Saksoft Ltd

Dear Shareholders

Your Directors have immense pleasure in presenting the Twenty Sixth (26¹') Directors' Report of Saksoft Limited together with the Audited Financial Statements for the Financial Year ("FY") ended March 31,2025.

On a Consolidated basis, your Company's turnover increased to Rs. 8,830.09 Million for the current year as against Rs. 7616.25 Million in the previous year, recording an increase of 16%. Your Company's Net Profits Before Tax increased to Rs. 1,419.59 Million for the current year as against Rs. 1282.10 Million in the previous year, recording an increase of 11%.

On a Standalone basis, your Company's turnover increased to Rs. 4,317.44 Million for the current year as against Rs. 3,888.61 Million in the previous year, recording an increase of 11%. Your Company's Net Profits Before Tax increased to Rs. 816.24 Million in the current year as against Rs. 709.30 Million in the previous year, recording an increase of 15%.

Note: The Standalone and Consolidated Financial Statements ofthe Company for the Financial Year ended March 31,2025, 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.

'The Results -'or the Previous Year (PY) include the restated - Financials pursuant to the Merger of Threesixty Logica Testing Services Private Limited; Dreamorbit So'tech Pr'vate Limited and Tera'ast Networks Private Limited with Saksoft Limited.

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

*The Board of Directors had approved Interim Dividend on 11th November DC2- for FY 2024-25.

** The Board of Directors have recommended a Final Dividend of Re 0.40 per share subject to the approval by shareholders v This Dividend is on the post bonus enhanced Capital

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

The Paid-up Equity Capital of the Company as on March 31,2025 stood at Rs. 13,25,51,250

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.

Three of the Indian Subsidiary Companies of Saksoft Limited - namely Threesixty Logica Testing Services Private Limited, Dreamorbit Softech Private Limited and Terafast Networks Private Limited got merged with Saksoft Limited which was approved by the NCLT vide its Order No Order no. CP(CAA)/64(CHE)/2024 read with application no. CA(CAA)/34(CHE)/2024 dated March 21,2025 with an Appointed Date of the Merger as on April 1,2024 and an Effective Date of April 1, 2025.

During the year under review, Saksoft Ltd acquired 100% stake in the following entities:

Augmento Labs Private Limited - Augmento Labs is a Private Limited Company engaged in the business of providing Digital Engineering services for its customers predominantly across US and India. This acquisition will strengthen Saksoft Limited 's capability in the Digital Engineering space and will also provide access to Enterprise clients.

Ceptes Software Private Limited - Ceptes Software Private Limited is a global Salesforce service provider which accelerates the business value of the Customers Salesforce Investment through consultation, digitalization, and innovation. This acquisition will help elevate and strengthen Saksoft's capability on the Salesforce Platform related services and gain access to enterprise customers.

Zetechno Products and Services Private Limited

- Zetechno Products and Services Private Limited is a niche ServiceNow Premier Consulting and Implementation Partner based in Hyderabad offering the entire gamut of Implementation, Support & Maintenance, Upgrades and Custom Applications. This acquisition will help elevate and strengthen Saksoft's Capability on the ServiceNow platform related services and in the areas of IT Service Management.

Merger of three Indian Subsidiaries - Dreamorbit Softech Private Limited, Terafast Networks Private Limited and Threesixty Logica Testing Services Private Limited with the Holding Company Saksoft Limited, during the year under review - The Company entered into a scheme of amalgamation with Dreamorbit Softech Private Limited, and Threesixty Logica Testing Services Private Limited

- wholly owned subsidiaries of Saksoft Limited and M/s. Terafast Networks Private Limited step-down subsidiary of Saksoft Limited with Saksoft Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, which was sanctioned by the National Company Law Tribunal, Chennai Bench ("NCLT") by way of its order dated March 21, 2025 (the "Merger Scheme"). The Merger Scheme provided for, amongst other things, the amalgamation and vesting of the assets, liabilities, and entire business of Dreamorbit Softech Private Limited, Terafast Networks Private Limited and Threesixty Logica Testing Services Private Limited, with the Company, on a going concern basis. The order of NCLT was filed with the Registrar of Companies, Chennai and the Merger Scheme became effective from April 1, 2025 with an Appointed date of April 1,2024.

The Companies, Nanda Infotech and Faichi Solutions Inc entered into a scheme of amalgamation with its Holding Company, Saksoft Inc. The Merger Scheme provided for, amongst other things, the amalgamation and vesting of the assets, liabilities, and entire business of Nanda Infotech and Faichi Solutions Inc, with the Saksoft Inc, on a going concern basis. The Merger Scheme became effective from March 31,2025.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a Statement containing Key results and indicators of the Financial Statements of Subsidiaries is attached to the Consolidated Financia 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/fmancials/.

