, as needed, through our capable talent pool from our 33 global service delivery locations across India, the Philippines, the U.S., Jamaica and Colombia.

All of our clients are located in the U.S. As of 31^st March 2025, our five largest client groups (i.e., client entities together with their affiliates) had an average tenure of 18 years with the Business. As of March 2025, the Company served six of the top 10 healthcare payers by enrolment in the U.S. Further, during the Financial Year 2025 the Company added 38 new clients.

Revenue from operations increased by 17.17% to Rs55,699.18 million for the FY 2024-25 from Rs47,535.57 million for the FY 2023-24. Revenue from operations from our five largest clients increased by 15.26% to Rs43,370.27 million for the FY 2024-25 from Rs37,627.68 million for the FY 2023-24. Further, the Company also added 38 new clients (on a gross basis) in the Financial Year 2025, which also contributed to the increase in our revenue from operations. Revenue from operations generated from our Payer clients increased to Rs49,774.95 million from Rs42,904.18 million. Revenue from operations generated from our Provider clients increased to Rs5,924.23 million from Rs4,631.39 million.

Set forth below is a breakdown of our revenue from operations based on our client categories for the FY 2024-25 and 2023-24.

The following table sets forth our revenues from operations from our three largest, five largest and ten largest client groups, in absolute terms and as a percentage of our total revenue from operations.

Total expenditure increased by 16.54% to Rs42,720.36 million for the FY 2024-25 from Rs36,654.67 million for the FY 2023-24 due to increases in employee benefits expenses and other expenses. The increases in employee benefit expenses were primarily on account of an increase in our employee headcount related to the growth in our business and the acquisitions of BroadPath, annual increments and share based payments. The Company also engaged a number of employees to assist with sales and marketing, content generation, graphics and proposal writing, and appointed additional Senior Managerial Personnel.

On a Consolidated basis, Profit before tax for FY 2024-25 increased by 215% to Rs7,602.31 million from Rs2,416.81 million in the previous financial year. The Profit after tax for the FY 2024-25 increased by 136% to Rs5,391.23 million from Rs2,282.66 million in the previous financial year.

On a standalone basis, Profit before tax for FY 2024-25 increased by 504% to Rs3,699.50 million from Rs612.78 million in the previous financial year. The Profit after tax for the FY 2024-25 increased by 273% to Rs2,714.82 million from Rs727.09 million in the previous financial year.

The Members are advised to refer to the separate section on Management Discussion and Analysis, which is a part of this report, for a detailed understanding of the operating results and business performance.

As on 31^st March 2025, the authorised share capital of the Company was Rs100,000,000,000/- (Rupees Ten Thousand Crores only) divided into 10,000,000,000 (One Thousand Crores) equity shares of Rs10/- (Rupees Ten only).

Prior to conversion to a public company, the Company, on 31^st May 2024, allotted 393,991,918 equity shares of Rs10/- (Rupees Ten only) through private placement on preferential basis to Sagility B.V., the holding company.

After the above allotment, the capital structure of the Company as on 31^st March 2025 stands as below:

The Company had issued 13,000 Non-Convertible Bonds of face value Rs1,000,000 each to its holding company Sagility B.V. in January 2022. As on 31^st March 2025, the outstanding bonds were 8,020 amounting to Rs8,020,000,000.

During FY 2024-25, the Company has not issued any securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

In May 2025, the promoter, Sagility B.V. undertook an Offer for Sale (OFS) through stock exchange mechanism, inter alia, to achieve the minimum public shareholding requirement. The Promoter, Sagility B.V., sold 703,000,000 equity shares (representing 15.02% of the total paid-up equity share capital of the Company). Appropriate disclosures were made to the stock exchanges subsequent to the OFS.

The Board of Directors did not recommend any dividend for the year under review.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board has formulated and adopted the Dividend Distribution Policy. The Policy is available on the website of the Company at https:// saqilityhealth.com/wp-content/uploads/2024/06/ Dividend-Distribution-policy.pdf.

No amount is proposed to be transferred to reserves for the Financial Year ended 31^st March 2025.

The Company has not accepted any deposit, including from the public and as such no amount of principal and interest were outstanding as at 31^st March 2025.

