S A Tech Software India Ltd Directors Report

To

The Members

S A TECH SOFTWARE INDIA LIMITED

Your Directors have pleasure in presenting the 13 th Annual Report together with the Financial Statement for the financial year from 1 st April, 2024 to 31 st March, 2025 along with the Report of Directors including annexures thereto and Report of Auditors thereon.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended as on 31 st March 2025 is summarized below:

Amount (In Lacs except EPS)

Particulars	31 st March, 2025	31st March, 2024
Income from Operations (Including other Income)	10035.33	7238.15
Depreciation	160.44	83.18
Finance Costs	178.19	279.74
Total Expenses	9085.49	6712.83
Provision for Tax	262.71	-
Profit after Tax	743.75	373.66
Balance carried to Balance Sheet	-	-
Earnings per share	6.33	4.08

2. STATEMENT OF COMPANY AFFAIRS & OPERATIONAL PERFORMANCE:

During the financial year ending on 31 st March, 2025, the Company recorded a total revenue of Rs. 1,00,35,33,000 /- (Previous financial year Rs. 72,37,74,035.73/-) and recorded net profit after taxes of Rs. 7,43,75,000/- (after considering an amount of Rs.1,60,44,000 towards depreciation in accordance with provisions of Schedule II of the Companies Act, 2013) (Previous Year Net profit Rs 3,73,66,000/).

The financial statements for the year ended 31 st March, 2025 forms part of this Directors Report of the Company.

3. DIVIDEND:

The Directors of your Company are of the view that as the Company is undergoing a period of growth, and we require additional capital to further strengthen our operations and elevate the standard of services we provide and hence, the Board of Directors has decided to forego any dividend payments for the current financial year. Instead, they have chosen to allocate the profits towards an expansion plan that will ensure long-term growth and success for the company.

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

Throughout the review period, your Company has maintained its focus on business of providing information and communication technology solutions to its customers across various industries. The Companys operations and practices have remained consistent without any alterations during this period.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company experienced a strong year during FY 2024-25 in the IT staffing/Consulting industry, achieving impressive business growth and strengthening its presence in key markets. 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 Companys long-term vision, ensuring continued progress and achievement of its objectives.

6. EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

Your Company has gone through major events this year the details of which are mentioned below:

1. Listing of Company on NSE Emerge platform

Our Company planned to raise funds through an Initial Public Offer (IPO) as part of its growth strategy. The IPO was successfully completed with strong investor participation and positive market response.

As a result, the Company was proudly listed on the NSE Emerge exchange on 2 nd August 2024. This listing marks an important milestone in our journey, giving us greater visibility, access to capital, and the ability to drive future growth while creating value for our shareholders.

7. LISTING INFORMATION

Stock Exchange	The National Stock Exchange of India
Platform	SME Platform
Symbol	SATECH
ISIN	INE0BSN01013

8. HOLDING COMPANY

As on March 31, 2025, 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.

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

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31 st March 2025

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

During the year under review, the Company did not have any subsidiary, joint venture, or associate company, nor did any company become or cease to be a subsidiary, joint venture, or associate company of the Company.

11. ACCOUNTS OF SUBSIDIARY COMPANIES

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31 st March 2025

12. TRANSFER TO RESERVES:

The profit component after tax is retained in Profit and Loss Account and carried forward to the Balance Sheet for the financial year 2024-25.

13. 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

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no changes have occurred between the end of the financial year, i.e., from 31st March 2025 and till the date of this report, which has or may be affecting the financial position of the Company.

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

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31 st March 2025

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

During the year under review, the Company did not have any subsidiary, joint venture, or associate company, nor did any company become or cease to be a subsidiary, joint venture, or associate company of the Company.

16. ACCOUNTS OF SUBSIDIARY COMPANIES

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31 st March 2025

17. TRANSFER TO RESERVES:

The profit component after tax is retained in Profit and Loss Account and carried forward to the Balance Sheet for the financial year 2024-25.

18. 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

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no changes have occurred between the end of the financial year, i.e., from 31st March 2025 and till the date of this report, which has or may be affecting the financial position of the Company.

19. 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 no change in the composition of the Board. Following are the particulars of appointments and resignations of the Directors of your Company during the Financial Year 2024 - 2025:

Appointment and Resignation of Directors:

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

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.

Name	Designation	Appointment or Resignation	Date
Shyam Sharma	Director	Appointment	01/10/2024
Ritesh Sharma	Director	Resignation	30/09/2024

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.

