DEAR MEMBERS

Your Directors' are pleased to present their 30 th Annual Report together with the Audited Stand-alone and Consolidated Financial Statements of the Company for the year ended March 31,2026.

STATE OF COMPANY AFFAIRS AND FINANCIAL RESULTS

The discussion on the financial condition and results of operations of your Company for the year ended 31 st March, 2026, which are summarized below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notes thereto of Sagarsoft (India) Limited and its subsidiaries IT CATS LLC, USA which are summarized below:

(Rs.in Lakhs)

DIVIDEND

Dividend is recommended by your Board in the context of the Company's overall profitability, free cash flow, capital requirements and other business needs as well as the applicable regulatory requirements read with the dividend distribution policy adopted by your company, which is available on your company's website and can be accessed at: https://www.sagarsoft.in/wp-content/uploads/2024/01/ SSIL Dividend-Distribution-Policy.pdf

of Rs.1.50 (15%) per equity share on the 63,92,238 equity shares of Rs.10/- each for the year 2025-26. This would result in a total outflow of Rs.95.88 Lakhs.

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the Company transferred the unclaimed and unpaid dividend of Rs.14,15,942/- to I EPF. Further 2,72,628 corresponding equity shares on which dividends were

Your Board of Directors is pleased to recommend a dividend

unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed/unpaid dividends lying in the unpaid dividend account up to the year, and the corresponding equity shares, which are liable to be transferred, are provided in the Shareholder information section of the corporate governance report and are also available on our website, at www.sagarsoft.in

TRANSFER TO RESERVES

As no transfer to any reserve is proposed and accordingly, the entire balance available in the statement of Profit and Loss is retained in it.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs. 10/- each.

PAID-UP SHARE CAPITAL

As on 31 st March, 2026, the paid up capital of the company is Rs.6,39,22,380/- consisting of 63,92,238 equity shares of Rs.10/- each and there was no change in the share capital of your company during the year under report.

UTILISATION OF FUNDS COLLECTED THROUGH PREFERENTIAL ISSUE

Pursuant to the approval accorded by you at the 25 th Annual General Meeting held on 07 th July, 2021, your board had allotted 8,32,238 Equity shares at an issue price of Rs.254/- per share. Out of which, 6,32,238 equity shares were allotted for consideration other than cash for acquisition of IT CATS LLC and balance 2,00,000 equity shares for cash and accordingly raised a sum of Rs.5.08 crores through the above allotment and the same was being utilized, inter-alia, for investment.

Further details as required under Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time (hereinafter to be referred as "Listing Regulations") regarding the collection and utilization of the funds referred to, have been given in Point No. 10(vii) of the Report on Corporate Governance, which forms part of the Annual Report.

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ended March 31,2026 is Rs 5,681.37 Lakhs as compared to Rs.5,660.71 Lakhs as at the end of previous financial year ended on March 31,2025.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid repetition in the Directors' Report and the Management Discussion and Analysis Report, the information under these reports is furnished below, as a composite summary of the performance of the various aspects of the business of your Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian technology industry continued to demonstrate resilience and adaptability amid evolving global macroeconomic conditions and rapid technological shifts. The sector is expected to grow by approximately 6.1% in FY2026-27, with industry revenues projected to reach nearly USD 315 billion, driven by sustained demand for AI-led transformation, cloud modernization, engineering R&D services, cybersecurity, and Global Capability Centres (GCCs).

India has further strengthened its position as a preferred global technology and innovation hub, supported by a strong digital ecosystem, scalable talent base, and increasing enterprise adoption of AI and automation technologies. GCC expansion continued at a significant pace during the year, with India hosting over 2,100 GCCs serving global enterprises across BFSI, healthcare, retail, manufacturing, telecom, and engineering sectors. These centres are increasingly focused on product engineering, AI, analytics, platform development, and innovation-led services.

