Sasken Technologies Ltd

To the Shareholders,

Your Directors are pleased to present the Thirty Seventh Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Summary

The summary of the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025, is given below:

On a consolidated basis, your Company's revenues from operations for the FY 2025 have increased by 35.6% in rupee terms from Rs. 40,642.74 lakhs in FY 2024 to Rs. 55,091.38 lakhs in FY 2025. The net profits decreased from Rs. 7,873.83 lakhs in FY 2024 to Rs. 5,050.95 lakhs during the year, decrease of 35.9%. This has translated to a Basic Earnings per Share of Rs. 33.30 in FY 2025 vs. Rs. 52.29 in FY 2024.

2. Dividend

Your Directors are pleased to recommend a final dividend of Rs. 13 per equity share of Rs. 10 each for the year under review. During the year, your Company has declared an interim dividend of Rs. 12 per equity share in October 2024. This aggregates to a total dividend of Rs. 25 per equity share for the year ended review.

Your Company is complied with the Dividend Distribution Policy, as adopted in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and available on the website of the Company. A note on transfer of shares and unclaimed dividends to Investor Education and Protection Fund is given in the ‘General Shareholder Information' section, forming part of this Annual Report.

3. Transfer to Reserve

Details of the amount to be carried to reserve is forming part of the Financial Statements.

4. Material changes and commitments affecting the financial position of the Company

There have been no material changes or 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.

5. Business Outlook, Economic & Regulatory scenario and Opportunities

The global business landscape is undergoing a profound transformation, shaped by rapid technological advancements, shifting geopolitical dynamics, and evolving regulatory frameworks. While innovation continues to accelerate across industries, the macroeconomic environment remains complex, with factors such as inflationary pressures, supply chain reconfigurations, and increasing nationalistic policies driving uncertainty. However, the technology sector, particularly in AI, semiconductor advancements, and digital connectivity, remains a key enabler of economic resilience.

At Sasken, our foundation of3World-Class Delivery, Intellectual Integrity, and a Tech-First3approach positions us to navigate these complexities with agility. As enterprises prioritize digital transformation, sustainable growth, and operational efficiency, our expertise in semiconductor solutions, automotive technologies, and AI-driven innovation allows us to deliver cutting-edge engineering services to global clients. The increasing push for semiconductor self-reliance, the rise of software-defined vehicles, and the convergence of AI with embedded systems create strong tailwinds for our business.

India's role in the global technology ecosystem continues to strengthen, with government-backed initiatives fostering a robust semiconductor and electronics manufacturing ecosystem. Regulatory shifts in data security, cyber security, and sustainability compliance also present new challenges and opportunities. Organizations are now seeking greater value from their technology investments, driving a shift towards high-impact, efficiency-driven engineering services. Sasken's strong domain expertise, customer-centric approach, and ability to adapt to changing market needs position us as a preferred partner in this evolving landscape.

Our commitment to sustainable business practices, governance excellence, and environmental responsibility remains steadfast. By leveraging digital collaboration, strengthening cyber security frameworks, and driving operational efficiencies, we ensure business continuity and resilience in an ever-changing world.

As we move forward, our leadership remains vigilant, continuously monitoring global and industry trends to mitigate risks and seize emerging opportunities. With a balanced approach to investment, innovation, and operational scalability, we are well-positioned to drive growth while ensuring business stability. Our ability to remain agile while staying committed to long-term value creation enables us to thrive in today's dynamic economic and technological environment.

For a deeper analysis of our strategic direction and market opportunities, please refer to the3‘Management Discussion and Analysis Report'3and3‘Technology and Markets'3sections forming part of this Report.

6. Share Capital

The present authorized share capital of your Company stands at Rs. 55,00,00,000 comprising of 5,50,00,000 equity shares of face value of Rs. 10 each.

During the year, Company has allotted 43,640 equity shares i.e., on July 31, 2024 – 28,400 equity shares and January 31, 2025 – 15,240 equity shares consequent to exercise of Restricted Stock Units (RSUs) by the employees of the Company pursuant to Sasken Employees' Share Based Incentive Plan 2016. The Company has received listing approval from BSE Limited & the National Stock Exchange of India Limited for the same on August 23, 2024 and February 17, 2025 respectively. The equity shares issued shall rank pari-passu with the existing equity shares of the Company.

Accordingly, the paid-up equity share capital has been increased from 15,077,941 to 15,121,581 equity shares of Rs. 10 each i.e., Rs. 15,12,15,810 as on March 31, 2025.

7. Employees Stock Option Scheme

As of April 1, 2024, 1,56,830 RSUs were granted. During the year, 43,640 RSUs were exercised and allotted to eligible employees, while 23,550 RSUs lapsed.

Accordingly, 89,640 RSUs were effective as at March 31, 2025.

The details of Sasken Employees' Share Based Incentive Plan 2016, including terms of reference, and requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website at www.sasken.com/investors.

