Sigma Solve Ltd

To,

The Shareholders,

Sigma Solve Limited

Your Directors are pleased to present the 14^thAnnual Report on business and operations of the Company together with the Audited Accounts and the Auditors' Report of your Company for the financial year ended 31^stMarch, 2024.

1. FINANCIAL PERFORMANCE:

Key aspects of Company' financial performance for the financial year 2023-24 is tabulated below:-

[Amount in Lakhs]

2. OPERATIONS REVIEW:

(A) STANDALONE RESULTS

The Company's total income from operations including other income during the financial year ended on 31^stMarch, 2024 was at Rs.2866.86 Lakhs as against Rs.1825.26Lakhs of the previous year. The Company has made Net Profit, after providing depreciation, provision of tax and other adjustments for the year under review, amounted to Rs.420.84 Lakhs.

There has been no change in the nature of business of your Company during the Financial Year 2023-24 Company transfer their shares from SME to Main stock exchange board i.e. BSE and NSE In an effort to enhance the liquidity of our shares and provide better trading opportunities for our shareholders, the Board of Directors has approved the proposal to migrate the Company's equity shares from the SME board to the main board of [BSE and NSE].

Rationale for the Migration:

• Increased Visibility: Listing on the main board will increase the visibility of our Company among institutional investors, analysts, and the financial media.

• Enhanced Liquidity: It is anticipated that the migration will lead to enhanced liquidity and better price discovery for our shares.

• Broader Investor Base: The migration is expected to attract a broader and more diversified investor base, which can be beneficial for long-term value creation.

• Compliance and Governance: The migration signifies our commitment to adhering to higher compliance and governance standards, aligning with our growth and expansion strategies.

(B) CONSOLIDATED RESULTS

During the year under review, the Company's consolidated total income from operations including other income was Rs.6859.33 Lakhs as against Rs. 5726.74Lakhsof the previous year. The Company has made Net Profit, after providing depreciation, provision of tax and other adjustments for the financial year ended March 31, 2024, which amounted to Rs.1932.52.

Company is taking various measures to increase the sales and boost up the profit in coming year.

(C) Financial Statements

Your Company has adopted accounting principles generally accepted in India and the Indian Accounting Standards ("Ind AS") for the first time as notified by Ministry of Corporate Affairs ("MCA") and the relevant provisions of the Companies Act, 2013 and the general circulars issued by the MCA from time to time. The material accounting policies which are consistently applied have been set out in notes to the financial statements.

3. DIVIDEND:

During the F.Y.2023-24 the Company paid final dividend of Rs.0.50/- per equity share, which resulted into an outflow of Rs.51,38,749/- and a dividend payout 26.95% of standalone profits the Company for FY 2022-23.

The Directors have recommended a Final Dividend of Rs. 0.50/-(Fifty Paisa Only) per equity share of Rs.10/-(Ten Only) each, if approved by the Members in the AGM. The said Divided would result into a total cash Outflow of Rs.51,38,749/-(Fifty One Lakh Thirty Eight Thousand Seven Hundred Forty Nine Rupees Only) out of standalone profits earned during the FY 2023-24, resulting in a dividend payout of 12.20% percent of the standalone profits of the Company.

4. TRANSFER TO RESERVE

We do not propose to transfer any amount to general reserve on declaration of dividend.

5. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

As on March 31, 2024 the Company has 1 Subsidiary and 1Associate Company. The Details of the Subsidiary and Associates Companies are as Follows:-

*The Sigma Solve Inc. , Subsidiary Company during the year under review floated a Buy Back and our Company Sigma Solve Limited did not participate in the said Buy Back as a result the holding of the Company has increased from 59.81 % to 100% making the said Foreign Subsidiary as a Wholly Owned Subsidiary.The financial highlights of Subsidiary Company are part of this Annual Report as Annexure- I as prescribed in Form AOC-1.

**The Company has during FY 2023-24 subscribed to 33% equity shares of Sigma Accounting Private Limited which resulted into making the same as Associate to our Company. The said Company was incorporated on 21^st August, 2023 with an objective of developing and carry commercial activities in relation of accounting software. The highlights of Associate Company are part of this Annual report as Annexure-I as prescribed in Form AOC-1.

Also after the closure of the Financial Year the Company incorporate a Subsidiary Company in the name of Rish Info Logistics Private Limited on 16^th April, 2024 by subscribing to 70% of the equity shares of the Company. The said Subsidiary is created with an objective of developing and carry commercial activities in relation of Logistics and Warehousing Software.

6. FIXED DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2024 the Company has six Director comprising of two Executive Directors and four Non-Executive Directors out of which three directors are Independent Director.

Pursuant to Section 152(6) of the Act, Mr. Nitin Pramukhlal Patel (DIN:-08370120)retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for reappointment.