Technology spending continues to shift towards enterprise software, cloud infrastructure, data engineering, cybersecurity, and AI-enabled solutions. Investments in data centres, sovereign cloud infrastructure, and AI computing capabilities have accelerated, supported by increasing digital consumption and enterprise modernization initiatives. Industry analysts expect India's IT spending to continue growing steadily, led by application modernization, automation, AI integration, and enhanced cybersecurity investments.

Artificial Intelligence, particularly Generative AI and Agentic AI, emerged as a major transformation driver during the year. Enterprises are increasingly moving from pilot projects to scalable AI deployments integrated across business operations, customer engagement, software development, and decision-making processes. Indian technology service providers are expanding capabilities around AI, data platforms, cloud engineering, and intelligent automation to address evolving customer requirements.

The domestic digital economy continues to expand rapidly, supported by increased digital adoption across enterprises, government initiatives, fintech growth, digital public infrastructure, and rising e-commerce penetration. The convergence of cloud, AI, data analytics, cybersecurity, and digital engineering is expected to create significant longterm opportunities for technology service providers.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

IT CATS LLC, USA is the material unlisted subsidiary and Elite Computer Consultants L.P. is the material unlisted step down subsidiary. Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company, https://www.sagarsoft.in/wp- content/uploads/2022/05/Policy-on-Material-Subsidiary. pdf

During the year IT CATS LLC, USA, has acquired 51% stake in Sarral Global INC, USA. Consequently, Sarral Global INC became subsidiary of IT CATS LLC and accordingly, a step down subsidiary of your company.

Further, IT CATS LLC, a subsidiary of your company, holds:

- 60% stake in Sapplica INC,

- 51% stake in Sarral Global INC, and

- 100% stake in Elite Computer Consultants L.P.

Accordingly, Sapplica INC, Sarral Global INC, and Elite Computer Consultants LP have become step-down subsidiaries of your company.

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries as at March 31,2026, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31,2026, forms part of this Annual Report.

Pursuant to section 129 (3) of the Companies Act, 2013 a statement containing the salient features of the financials of the above mentioned subsidiaries have been given in Form AOC-1 as Annexure 1 to this report.

Your Company does not have any Joint Ventures or Associate Companies.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, IT CATS LLC, USA, subsidiary of your company, has acquired 51% of stake in Sarral Global INC, which become a step down subsidiary of your company.

with Companies (Indian Accounting Standards) Rules, 2016 issued by the Ministry of Corporate Affairs, have been followed in preparation of the financial statements of the company.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2, which forms part of this report.

All related party transactions entered into during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the company with the promoters, key management personnel or other designated persons that may have potential conflict with the interests of the Company at large. All related party transactions had prior approval of the Audit committee and were later ratified wherever required and obtained shareholders' approval as and when required.

During the year 2025-26 your Company had not entered into transactions with any person or entity belonging to its promoter / promoter group, which holds 10% or more shareholding in the Company.

POLICY ON TRANSACTION WITH RELATED PARTIES

Policy on dealing with related party transactions is available on the website of the company at https://www.sagarsoft. in/wp-content/uploads/2022/05/Policv-on-Materialitv-of- Related-Party-Transactions.pdf

COMPANY'S PERFORMANCE

During the year, your Company earned a revenue of Rs.4865.75 Lakhs as against Rs.5672.52 Lakhs in the previous year, registering an decrease of around 14.23%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.418.46 Lakhs against Rs. 739.50 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.128.73 Lakhs as against Rs. 364.86 Lakhs in the previous year.

There were no Companies which are ceased to be its subsidiaries, joint ventures or associate companies during the year.

DISCLOSURE OF ACCOUNTING TREATMENT

The applicable Accounting Standards as notified from time to time under Section 133 of the Companies Act, 2013 read

'includes other income

The change in the aforesaid ratios as compared to the previous financial year is mainly on account of reduction in revenue from operations during the year. Since the Company major operating costs could not be reduced in the same proportion as the decline in revenue. Consequently, profitability during the year was adversely impacted, resulting in significant variation in profitability and return-related ratios.