Pursuant to Sagility SPA, the Company acquired 49,299.85 shares of common stock of Sagility (US) Holdings Inc., representing 17.55% of its total shares, for USD 133.77 million, effective 31^st May 2024. Simultaneously, the Company issued and allotted 393,991,918 Equity Shares of face value of Rs10 each to Sagility B.V. at Rs28.30 per share, totalling Rs11,150.63 million. The fair value of each share of common stock of Sagility (US) Holdings Inc. was USD 2,713.47, and each of the Company's Equity Shares was valued at Rs28.30, based on valuation reports from PwC Business Consulting Services LLP and Navigant Corporate Advisors Limited dated 22^th March 2024. Actual payment of cash consideration was not involved, and consideration was discharged through a share swap under the automatic route.

Sagility LLC, subsidiary of the Company, acquired Broadpath Global LLC, Broadpath LLC and BHive Holdings LLC (including its subsidiary in Philippines) ('BroadPath, BroadPath Healthcare Solutions'). BroadPath Healthcare Solutions, a US healthcare focused services company, headquartered in Tucson, Arizona, US. BroadPath operates a work-from-home delivery model with over 1600 employees located across the US and Philippines. Its service portfolio includes member engagement, member acquisition, claims and appeals administration, provider enrollment and credentialing.

The Company is a subsidiary of Sagility B.V. (formerly known as 'Betaine B.V') a private limited liability company incorporated under Dutch law, having its official seat in Amsterdam, the Netherlands.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website https://sagilityhealth. com/investor-relations/.

The Company has also formulated a policy for determining 'material' subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The policy is available on the website of the Company at https://sagilityhealth.com/ wp-content/uploads/2024/06/Policy-on-material- subsidiaries.pdf.

A report on the performance and financial position of each subsidiary is outlined in AOC-1 which is annexed to this report as Annexure A.

As on 31^st March 2025, the Board comprised of one Executive Director, three Non-Executive Non-Independent Directors and five Non-Executive Independent Directors (including two Women Independent Directors).

All the independent directors of the Company have provided requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise and experience. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

In terms of the requirements under the SEBI Listing Regulations, the Board has identified a list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement expenses incurred by them to attend the meetings of the Company.

During the financial year, Mr. Ramesh Gopalan (DIN: 00636524) was appointed as Managing Director effective 24^th June 2024. Mr. Anil Kumar Chanana (DIN: 00466197), Ms. Ginger Sue Dusek (DIN: 10642344), Mr. Venkat Krishnaswamy (DIN: 10643175), Dr. William Winkenwerder Jr (DIN: 07279333) and Dr. Shalini Sarin (DIN: 06604529) were appointed as Independent Directors effective 24^th June 2024. Mr. Martin I. Cole (DIN: 10642347) was appointed as a Non-Executive Director effective 24^th June 2024, and Mr. Jimmy Mahtani (DIN: 00996110) was appointed as a Non-Executive Director effective 5^th February 2025, liable to retire by rotation. All appointments were duly recommended by the Nomination and Remuneration Committee and subsequently approved by the shareholders.

Ms. Smitha Vishwanathan Nair (DIN: 07342265), Executive Director, resigned effective 14^th June 2024. Mr. Sanjeev Lakra (DIN: 08881454), Non-Executive Director, and Mr. Sarvabhouman Doraiswamy Srinivasan (DIN: 10052733), Executive Director, resigned effective 24^th June 2024.

The Board met eighteen times during FY 2024-25 details of which are provided as part of the Corporate Governance Report. A necessary quorum was present for all the meetings.

Details of the Board Committees and their composition are provided in the Corporate Governance Report. In FY 2024-25, the Board approved all recommendations submitted by the Audit Committee.

Pursuant to Section 152(6) of the Companies Act, 2013 at least two-third of the total number of Directors of a public company are liable to retire by rotation out of which one-third are liable to retire at every annual general meeting after the meeting at which first directors are appointed. The directors to retire by rotation at the Annual General Meeting shall be those who have been the longest in office since their last appointment. At the Annual General Meeting, at which a Director retires, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto.

Accordingly, Mr. Martin I. Cole, Non-Executive NonIndependent Director (DIN: 10642347), being longest in office since his last appointment, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his reappointment forms part of the Notice.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy forms part of the NRC policy of the company.

