S A Tech Software India Ltd Directors Report

To,

The Members

S A TECH SOFTWARE INDIA LIMITED

Y our directors present the 14th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March 2026, the Directors Report (including the annexures thereto) and the Independent Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS:

The Company s financial performance for the financial year ended as on 31 st March 2026 is summarized below:

Amount (In Lacs except EPS)

	Standalone Performance	Consolidated Performance
Particulars	31 st March, 2026	31st March, 2025	31 st March, 2026
Income from Operations (Including other Income)	11320.40	10035.3	11333.52
Depreciation	167.14	160.44	173.20
Finance Costs	216.24	168.5	217.24
Total Expenses	10621.04	8756.55	10633.44
Provision for Tax	99.25	208.66	98.89
Profit after Tax	216.74	743.75	210.74
Balance carried to Balance Sheet	-	-	-
Earnings per share	1.66	6.33	1.61

2. DIVIDEND:

The Directors of your Company are of the view that, as the Company is in a growth phase and requires additional capital to st rengthen its operations and enhance the quality of services, it would be prudent not to recommend any dividend for the financial year under review. The Board has decided to retain the profits for expansion and long-term growth of the Company.

3. RESERVES:

The profit component after tax is retained in Profit and Loss Account and carried forward to the Balance Sheet for the financial year 2025-26.

4. PERFORMANCE OF THE COMPANY

This was the year of Innovation, Sustainability, and Transformation for the Company. Company managed to overcome the challenging environment and achieved revenue growth of approximately 12.8% during FY 2025-26 despite a challenging business environment. With a clear focus on delivering quality services, the Company successfully expanded its client base while maintaining long-standing relationships built on trust and reliability.

The Directors have established an efficient and forward-looking management system that has contributed to the overall development of the Company, its employees, and other stakeholders. With consistent efforts and strategic initiatives, the Board has been able to drive sustainable growth and ensure the Company remains competitive.

Significantly, the Company has expanded its operations in the GCC region, positioning itself as a trusted partner in a rapidly growing market. The Board remains committed to implementing strategies that align with the Company s long-term vision, ensuring continued progress and achievement of its objectives.

5. STATEMENT OF AFFAIRS

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR). MDAR for the year under review, as stipulated under Regulation 34 of Listing Regulations, is presented in a separate section forming part of this Annual Report as Annexure IV

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the Company continued to operate in the areas of IT staffing and consulting, payroll processing, recruitment services, and Global Capability Centre (GCC) solutions. As part of its long-term growth strategy, the Company further strengthened its focus on the GCC segment, with particular emphasis on opportunities in AI Consulting and Product Engineering. These initiatives are aimed at expanding the Companys capabilities and enhancing its presence in domestic as well as international markets. There has been no material change in the nature of the Companys business during the year under review.

7. EVENT BASED DISCLOSURES

During the year under review, the Company has gone through few events as mentioned below:

The Company changed its registered office from its existing premises to Poloroche Business Avenue, Office No. 101, 1st Floor, Airport Road, Opp. Symbiosis Law School, Viman Nagar, Pune - 411014, effective 19 December 2025.

The Company also initiated a corporate restructuring process by filing a Scheme of Amalgamation with Mindpool Technologies Limited before the Stock Exchange on 29 December 2025. The Stock Exchange issued an Observation Letter dated 6 April 2026, conveying its noobjection to the proposed Scheme in accordance with applicable SEBI and Stock Exchange requirements.

8. PUBLIC DEPOSITS

Y our Company has not accepted or renewed any deposit from the public or members of the company within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

9. SHARE CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2026, stands at Rs 13,05,72,810 /-. As on March 31, 2026, none of the Directors of the Company holds instrument convertible into equity shares of the Company. During the year under review, the Company has not issued any shares with or without differential voting rights or issued sweat equity shares.