OPPORTUNITIES AND THREATS

We believe the investments we have made, and continue to make, in our people, skillsets & technology as part of our strategy, will enable us to advise and help our clients as they tackle these challenging market conditions.

OUR STRATEGY

Sagarsoft continues to focus on strengthening its digital capabilities and enhancing operational agility to address evolving customer requirements in a rapidly changing technology landscape.

Our strategic priorities remain centered around Applications, Infrastructure, Data & Analytics, Cloud, AI-enabled transformation, and Cybersecurity services. Through Digital DAIS™, our integrated Digital Transformation framework, we continue to deliver technology-led business solutions with a "Business First" approach that enables customers to improve operational efficiency, scalability, innovation, and customer experience.

The Company continues to invest in emerging technology capabilities including Artificial Intelligence, Generative AI, Data Engineering, Cloud Modernization, Automation, and Cybersecurity solutions to align with changing enterprise technology priorities. We are also focused on strengthening customer relationships, expanding service capabilities across key industry verticals, and improving delivery efficiency through automation and innovation-led execution models.

In view of increasing enterprise demand for outcome-based digital transformation programs, the Company remains committed to building scalable, future-ready solutions that help customers accelerate modernization initiatives while improving business resilience and competitiveness.

OUTLOOK, RISKS AND CONCERNS

The long-term outlook for the technology industry remains positive, driven by sustained enterprise investments in digital transformation, cloud adoption, AI integration, cybersecurity, data modernization, and automation initiatives. Enterprises across industries are increasingly prioritizing technology-led operating models to improve agility, productivity, customer engagement, and operational resilience.

Artificial Intelligence and automation are expected to significantly reshape technology spending patterns and service delivery models over the coming years. Enterprises are increasingly focusing on AI-led productivity improvements, platform-based services, and outcome- driven engagements. Demand is expected to remain strong in areas such as cloud transformation, cybersecurity, data engineering, AI integration, digital engineering, and managed services.

At the same time, the industry continues to face certain challenges including global macroeconomic uncertainties, geopolitical developments, delayed discretionary spending, pricing pressures, evolving regulatory requirements, and

increasing competition for specialized digital talent. The rapid pace of AI adoption may also alter traditional workforce models and require continuous investments in reskilling and capability enhancement.

The technology industry is also witnessing a structural transition from headcount-led growth to productivity-led and innovation-led growth models. Organizations that can effectively combine domain expertise, AI-enabled delivery, cloud capabilities, cybersecurity, and agile execution are expected to remain better positioned in the evolving market environment.

The Company continues to closely monitor market conditions and remains focused on operational efficiency, customer centricity, talent development, innovation, and prudent risk management to navigate the evolving business environment while pursuing sustainable long-term growth opportunities.

RISK MANAGEMENT

Sagarsoft (India) Limited has identified a suitable approach for risk management aligned with its business objectives. The Management continues to review and strengthen the framework across the organization to ensure effective identification, assessment, monitoring and mitigation of risks.

The Company has constituted a Security Management Group comprising representatives from various functional teams, led by a member of the senior management team. The Company attaches significant importance to identifying internal and external risks and managing them effectively in all its operations and business dealings. While pursuing opportunities for growth and enhancement of enterprise value, the Company ensures that all proposals of significant nature are evaluated for associated risks and are approved at appropriate levels before implementation.

Based on the severity and impact of identified risks, corrective and preventive actions are determined and implemented with the approval of risk owners and senior management, wherever necessary. Appropriate controls are identified through the Risk Assessment and Risk Treatment processes. The risk assessment procedure begins with identification of critical information assets across functions. These assets are mapped to designated owners and classified according to their functional relevance. Periodic reviews are conducted with participation from representatives of all key functions to ensure continuous monitoring and improvement of the risk management process.