The NRC policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and the criteria for determining the remuneration of the directors, KMP, senior management and other employees. The policy for determining the remuneration of the directors, KMPs and other employees is available on our website: https:// saqilityhealth.com/wp-content/uploads/2024/06/ Nomination-and-remuneration-policy-Evaluation-of-Board.pdf

During the year under review, the Managing Director did not receive remuneration from any of the holding or subsidiary company(ies) of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March 2025, are:

1. Mr. Ramesh Gopalan, Managing Director & Group Chief Executive Officer (Appointed w.e.f 24^th June 2024)

2. Mr. Sarvabhouman Doraiswamy Srinivasan, Group Chief Financial Officer (Appointed w.e.f 24^th June 2024)

3. Mr. Satishkumar Sakharayapattana Seetharamaiah, Company Secretary & Compliance Officer

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure B.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investorservices@sagilitv.com.

In accordance with the requirements of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 and loss of the company for that period;

c) The Directors have taken proper and sufficient care 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;

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 such internal financial controls are adequate and were operating effectively and;

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

The Company recognises and embraces the importance of a diverse board in contributing to its success. The Company believes in the conduct of its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and in complete compliance of laws, as amended from time to time. As per various national/international practices, it would also mean that the individuals of the Board should be diverse in background, education, experience, knowledge, thoughts, perspective, functional expertise, independence, age and gender. The Board has adopted the Policy to promote diversity on the Board of Directors, which is available on the website of the Company at https://saqilityhealth.com/wp-content/ uploads/2024/06/Policy-to-Promote-Diversity-on-the- Board-of-Directors.pdf.

The Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for Board Evaluation are duly approved by NRC. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Company Secretary and Compliance Officer. This process is conducted through structured questionnaires which cover various aspects of the Board and Committees' functioning such as adequacy of the composition of the Board and its Committees, individual Board Member's strengths and contribution, execution and performance of specific duties, obligations and governance.

The Company has established a structured Familiarization Programme to ensure that its directors are well-informed about their roles and the Company's operations. Upon appointment, new Directors are provided with key governance documents, introduced to senior management, and briefed on the Company's business, regulatory environment, and their specific responsibilities, particularly those applicable to Independent Directors under relevant laws. Additionally, the Chairman/ the Group CEO & Managing Director offers a detailed overview of the Company's structure, market presence, and internal processes.

BSR & Co. LLP, Chartered Accountants (ICAI Registration No.101248W/W-100022) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold the office from the conclusion of the 1^st (first) AGM held on 21^st October 2022, till the conclusion of the 6^th (sixth) AGM to be held in the year 2027.

The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments. The report of the statutory auditors forming part of the Annual Report does not contain any qualification, reservation, or adverse remark.

Section 204 of the Companies Act, 2013 and Regulation 24A(1)(a) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 inter-alia requires classes of companies to annex with its Board Report, a secretarial audit report provided by the Company Secretary in Practice, in the prescribed format.

The Board appointed Chandrasekaran Associates, Practicing Company Secretaries to carry out the secretarial audit for FY 2024-25. The Secretarial Audit report for FY 2024-25 is annexed to this report as Annexure C.

Observation by the secretarial auditor in his report dated 25^th June 2025 on the compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. "There was a delay in the implementation of a Structured Digital Database (SDD”) and as on the date of this report, the Company is in compliance with the SDD requirement”.

Board response: The Company had obtained subscription to the SDD at the time of filing the Red Herring Prospectus dated 29^th October 2024, with the Registrar of Companies, Bengaluru, in connection with its proposed IPO. The Company's equity shares were listed on BSE Limited and the National Stock Exchange with effect from 12^th November 2024. At that time, the tool was still undergoing testing and became operational on 15^th November 2024. Due to technical challenges in accessing the platform from other geographies, data capture on the SDD was fully completed in December 2024. As confirmed by the secretarial auditor and as of the date of this report, the Company is in compliance with the SDD requirements. The report of the secretarial auditors forming part of this Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A(1)(b)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on recommendation of the Board of Directors of the Company, it is proposed to appoint Chandrasekaran Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company to hold office from the FY 2025-26 to FY 2029-30, subject to the approval of the members at the ensuing AGM.