10. DETAILS OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

As on 31 st March 2026 your Company has wholly owned subsidiaries named S A Tech Leasing India Private Limited and S A Tech Software INC

Particulars	S A Tech Leasing India Private Limited
1 Corporate Information:	Incorporation date: 28/06/2025 Country: India Registered office (as on date of report): Office No. 101, 1st Floor, Poloroche Business Avenue Airport Rd, Opp. Symbiosis Law School, Viman Nagar, Pune - 411014
2 Current Nature of business	Leasing and rental of equipment, machinery, vehicles, and other movable and immovable assets.
3 Capital Structure	10,000 shares of Rs.10 each (paid up)
4 Effective date of acquiring shares or date of remittance	15/07/2025
5 Shareholding as on 31st March 2026	The Company holds 9,999 equity shares of Rs10 each in the subsidiary, and the remaining 1 equity share of Rs10 is held by Ms. Priyanka Joshi as nominee of the Company. Therefore, the subsidiary remains a wholly owned subsidiary of the Company.
6 Revenue details	The revenue for the financial year ended 31 st March 2026 is 1.745 million, this being first year of business. This constitutes 0.16% of gross consolidated revenue of your Company.

Particulars	S A Tech Software INC
1 Corporate Information:	Incorporation date: 28/06/2025 Country: Delaware, USA Registered Office: Legalinc Corporate Services Inc.131 Continental Drive, Suite 305 Newark, DE 19713 County of New Castle, Delaware, USA.
2 Current Nature of business	IT consulting
3 Capital Structure	1500 shares of $ 0.01/- each
4 Effective date of acquiring shares or date of remittance	The wholly owned subsidiary is yet to commence business operations, and no capital has been infused by the Company into the subsidiary as on the date of this Report.
5 Shareholding as on 31st March 2026	Wholly Owned Subsidiary 1500 Shares of $ 0.01/- each equivalent to 100% of paid-up capital
6 Revenue Details	NIL

The details regarding the financial statements of the said subsidiaries have been furnished and attached to this Report as Annexure I in Form AOC-1.

During the year under review, S A Tech Leasing India Private Limited and S A Tech Software INC became wholly owned subsidiaries of the Company. No company ceased to be a subsidiary, joint venture or associate company of the Company during the year.

Further, as on March 31, 2026, your Company continues to operate as a subsidiary of S A Technologies Inc., USA, which serves as its holding company. Being part of the S, A Technologies group provides the Company with a strong strategic and financial foundation, enabling access to global resources, advanced technological expertise, and a well-established network of clients across various geographies.

11. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Company wishes to disclose that the Board of Directors was reconstituted at the Board Meeting held on 15th June 2026. During the period under review, the following changes took place in the composition of the Board and Key Managerial Personnel (KMP):

? Mr. Ritesh Ramavtar Sharma - Director Appointment with effect from 15th June 2026

? Mr. Manoj Narottam Joshi - Director Appointment with effect from 15th June 2026 Resignation from position of CEO with effect from 12th June 2026

? Mr. Sunil Punamchand Jain - Independent Director Appointment with effect from 16th June 2026

? Mr. Bharath Raj - CEO Appointment with effect from 16th June 2026

? Mr. Shyam Behari Sharma- Director Cessation with effect from 10th June 2026

The following changes occurred subsequent to the approval/signing of the financial statements and prior to the date of the Annual Report

Further, the Company filed an application before the Honble National Company Law Tribunal (NCLT) on 7th August 2026 for approval of a Scheme of Arrangement.

Except for the aforesaid changes and developments, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year, i.e., 31st March 2026, and the date of this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive and non-executive directors, including Independent Directors. During the year under review, there has been change in the composition of the Board.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Following are the particulars of appointments and resignations of the Directors of your Company during the Financial Year 2025 - 2026: Appointment and Resignation of Directors:

The following are details of appointments and resignation of Directors during the financial year:

Name	Designation	Appointment or Resignation	Effective Date
Sarika Sharma	Independent Director	Resignation	03-09-2025
Mayur Chandrakant Chokshi	Independent Director	Appointment	01-10-2025
Aditya Sitaram Joshi	Director	Resignation	31-10-2025

1. NUMBER OF MEETINGS OF THE BOARD:

9 (Nine) meetings of the Board of Directors of the Company were held during the financial year 2025-26 on following dates:

19-May-2025 05-June-2025 25-June-2025 16-July-2025 31-July-2025 04-September-2025 13-November-2025 19-December-2025 31-March-2026

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1.