The Company has adequate systems and processes in place to manage financial and operational risks associated with its business activities. Such systems are supported by established checks and balances, customer due diligence processes, periodic internal, statutory and secretarial audits conducted by independent external firms, and adequate insurance coverage for the Company's assets and facilities.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board of Directors is satisfied with the adequacy and effectiveness of the internal control systems prevailing across all major areas of operations of the Company. The Company has appointed an independent firm of Chartered Accountants as Internal Auditors to review and evaluate the effectiveness of internal controls, adherence to approved policies and procedures, operational efficiency and compliance with applicable laws and regulations.

The Internal Auditors periodically submit their reports to the Audit Committee for review. The Audit Committee assists the board of directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the Company's auditors including, the financial, internal and secretarial auditors and based on their inputs, the board is of the opinion that the Company's internal controls are adequate and effective.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realise their full potential. Your Company is committed to providing all its employees with a healthy and safe work environment.

Your Company is organizing training programmes wherever required for the employees concerned to improve their skill. They are total 165 employees in the company as on March 31,2026. Employees are also encouraged to participate in the seminars organized by the external agencies related to the areas of their operations.

SEXUAL HARASSMENT

Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013, the Company has an Internal Complaints Committee. No complaints were received or disposed off during the year under the above Act and no complaints were pending either at the beginning or at the end of the year. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were 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 period;

(iii) 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri K.Satish Chander Reddy and Shri K. Pradeep Kumar Reddy will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions seeking the approval of the members for the said re-appointment have been incorporated in the notice of the Annual General Meeting of the Company.

Smt Neelima Kaushik, successfully completed her second consecutive term as an Independent Director of the Company and stepped down from Board as its Member on 11 th November, 2025. Your Board has placed on record its appreciation of the valuable guidance and contributions received from her during her tenure and conveyed its best wishes for her good health and an active, fulfilling life in the years ahead.

On recommendation of the Nomination and Remuneration Committee, your Board of Directors on 13 th January, 2026 appointed Ms. Kanakadhra Srinivasan as Independent Director of the company for a period of 5 years w.e.f 13 th January, 2026 and subsequently the appointment were approved by the shareholders through postal ballot passed on 19 th March, 2026.

Your Board, pursuant to the recommendation made by its Nomination and Remuneration Committee, and taken in to account her vast experience in the area of finance, skills, knowledge and the substantial contribution made during her tenure has recommended the re-appointment of Smt. Keerthi Anantha as an Independent Director to hold office for a second term of five years with effect from 10 th November, 2026. The resolution seeking the approval of the

members for the above said re-appointment have been incorporated in the notice of the annual general meeting of the company.

Except Shri S.Sreekanth Reddy, Promoter of the Company and also who is a Director in Sagar Cements Limited, whose transactions with the Company have been reported under the related parties disclosure under notes to the accounts and Shri K. Satish Chander Reddy, to the extent of shares held by them, details of which have been given elsewhere as annexure to the report, none of the other non-executive/ Independent directors has had any pecuniary relationship or transactions with the Company, other than the receipt of sitting fee for the meetings of the Board and Committees hereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company's Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience & expertise in industry knowledge, financial & corporate governance and they hold highest standards of integrity.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on February 12, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

AUDITORS

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the statutory auditors of the Company by the shareholders at their 26 th Annual General Meeting held on 20 th June, 2022, to hold office from the conclusion of the said Annual General Meeting till the conclusion of the 31 st Annual General Meeting to be held in the year 2027, at

such remuneration as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

STATUTORY AUDITORS' REPORT

The auditors' report on the financial statements of the Company which is part of this report does not contain any qualifications, reservations or any adverse remarks.

SECRETARIAL AUDITORS

M/s. B S S & Associates, practicing Company Secretaries (Firm Registration No. 3744) who were appointed as Secretarial Auditor of the Company by the shareholders at their 29 th Annual General Meeting held on 07 th July, 2025 for a term of five years will be holding their said office from the conclusion of the said Annual General Meeting till the conclusion of the 34 th Annual General Meeting to be held in the year 2030, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said firm.

SECRETARIAL AUDITORS' REPORT

In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the Company under the said Section is given in the Annexure-3 , which form part of this report is self-explanatory and therefore do not call for any further comments.