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

In order to ensure orderly and efficient conduct of business, the Company has put in place necessary and adequate internal control systems and procedures considering its business requirements, scale of operations and geographical spread and applicable status. The systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework etc.

The Company has designed the necessary internal financial controls and systems with regard to adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Ernst and Young LLP is the internal auditor as on 31^st March 2025. The Board is assisted in its oversight role by internal audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board and appropriate corrective actions are taken as required.

The Company has also adopted well thought out and structured delegation of authority and segregation of duties for its operations to provide reasonable assurance with regards to recording and providing reliable financial and operational information, complying with applicable statutes and executing transactions with proper authorization.

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor and mitigate risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Company has a Risk Management Committee chaired by an Independent Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The composition, detailed terms of reference of the Committee and attendance at its meetings are provided as part of the Corporate Governance Report.

The Company's Board oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

The Risk Management policy is available on the website of the Company at https://sagilityhealth.com/wp- content/uploads/2024/06/Risk-Manaqement-Policy.pdf.

The particulars of loans, guarantees or investments, if any, made during the Financial Year ended 31^st March 2025, have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year 2024-25.

In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions and the same is available on its website at https://sagilityhealth.com/wp-content/uploads/2024/06/Policy-on-Materiality-of-RPTs-and- dealing-with-RPTs.pdf. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All transactions with related parties and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior to the commencement of each financial year, omnibus approval is sought from the Audit Committee for such related party transactions which are repetitive in nature, based on the approved criteria. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

During the year under review, there were no transactions for which consent of the Board/shareholders was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. The related party transactions w.r.t Repayment of Principal and Payment of Interest on Non-Convertible Bonds and re-imbursement of Initial Public Offer expenses by Promoter Company viz. Sagility B.V. in terms of the SEBI Listing Regulations for which approval of the Members was sought through Postal Ballot and the results thereof are published on the stock exchange website. Attention of the Members is drawn to note no. 36 of the standalone financial statements setting out the disclosures on related party transactions for FY 2024-25.

Conservation of energy: Sagility is promoting use of renewable energy across all its delivery centers. To the extent possible, the Company is implementing energy efficiency measures and increased the share of renewable energy through Energy Attributable Certificates.

• Occupancy based control on lighting measure

• Energy Meters installed for capturing units (category wise) for further tracking & identifying reduction scope

• Air-conditioning Revamp for vintage units to increase efficiency & reduction of emission with new & less emitting refrigerants units (R32 & R410)

• Occupancy Sensors Cost : Rs 1,465,184/-

• Energy Meters Cost : Rs 360,000/-

• Air-conditioning Units Cost: Rs 13,914,000/-

Technology Absorption: Sagility continues to prioritize efforts to build new capabilities and transform process delivery through the application of various technologies. Working collaboratively across different delivery functions, Sagility is pioneering new capabilities and solutions that take advantage of technology developments in AI, cloud engineering and application development.

With the regular deployment of these technology- enabled services, Sagility is delivering a better customer experience with greater cost savings for its clients. Intelligent data extraction powered by AI and ML and further improved with the addition of Generative AI is resulting in automation of information summarization, work routing, call handling, etc. Sagility's service associates are empowered with tools that assist them with their daily tasks supporting clinical, financial and administrative workflows. These agent assist tools are designed to automatically retrieve relevant information from knowledge repositories, predict which tasks to prioritize and organize information to facilitate a seamless customer experience. These technology- enabled capabilities allow Sagility to reengineer processes to achieve the best outcomes.

Sagility remains committed to advancing its capabilities and transforming process delivery through the strategic application of emerging technologies. By fostering collaboration across delivery functions, Sagility is pioneering innovative solutions that leverage advancements in AI, cloud engineering, and application development.

As these technology-enabled services are regularly deployed, Sagility continues to enhance customer experiences while driving significant cost efficiencies for clients. Intelligent data extraction?powered by AI and ML and further enhanced with Generative AI? is enabling automation in areas such as information summarization, work routing, and call handling.

To support clinical, financial, and administrative workflows, Sagility equips its service associates with intelligent agent-assist tools. These tools automatically retrieve relevant knowledge, prioritize tasks, and organize information to ensure a seamless customer experience.