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

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.

IT Industry is at an inflection point in the current times. With rapid technological changes driven by Artificial Intelligence, the digital landscape is thrown wide open for industry players to vye for uncharted territories, innovate and develop new integrated solutions using disruptive and futuristic technologies Saksoft Group is transforming and re-imagining its Core services to serve its clients better and inculcate collaborative and creative thinking amongst the employee group to hone its skills to be future ready. This move is aimed at sharpening &. deepening client penetration, equip its employees to face the clients with skills and ideas that sell and landing the sales pitch with the right set of clients to showcase its solutions and services capabilities to unlock growth opportunities and build long term engagement models. To begin with, it has consolidated its market segments into four major verticals namely Emerging Verticals, Banking and Financial Services (BFS), Logistics and Commerce in order to enable better internal direction, improve client focus and sharpen its go-to market strategies. This would allow the Group to infuse tailored offerings, employ its resources and infrastructure efficiently and achieve better integration of its sales & delivery engines

Saksoft is transforming into an Artificial Intelligence led Product Engineering Services Company. It has planned investments in the Artificial Intelligence technology domain in the coming year and build a practice around Al led Delivery models. The Group is keen to re-position itself as an Al led Digital Engineering & Services Company. ElevAte-its Agentic Al would reshape its digital software engineering journey to build resilient systems and products, streamline development and accelerate transformation. The Company would focus on skilling up its resources across all entities of the group in Al related technologies and revamp its service offerings built on Al platforms. The Group is eager to take the early jump in the Al space and wants to be future ready, client ready and industry ready.

The market potential for Al based services is upbeat and is expected to transform into a multi-billion-dollar industry in the coming years . We aim to bridge Al enablement with legacy systems and products in the near future and tap the market as a trusted partner for prospective clients. The value propositions would center around Al specialist talent, faster time to market with pre-built Al suite and Al Ecosystem leverage built on the underlying legacy of trust and services expertise of the Group.

Within the Emerging Verticals, we have supported our customers on some of their business-critical projects. For one of our customers, we have built a fully embedded payment platform that offers their end customers a comprehensive and easy way to process payments. The solution prioritizes quality scalability and cross-platform functionality. We are also supporting this customer with a migration, hosting, and support of a key application within Azure cloud environment.

We have also started and continue to support on observability and proactive monitoring for a customer in the cloud storage space. The customer has many data centres across the world. Saksoft is involved in monitoring, analyzing and gaining insights into performance, health of infrastructure, applications and services.

The services provided include Monitoring, Visualization and Dashboards and Data Tracing.

Bespoke Copilot for the legal teams resulting in increased productivity and reduced information retrieval time, Al powered customer compliance questionnaire saving significant time, faster turnaround - from days to hours for processing and so on.

One of our large Telecom client has embarked upon the initiative of transforming the service desk operations to address pain areas, deliver superlative user experience and optimise cost. The overall objectives include providing 360-degree coverage for employee experience across multiple service needs - through self-service, zero touch delivery, omni-channel Ul, automated incident remediation, Gen-AI enabled self-help features.

The year 2024-25 has been a pivotal year for Saksoft's BFS practice, marked by both industry challenges and strong momentum in strategic engagements, particularly with India's largest credit bureau. While the overall fintech landscape experienced regulatory shifts and a more cautious growth curve, our focused investments in the platform modernization, compliance frameworks and multi-cloud solutions like G-Cloud and private cloud have yielded high impact outcomes.

One of our key achievements this year has been the design and rollout of an innovative, regulation-focused compliance solution tailored for one of the leading credit bureaus. This solution was built to help our client stay in full alignment with evolving regulatory standards while improving efficiency data transparency and audit readiness. The new system reduced manual interventions and enabled near real-time compliance tracking through intelligent exception-handling and reporting modules.

We also executed a large-scale platform migration, helping our client move critical workloads across AWS, Google Cloud and private cloud environments. These migrations were completed on time and in some instances, ahead of schedule reflecting our team's deep cloud expertise and strong delivery discipline. The engagement reinforced Fintech's ability to manage hybrid and multi-cloud architectures while maintaining high standards of data integrity and compliance.

Additionally, we have collaborated on exploring use cases in Blockchain for enhancing data security and audit trails and have utilized Big Data architectures to manage and extract insights from massive data volumes across multiple banking functions. Our continued focus has been on integrating scalable platforms that support innovation, while aligning with the bank's strategic priorities, ranging from customer experience transformation to operational efficiency and risk mitigation.

This engagement is a testament to our ability to support Financial Institutions with holistic, industry-aligned, and technology-enabled solutions.