The Board of Directors have proposed to reappointment of Managing Director Mr. Prakash Ratilal Parikh(DIN:-03019773) who was appointed upto the 09^th July, 2029.

The Board of Directors have proposed to reappointment of Whole Time Director Mrs. Kalpana Prakash Ratilal Parikh (DIN:-03019957) who was appointed upto the 09^th July, 2029.

The Board of Directors have appointed Company Secretary Mrs. Dhwani Solanki as on 19^th March, 2024 in place of Mr. Saurabh Shah who resigned from the office of Company Secretary on 14^th April, 2023.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

Pursuant to Section 149(7) of the Act, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.sigmasolve.in

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Act.

KEY MANAGERIAL PERSONNEL

As of the date of this report the KMPs are as follows:-

8. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure-II" to its report.

9. SHARE CAPITAL:

During the year under review, there has been no change in the Share Capital of the Company. The Company's Authorized share capital wasRs.10,50,00,000/- comprising of 1,05,00,000 equity shares of Rs.10/-.

10. BOARD EVALUATION:

Pursuant to the provisions of the Act and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

11. VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.sigmasolve.in.

12. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investor Info/Policies/Code of Conduct. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes in the Company as well as changes in laws which are applicable to the Company at Board meeting held during the year.

14. AUDITOR REPORTS AND AUDITORS STATUTORY AUDITOR'S REPORT

The Board has reviewed the Statutory Auditors' Report on the Accounts of the Company. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Mistry & Shah LLP , Chartered Accountants , Ahmedabad [Firm Registration No.W100683] were appointed as the Statutory Auditors of the Company at the 11^thAnnual General Meeting of the Company held on 17th September, 2021 for a term of five consecutive years from conclusion of the 11th Annual General Meeting of the Company till the conclusion of the 16th Annual General Meeting of the Company.

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, Mukesh H Shah & Co., Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - IV". The report is self-explanatory.

Internal Auditors

Venish A. Sanghvi & Co., Ahmedabad was appointed as an Internal Auditors of the Company for the FY 2023-24. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee. However For FY 2024-25 Dhairya Y. Patel M.B.A, Ahmedabad has been appointed as Internal Auditors of the Company

Cost Record and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

15. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the Actwere in ordinary course of business and on arms' length basis. Details of the transactions pursuant to compliance of section 134(3) (h) of the Act and rule 8(2) of the companies (Accounts) Rule, 2014 are disclosed in the Notes to the financial statements.

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act , as Annexure-III as prescribed in Form AOC-2.

16. BUSINESS RISK MANAGEMENT:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

17. DISCLOSURES:

Number of Board Meetings conducted during the year under review

During year under review Board Meetings were duly convened and held as per the provisions of the Act. Total number of Board meetings convened and held along with dates is mentioned in the Corporate Governance report forming part of the Director Report.

18. DETAILS PERTAINING TO THE CONSTITUTION AND COMPOSITION OF THE BOARD COMMITTEES

As on March 31, 2024, the Board has three Committees: the Audit Committee, the Nomination and remuneration committee and the Stakeholder Relationship Committee. During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report, which forms part of this Integrated Annual Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies' current working and future outlook of as per "Annexure -V".

20. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.

Our Corporate governance report for FY 2023-2024 forms part of this Annual Report. "Annexure VI"

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Act, are given in the notes to the financial statements.

22. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://sigmasolve.in/annual-return/.

23. LISTING OF STOCK EXCHANGE

The Company waslisted on Emerge SME Platform of NSE i.e. NSE EMERGE in the beginning of the year, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015). However, the Company has migrated from SME Emerge Platform to Main Board on 09^thJune, 2023 (i.e. NSE and BSE)

24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Act is not applicable to the Company, as the Company is presently not engaged in any manufacturing activities.

The Foreign Exchange Earnings Rs.2,766.06/- Lakhs and Outgo on account of the operation of the Company during the year was Rs. Nil/-.

25. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the criteria of section 135 of the Act, your Directors needs to inform you that your company does not fall in the ambit of this section.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Act, Directors subscribe to the "Directors' Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31^stMarch, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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 had prepared the annual accounts for the year ended 31^stMarch, 2024 on going concern basis.

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

28. REPORT ON FRAUDS

There were no frauds reported during the year.

29. SEXUAL HARRASEMENT AT WORKPLACE :

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-2024, the Company has not received any complaints on sexual harassment.

30. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the F.Y. 2023-24.

31. SECRETARIAL STANDARDS:

The Director State That Applicable Secretarial Standards i.e. SS-1 and SS-2, relating to meeting of Board of Directors and General Meetings respectively have been duly followed by Company.

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

33. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS:

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

36. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.