Name of the Director	Category and Designation	Effective date of Appointment on Board
Ms Priyanka Manojkumar Joshi (DIN 09302795)	Director	01 st November 2021
Mr. Shyam Sharma (DIN 09434393)	Additional Director	1 st October, 2024
Mr. Kaustubh Karwe (DIN 08553122)	Independent Director	9 th November 2023
Mrs. Sarika Sharma (DIN 10245269)	Independent Director	1 st October, 2023

Retirement by Rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible offer themselves re-appointment. In the ensuing Annual General Meeting, Ms. Priyanka Manojkumar Joshi (DIN: 09302795) Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Managerial Personnel and Key Managerial Personnel (KMP) of the Company as on 31 st March, 2025 are as follows:

Name of the MP/ KMP	Designation	Effective date of Appointment
Mr. Manoj Narottam Joshi	Chief Executive Officer	1 st December 2023
Mrs. Bhavin Dinesh Goda	Chief Financial Officer	6 th December 2023
Ms. Arnika Choudhary	Company Secretary & Compliance Officer	9 th November 2023

20. NUMBER OF MEETINGS OF THE BOARD:

13 (Thirteen) meetings of the Board of Directors of the Company were held during the financial year 2024-25 on following dates:

14 May 2024 : 30 May 2024 : 17 June 2024 : 05 July 2024 : 19 July 2024 : 20 July 2024 : 30 July 2024 : 31 July 2024 : 01 August 2024 : 28 September 2024 : 11 November 2024 : 21 January 2024 : 05 February 2025

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	13	11
2.	Shyam Behari Sharma	3	3
3.	Kaustubh Karwe	13	13
4.	Sarika Sharma	13	12
5	Ritesh Sharma	10	10

21. GENERAL MEETINGS:

During the year under review, your Company had conducted its 12 th Annual General Meeting on 20 th July 2024 in Virtual mode as per the guidelines issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively.

22. 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 2025 is as follows:

• AUDIT COMMITTEE:

Composition	Category	Designation
Mr. Kaustubh Karve	Non Executive Independent Director	Chairman
Ms. Sarika Sharma	Non-Executive Independent Director	Member
Mr. Shyam Sharma	Additional Director	Member

NUMBER OF MEETINGS:

Five (5) meetings of the Audit Committee were conducted during the FY 2024-25 on the following dates:

05th July, 2024 19th July, 2024 28th September, 2024 11th November, 2024 05th February, 2025

• NOMINATION & REMUNERATION COMMITTEE:

Composition	Category	Designation
Mr. Shyam Sharma	Additional Director	Chairman
Ms. Sarika Sharma	Non-Executive Independent Director	Member
Mr. Kaustubh Karve	Non-Executive Independent Director	Member

NUMBER OF MEETINGS:

One (1) meeting of the Nomination & Remuneration Committee were conducted during the FY 2024-25 on the following dates:

28 th September 2024

• STAKEHOLDER RELATIONSHIP COMMITTEE:

Composition	Category	Designation
Mr. Kaustubh Karve	Non-Executive Independent Director	Chairman
Ms. Sarika Sharma	Non-Executive Independent Director	Member
Mr. Shyam Sharma	Additional Director	Member

One (1) meeting of the Stakeholder Relationship Committee were conducted during the FY 2024-25 on the following dates: 28 th September 2024

23. 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 2024-25 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).

24. 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.

25. 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.

26. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employees 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, alongwith the Remuneration paid to the Directors including the Managing Director and Key Managerial Personnel of the Company are given in Clause 22 forming part of the Directors Report.

27. 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:

The percentage increase in remuneration of each Director and Chief Financial Officer during the Financial Year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 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. 2024-25	Remuneration during F.Y. 2023-24	% Increase/ (decrease) in F.Y. 2023-24	Ratio of the remuneration to the median remuneration of the employees
Manoj Narottam Joshi	12,00,000	12,00,000	-	0.87 : 1
Bhavin Dinesh Goda - CFO (KMP)	24,00,000	24,00,000	-	1.73: 1
Arnika Choudhary Company Secretary and Compliance Officer (KMP)	9,24,000	7,00,000	32%	0.67: 1
Total Remuneration	45,24,000	43,00,000

Median remuneration for the financial year was Rs. 1,15,417 per month/- (Rupees One Lakh Fifteen

Thousand Four Hundred Seventeen Only) as on financial year ending 31st March 2025.

