SagarSoft (India) Ltd Directors Report

MANAGEMENT DISCUSSION ANALYSIS REPORT

DEAR MEMBERS

Your Directors are pleased to present their 28^th Annual Report together with the Audited Stand-alone and Consolidated Financial Statements of the Company for the year ended March 31, 2024.

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, 2024, 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 subsidiary IT CATS LLC, USA which are summarized below:

(Rs.in Lakhs)

	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Income from operations	5513.78	4948.75	15219.18	16415.30
Other Income	285.01	235.59	206.69	243.68
Total Income	5798.79	5184.34	15425.87	16658.98
Total Expenses	5034.07	4675.30	13965.65	15252.47
Profit before
depreciation, interest	764.72	509.04	1460.22	1406.56
and tax
Finance Cost	78.30	84.24	80.42	87.16
Depreciation	199.10	220.30	241.62	259.99
Profit before tax	487.34	204.50	1138.18	1059.41
Provision for Tax	138.91	110.10	327.76	342.64
Prior period taxes	-	1.43	-	1.43
Deferred Tax Asset /
	(23.36)	(43.97)	(23.36)	(47.37)
(Liability) for the year
Net Profit	371.77	136.94	833.78	762.71

DIVIDEND

Dividend is recommended by your Board in the context of the Companys 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 companys website and can be accessed at: https://www.sagarsoft.in/wp-content/uploads/2024/01/ SSIL_Dividend-Distribution-Policy.pdf

Your Board of Directors is pleased to recommend a dividend of Rs.2.00 (20%) per equity share on the 63,92,238 equity shares of Rs.10/- each for the year 2023-24. Which would result in a total outflow of Rs.127.84 Lakhs.

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

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF

Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The amounts of unclaimed /unpaid dividends lying in the unpaid dividend accounts upto the year, are available on our website at www.sagarsoft.in.

TRANSFER TO RESERVES

As no transfer to any reserve is proposed, 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, 2024, 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, 2024 is Rs.5348.41Lakhs as compared to Rs.5176.93 Lakhs as at the end of previous financial year ended on March 31, 2023.

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 growth trajectory for the technology services industry has changed considerably in 2023, and along with the focus has shifted to efficiency with substantial margin improvement.

The software industry experienced a dynamic and transformative period during the financial year 2023-24, characterized by rapid technological advancements, shifting market dynamics. Key trends and developments shaped the industry landscape, driving innovation, competitiveness, and growth. Software-as-a-service continued to dominate the software market, offering scalable, subscription-based solutions that catered to the evolving needs of businesses and consumers. The shift towards cloud-based software deployment models accelerated, driven by the benefits of scalability, accessibility, and cost-efficiency.

Artificial Intelligence (AI) and automation technologies continued to disrupt traditional business models, driving efficiency gains and unlocking new opportunities. From predictive analytics to robotic process automation (RPA), organizations leveraged AI to streamline operations, personalize customer experiences, and drive innovation. AI continued to permeate software development, driving the proliferation of AI-powered applications and tools across various domains.

User experience (UX) emerged as a key differentiator in the competitive software landscape, with organizations investing in intuitive interfaces, responsive designs, and user-centric features to enhance usability and satisfaction. Design thinking principles and UX research methodologies were increasingly integrated into the software development lifecycle to ensure that products met the evolving needs and preferences of end-users.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As you are aware, your Company has acquired 100% stake in IT CATS LLC, USA engaged in the business of IT consulting and staffing with a broad range of technical skills, including but not limited to ERP, client/server and web based application and database development.

IT CATS LLC, USA is the material unlisted 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 60% stake in Sapplica Inc, USA by virtue of which Sapplica Inc has become subsidiary of IT CATS LLC by virtue of which it has become a step down subsidiary 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, 2024, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31, 2024, 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 60% stake in Sapplica INC.

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

COMPANYS PERFORMANCE

During the year, your Company earned a revenue of Rs.5513.78 Lakhs as against Rs. 4948.75 Lakhs in the previous year, registering an increase of around 11.42%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.764.72 Lakhs against Rs.509.04 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.371.77 Lakhs as against Rs.136.94 Lakhs in the previous year.

KEY RATIOS
S.No.	Financial Ratios	2023-24	2022-23	Change %
1	Current ratio__ = current assets / current liabilities	6.61	8.77	(24.63)
2	Debtors Turnover Ratio = Sales / Average Trade Receivables	3.18	3.62	(12.15)
3	Debt equity ratio = (Long- term borrowings + short term borrowings + lease liabilities) / Equity	0.15	0.19	(21.05)
4	Debt service coverage ratio = (Profit after tax + finance cost + depreciation + other adjustments like loss / (gain) on sale of PPE etc) / (finance cost + total debt)	0.70	0.51	37.25
5	Inventory turnover ratio = cost of goods sold divided by average inventory	Not applicable	Not applicable	Not applicable
6	Net profit ratio = Net profit after tax divided by sales	6.74%	2.77%	143.32
7	Operating Profit Margin = Operating profit / Total Revenue	8.84%	4.13%	114.04
8	Return on Networth = Net profit After Tax / Average Equity	7.06%	2.63%	168.44

The increase in ratios is due to increase in profit 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 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 arms 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 2023-24 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 https://www.sagarsoft.in/wp-content/uploads/2022/05/ Policy-on-Materiality-of-Related-Party-Transactions.pdf.

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 responsiveness on the need for operational resilience and enterprise adaptability and also looking for market share expansion.