8. Deposits

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

9. Particulars 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.

10. Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo

The 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. 11. Risk Management Policy, Internal Control Systems and their adequacy The abnormal working environment which was foisted on your Company due to the pandemic has made us to reassess our risk management practice. Revisiting mitigation plans provided valuable insights which continue to guide our operational practices.

Our risk mitigation practices have stood the testing time periods in the last couple of years. In spite of the hurdles faced, these developments have helped your Company to continue to be committed to excellence in service delivery, customer delight, employee engagement, and welfare.

In the last couple of years, remote working has enabled operations in a significantly improved digital environment. This requires the development of additional internal control systems and mechanisms, which were fast-tracked by the sudden changes. Business Continuity processes were re-examined to ensure seamless customer delivery. Increased Cyber Security processes helped us maintain the same level of vigil to thwart any attempts of intrusion which are common in these times. These measures have helped us maintain customer & project data, confidentiality, and integrity. The Emergency Response Team constituted during the pandemic continues to operate and ensure that we keep business as usual.

Your 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 your Company. All these have helped in ensuring your Company is committed to its Environmental, Social, and Governance principles & practices.

Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations in the changed working environment. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations, if any, and actions taken thereon are reported to the Audit Committee.

The key business risks identified by your Company and mitigation plans are detailed in the Management Discussion and Analysis Report.

The 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.

12. Corporate Social Responsibility

Your 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 CSR initiatives focus on empowering communities, fostering education, supporting women's advancement, and promoting sustainability. By improving access to healthcare & nutrition and implementing eco-friendly practices within our campuses, we address important societal challenges through targeted actions and strategic partnerships.

A detailed and comprehensive coverage of our Sustainability and Corporate Social Responsibility initiatives is provided at www.sasken.com/sustainability and also detailed in this Report.

13. Whistle Blower Policy / Vigil Mechanism

Your 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).

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

During the year, your Company has received 1 complaint and the same is being addressed by the Company as per the said mechanism.

14. Sexual Harassment Redressal Committee

Your Company has complied with the applicable provisions relating to the constitution of Internal 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.

15. Directors 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.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Dr. G. Venkatesh (DIN: 00092085) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for reappointment. A detailed note, profile and explanatory statement for the aforesaid re-appointment is provided in the 37th AGM Notice (Notice).

During the year,

- Mr. Rajiv C. Mody (DIN: 00092037) was appointed as Chairman and Managing Director of the Company for a term of 5 years effective April 1, 2025.

- Mr. Abhijit Kabra stepped down from the position of Chief Executive Officer of the Company effective June 3, 2024 and Mr. Rajiv C. Mody was designated as Chief Executive Officer of the Company effective June 3, 2024 in addition to his existing position of Chairman and Managing Director.

- Mr. Bharat V. Patel (DIN: 00060998) ceased to be an Independent Director of the Company effective from July 18, 2024 following the completion of 2nd term of 5 years. The Board of Directors acknowledged his contribution and guidance provided during his tenure.

15.1 Board Evaluation

Pursuant 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, its Committees, the Chairperson of the Board, and individual Directors. The Nomination and Remuneration Committee has laid down the evaluation framework for assessing the performance of 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.

15.2 Board 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 (upto July 18, 2024)

Ms. Madhu Khatri

Mr. Raja Ramana Macha

Mr. Som Mittal

Mr. Sunil Sachan

Mr. Sunirmal Talukdar 15.3 Nomination & Remuneration Policy

The Policy and the composition of the Nomination & Remuneration Committee have been stated in the Corporate Governance Report.

15.4 Meetings of the Board and its Committees

The 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.

15.5 Business Code of Conduct

The Board has approved a Code which is applicable to the Members of the Board and all the employees. The Code has been 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.

The Board Members and the Senior Management Personnel have confirmed compliance with the Code.

Further, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company had adopted the Code on Fair Disclosure. This is applicable to all Directors, Promoter and Promoter group members, identified Designated Persons, their Relatives and other Connected Persons who are expected to have access to Unpublished Price Sensitive Information relating to the Company.

The Chief Financial Officer is designated as Chief Investor Relation Officer and the Company Secretary is designated as Compliance Officer under the Code on Fair Disclosure.

16. Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained, your Directors confirms the following in terms of Section 134(3)(c) of the Act:

in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no 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, 2025 and of the profit of the Company for the year ended March 31, 2025;

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 are adequate and operating effectively; and

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

17. Subsidiary Companies & Joint Ventures

As on March 31, 2025, your Company has 7 subsidiaries within the meaning of Section 2(87) of the Act.

During the year, two wholly owned subsidiaries were incorporated by the Company viz., Sasken Japan Technologies Co., Ltd. incorporated on May 13, 2024, in Japan and Sasken Designs Solutions Pte. Ltd incorporated on November 21, 2024, in Singapore. Further, Sasken Design Solutions Pte. Ltd, a wholly owned subsidiary of the Company has acquired 100% share capital of the Borqs International Holding Corp with its identified wholly owned subsidiaries on April 8, 2025. Accordingly, the following entities have become Step Down Subsidiaries of the Company effective said date.

1) Borqs Technologies (HK) Limited

2) Borqs Technologies India Pvt. Ltd.