The Secretarial Audit Reports does not contain any qualification, reservation, or adverse remarks.

SECRETARIAL STANDARDS

Your 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 from time to time and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements at appropriate places.

ANNUAL RETURN

The draft Annual Return in the prescribed Form MGT-7 is available on the Company's website and the link for the same is https://www.sagarsoft.in/wp-content/uploads/2026/06/ Draft MGT-7.pdf

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings were held during the financial year 2025-26 and the gap between two consecutive meetings did not exceed one hundred and twenty days. Details of these meetings of the Board as well as its committees have been given in the Corporate Governance Report, which forms parts of the Annual Report.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

CREDIT RATING

During the year under review, your company has not obtained any credit rating as the same was not applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company along with the initiative taken by it are set out in Annexure-4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company, https://www.sagarsoft.in/wp-content/uploads/2024/05/ SSIL CSR Policy.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance Report.

Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management personnel. A gist of the policy is available in the Corporate Governance Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of directors have carried out an evaluation of its own performance and of its committees as well as its individual directors on the basis of criteria such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues and functioning etc.,

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments between the end of the financial year and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

c. The percentage increase/(decrease) in the median remuneration of employees in the financial year: 1.2%

d. The number of permanent employees on the rolls of Company: 168

e. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 14% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 2.05%.The managerial remuneration is as per the approval accorded by the Nomination and Remuneration Committee of the Board and Shareholders.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and Regulation 22 of Listing Regulations and the said policy is available on the company's website at https://www.sagarsoft.in/wp-content/uploads/2022/05/ SSIL-Whistle-Blower-Policy.pdf

DEPOSITS FROM PUBLIC

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.

INSURANCE

All the properties of the Company have been adequately insured.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial throughout the year under review.

REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 read with Schedule V(C) of Listing Regulations, the Report on Corporate Governance is given as part of this report.

COMPLIANCE CERTIFICATE

A certificate as stipulated under Schedule V (E) of the Listing Regulations from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with a report on Corporate Governance.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Internal Audit of the Company is regularly carried out by an external firm of chartered accountants to review the internal control systems and processes. The Internal Audit Reports along with recommendations contained therein and their implementations are periodically reviewed by Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS

During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Rules made there under.

MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act, for any of the services rendered by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:

(A) Conservation of Energy

The Company makes conscious efforts to reduce its energy consumption though its nature of operations are not energy intensive. Some of the measures undertaken by the Company on a continuous basis during the year are stated below:

(i) Steps taken or impact on conservation of energy:

i. Rationalization of usage of electrical equipments - air-conditioning system, office illumination, desktops.

ii. Regular monitoring of temperature inside the buildings and controlling the air-conditioning System.

(ii) Steps taken for utilizing alternate sources of energy:

Usage of energy efficient illumination fixtures.

(iii) Capital investment on energy conservation equipments: Nil

(B) Technology absorption, Adoption and Innovation

: Nil

(C) Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

(Rs.in lakhs)

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company takes proactive measures in the development and implementation of a Risk Management Policy with due consideration of the elements of risks which, in the opinion of the Board, may threaten the very existence of the Company's business being;

(i) Financial;

(ii) Legal and regulatory;

(iii) Operating and

(iv) Commercial risks.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

a. There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise etc.

b. There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

c. No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

d. There was no instance of one time settlement with any bank or financial institution.

e. Neither the Managing Director nor the Wholetime Director of the Company received any remuneration or commission from any of the subsidiary companies.

CAUTIONARY STATEMENT

Statements in these reports describing Company's projections statements, expectations and hopes are forward looking. Though, these expectations etc., are based on reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the valuable co-operation extended to the Company by all the Investors, Clients / Customers, Vendors, Bankers, Regulatory and Government Authorities and Business associates for their continues support and cooperation extended to the Company. Your Board also takes this opportunity to place on record its appreciation of the contributions made by its employees at all levels and last but not least, of the continued confidence reposed by you in the Management.

For and on behalf of the Board Sagarsoft (India) Limited