Crucially, all these innovations are underpinned by a strong commitment to Information Security. Sagility integrates robust security protocols and governance frameworks into every layer of its technology stack, ensuring that data privacy, compliance, and risk mitigation are embedded into every process.

By combining cutting-edge technology with secure, scalable operations, Sagility is reengineering processes to deliver optimal outcomes?safely, efficiently, and intelligently.

Foreign exchange earnings and Outgo: The company is registered with STPI and engaged in export of Services. The Foreign Exchange earned in terms of actual inflows and outgo during the year are as under:

There are no significant material orders passed by Regulators/ Courts/ Tribunals impacting the going concern status and the Company's future operations.

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc.

During the year, the Company conducted various awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training programs on POSH on our virtual learning platform. During the year, the Company conducted training sessions for the ICC members and the HR team.

The Company received 13 sexual harassment complaints in the year, and 11 cases were disposed of during the year. Further, there were 5 cases that were pending for more than ninety days.

The Company hereby confirms compliance with the provisions of the Maternity Benefit Act, 1961.

The Company provides a secure framework to report genuine concerns about unethical behaviour, actual or suspected fraud, theft, bribery, misappropriation of Company funds, financial reporting violations, misuse of intellectual property, mismanagement, significant environmental, safety issues, discrimination, actual or potential conflicts of interest, violation of Company's rules or policies or violation of Code of Conduct of the Company. The Whistle Blower Policy is available on the website of the Company at https://sagilityhealth.com/ wp-content/uploads/2024/06/Whistleblower-Policy- Revised.pdf.

In accordance with SEBI Listing Regulations, the Management Discussion and Analysis, the Corporate Governance Report along with the certificate from the Practicing Company Secretary, and the CEO's Declaration confirming compliance with the Code of Conduct by the Directors and Senior Management are presented as separate sections and do not form part of the Board's Report.

In accordance with the SEBI circular, the Business Responsibility and Sustainability Report (BRSR) will be applicable to the Company from the financial year 2025-26, as the Company was listed on 12^th November 2024. The Company is currently in the process of establishing the necessary systems and processes to ensure timely and effective compliance with the reporting requirements.

There were no amounts pertaining to Transfer of unclaimed / unpaid amounts / shares transferred to the Investor Education and Protection Fund ("IEPF")

During the period under review, Section 148(1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

Sagility India Limited, as a socially responsible corporate entity, is committed to carrying out its Corporate Social Responsibility (CSR) through activities and initiatives that are aimed at the overall development of society with a major thrust on upliftment of the economically and socially weaker communities.

The Company has in place a Corporate Social Responsibility Policy and constituted a CSR Committee, pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Committee was renamed as CSR & Sustainability Committee ("CSR Committee") on 25^th November 2024.

The CSR Committee composition and CSR initiatives undertaken by the Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure D to this Report.

The Policy on Corporate Social Responsibility and Annual Action Plan have been uploaded on to the website of the Company and is available at https://sagilityhealth.com/ wp-content/uploads/2024/06/CSR-Policy.pdf.

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at https://sagilityhealth.com/investor-relations/.

During the year under review, no corporate insolvency application was filed, nor was any proceeding initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company before the National Company Law Tribunal (NCLT) or any other court.

During the year under review, the Company has neither entered into one-time settlement nor availed any loans from banks/ financial institutions, other than the arrangements entered into for day-to-day business operations.

Except as disclosed in this Board's Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of the report.

The Company has commenced the process of changing its name to 'Sagility Limited' to align with its strategic direction and brand identity. The proposed name has been approved by the Registrar of Companies on 18^th June 2025. The Company sought shareholder approval via a postal ballot (from 3^rd July 2025 to 1^st August 2025). Following the receipt of shareholder approval, the Company proceeded with the required filings with the Ministry of Corporate Affairs to formally implement the name change.

During the financial year under review, no material changes have occurred in the nature of the Company's business and generally in the classes of business in which the Company has an interest.

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the 'Meetings of the Board' and 'General Meetings' respectively, as specified by the Institute of Company Secretaries of India and approved by the Central Government.

The Directors place on record their sincere appreciation for the continuous support extended by the stakeholders of the Company.