The Directors Attendance in meetings of the Board were as follows:

Sr. No.	Name of Director	No. of Board meeting
		Eligible to Attend	Attended
1.	Priyanka Manojkumar Joshi	9	6
-	Shyam Behari Sharma	9	9
3.	Kaustubh Karwe	9	9
4.	Sarika Sharma	5	2
5	Aditya Joshi	8	2
6.	Mayur Chandrakant Chokshi	3	3

2. GENERAL MEETINGS:

During the year under review, your Company had conducted its 13 th Annual General Meeting on 30 th September 2025 in physical mode as per the guidelines issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively.

3. COMMITTEES OF BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

? Audit Committee of Directors

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

Details of the composition, role of the Committee and number of meetings held for respective committees as on 31 st March 2026 are as follows: Audit Committee:

Composition	Category	Designation
Mr. Mayur Chandrakant Chokshi	Independent Director	Chairman
Ms. Kaustubh Narayan Karwe	Independent Director	Member
Mr. Shyam Sharma	Director	Member

Number of Meetings: Nine (9) meetings of the Audit Committee were conducted during FY 2025-26 on the following dates:

19-May-2025 05-June-2025 25-June-2025 16-July-2025 30-July-2025 04-September-2025 13-November-2025 19-December-2025 30-March-2026

Nomination and Remuneration Committee

Composition	Category	Designation
Mr. Kaustubh Narayan Karwe	Independent Director	Chairman
Mr. Shyam Behari Sharma	Director	Member
Mr. Mayur Chandrakant Chokshi	Independent Director	Member

Number of Meetings: Two (2) meetings of the Nomination & Remuneration Committee were held during FY 2025-26 on the following dates: 04-September-2025 30-March-2026

Stakeholders Relationship Committee

Composition	Category	Designation
Mr. Kaustubh Narayan Karwe	Independent Director	Chairman
Mr. Shyam Behari Sharma	Director	Member
Mr. Mayur Chandrakant Chokshi	Independent Director	Member

Number of Meetings: One (1) meeting of the Stakeholder Relationship Committee conducted during the FY 2025-26 on the following date: 30-March-2026

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies Act, 2013 and the rules thereunder, your Company has duly received the declaration of Independence from all the Independent Directors during the financial year 2025-26 and that the said declarations were placed before the Board.

The Board further ensures that all the Independent Directors of the Company were/are eligible to be appointed as the Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA).

14. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance Disclosure are not applicable to the Companies listed on the SME platform. Hence your Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to have the de-mat suspense account neither unclaimed suspense account.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure- IV hereto and forms part of this Report.

16. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee s remuneration and other details, required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, along with the Remuneration paid to the Directors including the Managing Director and Key Managerial Personnel of the Company are given in Clause 17 forming part of the Directors Report.

17. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

i. The percentage increase in remuneration of each Director and Chief Financial Officer during the Financial Year 2025 -26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows

: Name of Director / KMP	Remuneration during F.Y. 2025-26	Remuneration during F.Y. 2024-25	% Increase/ (decrease) in F.Y. 2024-25	Ratio of the remuneration to the median remuneration of the employees
Manoj Narottam Joshi CEO(KMP)	12,00,000	12,00,000	-	-
Bhavin Dinesh Goda - CFO (KMP)	24,00,000	24,00,000	-	-
Arnika Choudhary Company Secretary & Compliance Officer (KMP)	9,66,000	9,24,000	4.55%	0.04: 1
T otal Remuneration	45,66,000	45,24,000

Median remuneration for the financial year was Rs. 90,000 per month/- (Rupees Ninety Thousand Only) as on financial year ending 31st March 2026.

i. There were 547 permanent employees on the rolls of the Company during the as on financial year ending 31 st March 2026.

ii. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

iii. Change in the total remuneration of Directors and Key Managerial Personnel during the year under report in comparison to last year is specified in the table above.

iv. The turnover of the Company has increased by 12.71%.

v. The Particulars of the employees who are covered by the Provisions contained in Rule 5(2) and Rule 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a. Employed throughout the year -- Nil

b. Employed for part of the year -- Nil

vi. It is affirmed that remuneration paid during the financial year 2025 -26 is as per the Remuneration Policy of the Company.

18. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company. The web link for the policy is as follows: https://www.satincorp.com/investors

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Sr. No.	Particulars
1	The steps taken or impact on conservation of energy
2	The steps taken by your Company for utilizing alternate sources of energy
3	The capital investment on energy conservation equipment.

Brief Description

As required pursuant to the provisions of Companies Act 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:

CONSERVATION OF ENERGY:

Your Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy.

During the year, the Company followed the hybrid working policy and provided the option to all the employees to work from office or remotely based on their preference, resulting in reduction of energy consumption.

We also take appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / installation / upgradation of energy saving devices. During the period under report no new energy consumption equipment was required to be installed.

TECHNOLOGY ABSORPTION:

Sr. No.	Particulars	Brief Description
1	The efforts made towards technology absorption	Y our Company uses latest technology and equipment s into the business and is not engaged in any manufacturing activities.
2	The benefits derived like product improve ment, manufacturing activities, cost reduction, product development or import substitution
3	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a) The details of technology imported b) The year of import c) Whether technology been fully absorbedRs If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
4	The expenditure incurred on Research and development	Y our Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review, the Company has the following Foreign Exchange Earnings & Outgo:

(Rs in Lacs )

S. No.	Particulars	As on 31 st March, 2026	As on 31 st March, 2025
1.	Foreign Exchange Earnings	4,871.63	4,612.5
2.	Foreign Exchange Outgo	21	3.5

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company has been undertaking Corporate Social Responsibility (CSR) initiatives on a voluntary basis for several years. These activities are carried out in accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

During the previous financial year, the Companys net profit exceeded Rs5 crore, thereby making the CSR provisions applicable. Accordingly, the Company spent approximately ^12,39,701 towards eligible CSR activities during the year.

As the Companys CSR expenditure does not exceed Rs50 lakh, the constitution of a separate CSR Committee is not required under the applicable provisions of the Act. Consequently, the responsibilities of the CSR Committee were discharged by the Board of Directors.

The CSR Policy of the Company is available on its website and can be accessed at: https://www.satincorp.com/investors

21. AUDITORS

A. Statutory Auditors:

The members have appointed M/s Katariya and Munot, Chartered Accountants, (Firm Registration No. 128438W) in their 10 th Annual General Meeting held on September 30 th , 2022 for a period of five (5) consecutive years i.e. till the conclusion of the 15 th Annual General Meeting of the Company to be held in F.Y. 2026-27 and conduct audit for the F.Y. 2026-27.

B. Secretarial Auditors:

22. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Shalin J & Associates, Bhopal(Membership No 66257, CP No. 24703) in their Board Meeting held on March 31st, 2026, to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report in form MR-3 is provided as Annexure-V .

i. The auditor in his report:

The observations made by the Statutory Auditors in their report for the Financial Year ended 31 st March 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark during the period under review.

However, the audit report has the contained emphasis of matter

In both Standalone and Consolidated Report

a) The Company had initiated arbitration proceedings against Bihar Rural Livelihood Promotion Society and others in relation to contractual claims. The arbitration order has been received in favour of the Company. Based on the award and expert legal opinion, an amount of Rs370.45 Lakhs has been recognised as Billing in Progress in the financial statements. Further claims towards interest and other consequential amounts aggregating to Rs773.71 Lakhs, as per contractual terms, are contingent upon the final outcome of proceedings before the Honble Patna High Court and accordingly have not been recognised in the financial statemen ts.

Management s Reply: The Arbitrator has awarded the degree in favour of company; however, the opponent has challenged the same with the Bihar High Court and Company is still waiting for final decision

b) The Company has not regularised export trade receivables amounting to Rs586.26 Lakhs outstanding for more than six months under the provisions of the Foreign Exchange Management Act, 1999. The impact, if any, arising from such non-regularisation has not been assessed by the Company. Our opinion is not modified in respect of the above matters.