2024-25 has a been a remarkable year when it comes to Al advancements and adoption. Many conversations have centered around Al and with endless possibilities on the horizon, we have hit the ground running and come up with a host Al based accelerators ourselves with many more lined up to come. We have also seen the advent of Agentic Al with all technology companies looking at hyper automation and operational efficiency by making their products Agentic Al enabled.

Talking about Al, the data analytics team is very excited to introduce our own Al led Data Engineering Platform - SolidHub.

Solid Flub - Unlocks data rapidly to make Customers products and platforms intelligent.

A secure Al-driven platform that ingests structured & semi-structured data to create a centralized, optimized data repository-ready for AI/BI and Agentic needs.

• Enables companies to build better data products.

• Strengthen the quality and readiness of data for GenAI use cases.

• Empowers data and Al leaders to move from GenAI pilots to scaling data solutions.

This is continuously being built upon with services like code generation, report level mapping, data lineage and many more to be added to the list of offerings on Solidhub. Based on the feedback from various discussions on SolidHub, we understand that Security and Scale are the primary areas of focus for the organizations today when working with GEN-AI and we have strengthened these capabilities in SolidHub.

We have not limited ourselves to SolidHub though. As an organization we have come up with many Al led accelerators (to name a few):

SakPilot: Coding Assistant

Sakverse: Test coverage and Test Automation assistant

Sakmod: Legacy code conversion assistant

We now have our focus on making products and ISV's Agent ready and plan to deliver a host of accelerators to enable the agentic journey. We are extremely excited to bring more accelerators to the table in the coming weeks with focus on IT Automation & Observability, Cloud Security & Compliance, Cloud Modernization & Migration, Self-healing capabilities, Agents and more.

Taking a closer look at our Al engagement, we have been working on various use cases for one of our esteemed Telecom customers. The first Gen Al implementation was of a Legal bot built using Microsoft co-pilot studio. Not only did we use the out of the box features, but we were also able to customise feedback mechanisms making the bot an instant success in our client's organization. We have also delivered a service desk automation bot (MS copilot studio) and a Q&A compliance agent (open Al full code approach) making us the preferred Al partners for this telecom giant. We have since engaged on an enterprise level with this customer with many projects either in flight or in pipeline with use cases like network optimization, voice analysis, predictive analytics and more.

SAK Verse marks a significant leap forward in modernizing software testing. Leveraging advanced Generative Al, it accelerates the testing lifecycle with automatically generated test cases, offering comprehensive coverage across both core and edge scenarios. The platform fosters cross-functional collaboration by refining user stories with actionable insights and clearly defined acceptance criteria.

With seamless integration into organizational knowledge repositories, SAK Verse delivers consistently high-quality outputs while reducing testing time and cost.

UNITE 2.0 is a powerful low-code test automation platform that brings together ease of use and deep technical flexibility.

With enhanced robustness, reusable components, realtime dashboards, and integrated Test Data Management, UNITE 2.0 ensures efficient, scalable, and reliable test execution. Its seamless CI/CD integration enables continuous testing, while adaptive automation capabilities make it suitable across industries and domains.

UNITEforce extends the power of the UNITE platform to Salesforce applications, offering a tailored automation framework for environments such as Sales Cloud, Service Cloud and Sales Console. Designed to adapt to Salesforce's frequently evolving Ul, UNITEforce ensures stability and accuracy in test execution through reusable scripts and multi-tenant support.

Together, SAK Verse, UNITE 2.0, and UNITEforce represent a holistic and future-ready approach to quality assurance. These platforms streamline processes, enhance crossfunctional collaboration, and drive intelligent automation to deliver faster time-to-market, optimized workflows, and superior software quality across industries. Importantly, SAK Verse and UNITE work in tandem to enable true end- to-end test orchestration—from intelligent test planning to scalable execution.

Saksoft's Salesforce-focused innovation powerhouse (Ceptes), made significant strides in FY 2024-25 by delivering intelligent, Al-led Salesforce solutions that empowered clients across the globe to streamline operations, elevate customer experiences, and accelerate growth. With a growing presence across the US, UK, APAC, Middle East and India. The group expanded its footprint in strategic industries such as BFS, Emerging Verticals and Commerce.

The group's Salesforce specialist services provider (Ceptes) brought together deep Salesforce expertise with cutting-edge technologies, delivering outcomes using:

• Salesforce Data Cloud, Financial Services Cloud, Health Cloud, Agentforce, Platform, Sales Cloud and Service Cloud

• Al & Automation: Agentforce, Einstein Copilot, Al Studio, Flow Builder, Apex, LWC

• Integrations: MuleSoft, custom APIs

• Security & Governance: Salesforce Shield, Platform Encryption, Metadata Impact Analysis

This technology stack enabled us to build scalable, secure, and intelligent digital ecosystems.