3) New Borqs Technologies (Beijing) Company Ltd.

Sasken Communication Technologies Mexico S.A. De C.V., a wholly owned subsidiary of the Company is under liquidation. There has been no change in the nature of business of the subsidiaries, during the year under review. In accordance with Section 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 accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone 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.

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

Your 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.

18. Auditors

18.1 Statutory 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 38th AGM.

As required 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.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Report. 18.2 Secretarial Auditor and Secretarial Audit Report

Pursuant 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 M/s. J Sundharesan & Associates, Company Secretaries (CP No.: 5164) to undertake the Secretarial Audit of the Company for FY 2025. The Secretarial Audit Report for FY 2025 is annexed herewith as Annexure C. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Board of Directors at their meeting held on April 25, 2025 have approved appointment of M/s J Sundharesan & Associates, Company Secretaries (CP No.: 5164) for a term of 5 consecutive years. The said appointment is placed in the ensuing AGM for approval of the members.

19. Corporate Governance and General Shareholder Information

Your 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 and annexed herewith as Annexure D.

20. Management Discussion and Analysis Report

The 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.

21. Business Responsibility and Sustainability Report

Your 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 Business Responsibility and Sustainability Report (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 .

22. Related Party Transactions

All related 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 Rs. 1,000 crores or 10% of the annual consolidated turnover as per the last audited financial statements, whichever is lower.

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

Your Company has in place a Related Party Transaction 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.

The Company has not entered into any contracts, arrangements or transactions during FY 2025 that fall within the ambit of Section 188(1) of the Act. As required under the Act, the prescribed Form AOC-2 is annexed herewith as Annexure F.

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

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

24. Patents

Demonstrating our continued emphasis on innovation-led growth, we remain steadfast in our pursuit of developing and protecting cutting-edge intellectual property. In FY 2025, we secured a new patent grant from the Indian Patent Office. The patent -3"Method and Apparatus for Human Detection in Images"3discloses an algorithm with a well-defined expert system & machine learning, for processing and classifying images captured via surveillance systems to correctly identify a human presence without relying on facial features.

As of date, a total of 74 patents have been granted to your Company from both Indian and US Patent offices. 25. Quality Certifications

ISO 14001:2015: Your Company is certified for ISO 14001:2015 (Environmental Management System Standard), reflecting our commitment to sustainable practices and responsible corporate citizenship.

ISO / IEC 27001:2022: Your Company is certified for ISO / IEC 27001:2022 (Information Security Management System Standard), reinforcing our commitment to safeguarding stakeholder information, cybersecurity, and data privacy, including Intellectual Property (IP). This certification ensures confidentiality, integrity, and availability of classified information while sensitizing employees to its importance.

ISO / IEC 27701:2019: Your Company holds ISO / IEC 27701:2019 (Privacy Information Management System Standard) certification, demonstrating our commitment to protecting Personally Identifiable Information (PII) and fostering a strong data privacy culture within the organization.

ISO 9001:2015: Your Company is certified for ISO 9001:2015 Quality Management System Standard (QMS), which provides a structured framework based on the Plan-Do-Check-Act lifecycle. This ensures consistent quality in deliverables across customers, vendors, shareholders, and regulatory bodies while meeting statutory and compliance requirements.

CMMI - Dev – V2.0 - ML3: Your Company follows industry best practices for continuous improvement in delivery systems and processes. Our Sasken Delivery Platform (SDP) serves as an integrated engineering workbench and project management system. Sasken's QMS has been assessed at Maturity Level 3 under the CMMI - Dev – V2.0 framework.

ASPICE - v3.1- CL3: Your Company has achieved Capability Level 3 certification in ASPICE v3.1 (Automotive Software Process Improvement and Capability Determination), a key framework for evaluating software-based systems in the automotive industry. This milestone highlights our pursuit of excellence in software development processes.

TISAX: Your Company is certified for TISAX? (Trusted Information Security Assessment Exchange), which ensures compliance with automotive industry security standards. The certification covers all processes and resources involved in the collection, storage, and processing of sensitive information.

Additionally, Sasken's processes comply with technology-specific standards such as TL9000 R5.5/5.0, ISO 21434 (Cybersecurity Engineering in Road Vehicles), and ISO 26262 (Automotive Functional Safety). Our QMS and practices align with global data privacy regulations, including EU-GDPR, UK-GDPR, CCPA, Japan APPI, and India's Digital Personal Data Protection Act (DPDPA). 26. Consolidated Financial Statements The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India and are forming part of this Report.

27. Annual Return

The Annual Return of the Company is available on the website of the Company - www.sasken.com/investors. 28. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. 29. Particulars of Employees The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure G.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as 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.

30. Acknowledgement

The Directors express their gratitude to the various Regulatory Authorities, Organizations, and Agencies for their continued support and cooperation. They also extend their sincere thanks to all stakeholders of the Company, including customers, shareholders, dealers, vendors, banks, and other business partners. The Directors appreciate the contributions made by the employees of the Company.