Management s Reply: The Company is seeking expert advice regarding the outstanding export receivables in compliance with FEMA regulations and is concurrently taking appropriate steps to recover the dues. The Company has initiated the process of realizing the outstanding export receivables and continues to actively pursue recovery efforts

ii The company secretary in practice in his Secretarial Audit Report:

The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark during the period under review.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB - SECTION (12) OF SECTION 143:

The Auditors have not reported any offence involving fraud committed against the Company by the officers or employees of the Company under sub section (12) of section 143, to the Audit Committee or the Board.

24. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to Section134 (5) of the Companies Act, 2013, the Directors confirm that:

(i) In the preparation of the annual accounts for the year ending 31st March 2026 the applicable accounting standards had been followed

along with proper explanation relating to material departures;

(ii) 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 31st March 2026 and of the profits of the company for that period;

(iii) the directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts for the period ending 31st March 2026 on a going concern basis.

(v) 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.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

(vi) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

27. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company within prescribed the time after the ensuing Annual General Meeting of the Company at: https://www.satincorp.com

28. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities as carried out by the Company.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY:

Particulars of loans, guarantees and investments covered under Section 186 of the Act, form part of notes to the financial statements under Note 18 named short term loans and advances.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company and its Related Parties are on an arm s length basis an d in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee for its review and approval. Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form No. AOC-2 which is annexed as Annexure II to this report.

Related Party disclosures as per AS 18 have been provided in Note 31 to the financial statements. The Related Party Transaction Policy has been displayed on the Company s website at: https://www.satincorp.com/investors

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERNECE TO THE FINANCIAL STATEMENTS:

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

The Company has appointed an Internal Auditor in its Board Meeting to review and strengthen its internal financial control systems. Based on the reports of the Internal Auditor, the Board is of the opinion that the Company s internal financial controls with reference to the financial statements are adequate and operating effectively, and that the Company has duly complied with the provisions of Section 138 of the Companies Act, 2013 regarding the mandatory appointment of an Internal Auditor.

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Pursuant to Harassment Act, the Company has setup Internal Complaints Committee ( ICC ) to redress complaints received regard ing sexual harassment. It has set forth the guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. All women employees (permanent, temporary, contractual and trainees) are covered. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the following is a summary of sexual harassment complaints during the financial year 2025-26:

. Particulars	Remarks
1. Number of sexual harassment complaints received in a year.	-
2. Number of complaints disposed off during the year.	-
3. Number of cases pending for more than 90 days.	-
4. Number of awareness programs or workshops against sexual harassment conducted during the year.	-
5. Nature of action taken by the employer or district officer with respect to the cases.	-

33. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Company s Whistleblower Policy encourages Directors and employees to bring to the Company s attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Company s operations, business performance and / or reputation.

34. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCY OF A DIRECTOR:

The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company s Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

35. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

The Nomination & Remuneration Policy adopted by the Board on the recommendation of NRC enumerates the criteria for assessment and appointment / re-appointment of Directors, Senior Management personnel on the basis of their qualifications, knowledge, skill, independence, professional and functional expertise. The NRC Policy is enclosed as ANNEXURE - III

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Direct ors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The performance review of Non-Independent Directors, the Chairperson and the Board was conducted by the Independent Directors. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Independent Directors to obtain the Directors inputs on the effectiveness of the Board/Committee processes. The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

36. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

In the opinion of the Board, the Independent Directors appointed during the year possess the requisite integrity, expertise, and rich experience, including proficiency, required for effectively discharging their duties and responsibilities as Independent Directors of the Company.

38. THE 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.

During the Financial Year 2025 -26 neither any application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

39. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender- inclusive workplace.

40. ACKNOWLEDGEMENTS:

The Board wishes to place on record its thanks for the assistance and support extended by all Government Authorities, State Bank of India, shareholders, consultants, customers, suppliers and consultants all other stakeholders of the Company.

Your directors express their appreciation for the dedicated and sincere services rendered by all the SA Tech family members.

For & on Behalf of Board of Directors
S A Tech Software India Ltd
Sd-	Sd-
Manoj Joshi	Priyanka Joshi
Director	Director
DIN: 09351328	DIN: 09302795
Date: 20-08-2026
Place: Pune