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. Further to this an application has been filed with Hon'ble NCLT fo rthe Merger and Hon'ble NCLT has approved the Merger vide its Order CP (CAA)/64(CHE)/2024 in CA (CAA)/34(CHE)/2024 dated March 21, 2025.

Merger of Nanda Infotech and Faichi Solutions Inc - Wholly Owned Subsidiaries with its, Holding Company Saksoft Inc. The Merger Scheme provided for amongst other things, the amalgamation and vesting of the assets, labilities and entire business of Nanda Infotech and Faichi Solutions Inc, with the Company, on a going concern basis. The Merger Scheme became effective from March 31,2025.

There are no other material changes and commitments between 31^st March 2024 and the date of this report having an adverse bearing on the Financial position of the Company.

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

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

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.

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 Requirements) 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, Mr. Ajit Thomas was reappointed as Non-Executive Non-Independent Director of the Company with effect from August 08, 2024. He will be liable to retire by rotation under the provisions of Companies Act, 2013.

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/ Committees of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2025 are: Mr. Aditya Krishna, Managing Director, Mr. Niraj Kumar Ganeriwala, COO & CFO and Ms. Meera Venkatramanan, Company Secretary and Compliance Officer. The disclosures required under Section 197(12) of the Companies Act 2013, are provided in Annexure 2 to this Report.

Mr. Ganesh Chella resigned from the Board as an Independent Director with effect from April 23, 2025 on account of personal reasons.

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

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 Companies Act, 2013 along with the Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

The Board met five times during the Financial Year 2024-25. The details of the Meetings are provided in the Corporate Governance Report that forms part of this Annual Report. The necessary quorum 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.

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) Individual Directors (including Independent Directors and Chairperson) and (iii) Various Committees ofthe 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 SEBI 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 ofthe 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.

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 ofthe composition ofthe Committees, their terms 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.

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" ofthe Corporate Governance Report.

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 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 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.

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 qualifications, positive attributes, Independence of a Director and other related matters as required under Section 178(3) of the Companies Act, 2013 and SEBI Listing Regulations.

The key requirements of the Policy can be found in Annexure 3 to this Report.

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 Companies Act, 2013 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.

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 adequate 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 adequate 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 adequate 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 adequate and effective during FY 2024-25.

None of the transactions with the Related Parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is Not Applicable to the Company for FY 2024-25 and hence does not form part of this Report.

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 requirements. 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.

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 required pursuant to Section 197(12) of the Companies Act, 2013 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

The Company currently administers ESOP Scheme 2009 through Saksoft Employees Welfare Trust. During the year under review, there were no changes to the aforesaid Scheme.

The ESOP Schemes are in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Listing Regulations are available on the Company's website, https://www.saksoft.com/ investor/company-announcements/annual-general- meetings/

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 Sexua 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.

During the year under review

Number of complaints received during the year: Nil

Number of complaints disposed of 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

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.Thesystemsare 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.

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 2025-27.

Pursuant to the amendment in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of Directors have recommended the appointment of M/s Lakshmmi Subramanian and Associates as Secretarial Auditors for a period of five years from FY 2025-25 to FY 2029-30 subject to the approval of Shareholders in the ensuing Annual General Meeting.

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.

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 is attached to this report as Annexure 4 to this Report.

During the year under review, neither the Statutory Auditor 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.

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/

Details of steps taken by the Company to conserve energy through its "Sustainability" initiatives, Research and Development and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

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 equipment. 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.

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 adequate 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 require significant import of technology.

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 (F

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31, 2025, 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.

a. The details relating to deposits, covered under Chapter V of the Companies Act, 2013 - 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 orTribunals impacting the going concern status and the Company's operations in future.

c. The Company has not raised funds through Preferential Allotment or Qualified Institutions Placement during the Financial Year 2024-2025.

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 Proceedings pending as per Insolvency and Bankruptcy Code 2016.

f. Cost Records- the Company is not required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

During the year under review, the Saksoft Group had undertaken GHG assessments for FY 2023-24 covering Scope 1,2 and selective categories of Scope 3 emissions for all existing entities of the Group. The Emissions Study were undertaken by a Third-party Consulting team and Emissions Reporting were subsequently verified by an Independent Assurance Company as per ISO 14064 standards. The Company had achieved reductions in Emissions compared to the previous year as per the Study. The Company had neutralized its Carbon Emissions for FY 2023-24 and continues to remain a Certified Carbon Neutral Company. The Company had offset the Emissions for 2023-24 by purchasing equivalent Carbon Credits associated with Renewable Solar Energy projects.

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.