I. There were 401 permanent employees on the rolls of the Company during the as on financial year ending 31 st March 2025.

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 38.43%.

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:

1. Employed throughout the year -- Nil

2. Employed for part of the year -- Nil

VI. It is affirmed that remuneration paid during the financial year 2024-25 is as per the Remuneration Policy of the Company.

28. 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

29. PUBLIC DEPOSITS

Your 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.

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

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:

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

TECHNOLOGY ABSORPTION:

Sr. No.	Particulars	Brief Description
1	The efforts made towards technology absorption
2	The benefits derived like product improvement, 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 d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Your Company uses latest technology and equipments into the business and is not engaged in any manufacturing activities.
4	The expenditure incurred on Research and development	Your 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 N o	Particulars	As on 31 st March, 2025	As on 31 st March, 2024
1.	Foreign Exchange Earnings	4612.50	1031.95
1.	Foreign Exchange Outgo	-	-

31. CORPORATE SOCIAL RESPONSIBILITY:

The Companys net worth is less than Rs. 500 Crore, the turnover is less than Rs. 1000 crores and its net profit is not more than Rs. 5 Crore. Thus, Company does not belong to the class or classes of Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the rules made there under. Hence the Company is not required to constitute CSR Committee, frame CSR policy or spend amount on CSR as per the provisions of section 135 of Companies

32. 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. 2025-26.

B. Secretarial Auditors:

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 February 5 th , 2025 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-III.

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

i. The auditor in his report:

The observations made by the Statutory Auditors in their report for the Financial Year ended 31 st March 2025 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 following highlighted points:

Observations:

1. According to the information and explanations given to us and the records of the Company examined by us, there are no dues on account of dispute of income-tax, goods and service tax, sales- tax, service tax, duty of custom, duty of excise or value added tax as at March 31, 2025, except following:

Name of Statute	Authority	Amount INR in Lacs
Income Tax Act, 1961	Commissioner of Income Tax (Appeals)	80.

The Company is generally depositing undisputed statutory dues except delay in TDS of Rs.28.33 Lacs (FY 2023-2024 is Rs.3,22.65 Lacs and Interest on TDS is Rs.43.45 Lacs).

2. The related party transactions referred to were carried out in the ordinary course of business and on an arms length basis. However, since the aggregate value exceeded the prescribed limit, prior shareholders approval was required but not obtained during the year. The Board assures that going forward, being a listed company, all such transactions will be placed for shareholders approval as mandated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Managements reply:

1. The Board has acknowledged the observation and will take appropriate actions in near future.

2. The management assured that corrective action has been initiated.

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. (Annexure III)

34. 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.

35. SECRETARIAL STANDARDS:

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

36. DIRECTORS 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 ended 31 st March, 2025 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 31 st March, 2025 and of the profits of the company for that period;

iii. the directors had taken proper and sufficient care for 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 ended 31 st March, 2025 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.

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.

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

There are no significant and material orders that were passed by the regulators or courts or tribunals against your Company.

38. 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

39. 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.

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

The Company has not given any loan as contemplated by section 186 of the Companies Act 2013 during the financial year.

41. RELATED PARTY TRANSACTIONS:

The contracts/arrangements with related parties as specified in sub section (1) of section 188 of the Companies Act, 2013 during the financial year 2024-25 are enclosed in Form AOC-2 as A nnexure - I.

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

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 Companys 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.

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 regarding 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 Harassment Act, the following is a summary of sexual harassment during the financial year 2024- 25:

S. No.	Particulars	Remarks
1.	Number of sexual harassment complaints received in a year.	-
1.	Number of complaints disposed off during the year.	-
1.	Number of cases pending for more than 90 days.	-
1.	Number of awareness programs or workshops against sexual harassment conducted during the year.	-
1.	Nature of action taken by the employer or district officer with respect to the cases.	-

44. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

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

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 Companys 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.

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

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 are enclosed as ANNEXURE - II.

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

Pursuant to the provisions of the Companies Act, 2013, evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board is led by the Chairman of the Board, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board.

The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

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

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

During the Financial Year 2024-25 neither any application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

49. 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.

There was no instance of one-time settlement with any Bank or Financial Institution during the year under review.

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

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

51. 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 the all the SA Tech family members.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
S A TECH SOFTWARE INDIA LTD
Sd-	Sd-
Shyam Sharma	Priyanka Joshi
Director	Director
DIN: 09434393	DIN: 09302795
Date:
04/09/2025
Place: Pune