At a very broad level, our focus areas are: Applications (+ platforms/ products), Infrastructure, Data (& Analytics) and Security. Bringing those 4 components together, we crafted a unique and holistic approach to Digital transformation which we call as Digital DAIS™. Digital DAIS delivers Data and Technology services in a ‘Business first manner; amplifying Business capabilities of our customers and enabling enhanced Business Performance.

OUTLOOK, RISKS AND CONCERNS

The pace of digital transformation across industries is likely to continue accelerating. Companies will increasingly adopt cloud computing, Artificial Intelligence (AI), Internet of Things (IoT), and other emerging technologies to improve efficiency, agility, and customer experiences.

Agile, customer-centric organizations that prioritize innovation, collaboration, and adaptability will continue to thrive in this dynamic and competitive landscape.

Technology industry remained resilient in a year of macroeconomic uncertainties as enterprise software and IT services demand sustained large-scale cost optimization and automation deals. Global tech spending grew slower in CY2023, at 4.4% y-o-y, primarily due to degrowth in hardware and devices. Spending increase was primarily driven by enterprise software and IT services spend that grew nearly 1.1X of the total tech spending. The demand and supply gap for digital tech talent is expected to increase by 3.5 times by 2026.

RISK MANAGEMENT

Sagarsoft (India) Limited has identified a suitable approach and framework for risk management which meets its business, legal and regulatory requirements. The management has decided to adopt the same framework for entire organization. It has a Security Management Group with representatives from all functional team and a representative of the senior management team leads the group. Your Company attaches utmost importance to the assessment of internal risks and the management thereof in all its dealings. The Company is constantly on the lookout for identifying opportunities to enhance its enterprise value and keeping the need to minimize the risks associated with such efforts, every proposal of significant nature is screened and evaluated for the risks involved and then approved at different levels in the organisation before implementation.

Based on severity level of the risk, corrective action is identified and implemented with prior approval from the risk owners and Top Management, wherever applicable. Controls are identified in the Risk Assessment and Risk Treatment. The first step in risk assessment procedure is to identify the list of information and critical information assets in each function. After identification, these information assets are identified with the owner and they are classified based on the functions. To conduct the review, at least one representative from each function is present.

Your Company has adequate system to manage the financial risks of its operations. The system is implemented through imposition of checks and balances of customers, audits like internal audit, statutory and secretarial audit, all of which are periodically carried out through external firms and by adequate insurance coverage for the Companys facilities.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board of Directors are satisfied with the adequacy of the internal control system in force in all its major areas of operations of the Company. The Company has an external firm of Chartered Accountants as Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company and similar matters. Internal Auditors present its report to the Audit Committee. The Audit Committee assists the Board of Directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the Companys auditors including, the financial, internal and secretarial auditors and based on their inputs, the board is of the opinion that the Companys 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. There are total 200 employees in the company as on 31.03.2024. 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; (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

As the term of office of Shri M. Jagadeesh as Managing Director and Shri K.Pradeep Kumar Reddy as Executive Director of the company is expiring on 01^st August, 2024, the resolutions for seeking the approval of the members for their re-appointment, for a further period of 3 years with effective from 01^st August, 2024, have been incorporated in the notice of the Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Kondrella Roopesh and Shri K.Satish Chander 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 reappointment have been incorporated in the notice of the Annual General Meeting of the Company.

On the recommendations of its Nomination and Remuneration Committee, the Board, at its meeting held on May 23, 2024, appointed Shri G.Janardhan Reddy as an Additional Director (Category - Independent) w.e.f. May 23, 2024, for a period of 5 years. Necessary resolution seeking the approval of the members for the said appointment have been incorporated in the notice of the Annual General Meeting of the Company.

During the financial year Shri J.Raja Reddy, Company secretary and Compliance officer of the company has demitted his office as Company secretary and Compliance officer with effect from September 06, 2023. and in his place, the Board of Directors appointed Ms. T Sri Sai Manasa as Company secretary and Compliance office with effect form November 01, 2023.

Except Shri S.Sreekanth Reddy, Promoter of the Company and also 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.N.Hari Mohan 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 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 thereof 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 Companys 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 08, 2024, 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

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.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

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 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. The Secretarial audit report does not contain any qualifications, reservations or any 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

Annual Return in the prescribed Form MGT-7 is available on the Companys website at https://www.sagarsoft.in/wp-content/uploads/2024/05/Form_MGT_7.pdf

NUMBER OF MEETINGS OF THE BOARD

Four Board meetings were held during the financial year 2023-24 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.

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-4of this report in the format prescribed in theCompanies(CorporateSocialResponsibilityPolicy)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 Companys 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 Companys operations in future.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) 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:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive Directors
Shri. M. Jagadeesh, Managing Director	5.37
Shri. K. Pradeep Kumar Reddy, Executive Director & CFO	5.37

*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:

Director, Chief Executive Officer, Chief Financial Officer and	% increase in remuneration
Company Secretary	in the financial year
Shri. S. Sreekanth Reddy
Shri. K. Satish Chander Reddy
Shri. N. Hari Mohan
Smt. Neelima Kaushik	These Directors were not paid any
	Remuneration, other than sitting
Shri K. Roopesh	fee.
Smt. Keerthi Anantha
Shri. K. V. Ramananda Rao
Shri. V. Venkat Ramana
Shri. M. Jagadeesh, Managing Director	5.92
Shri. K. Pradeep Kumar Reddy, Executive Director & CFO.	5.92
Shri. J. Raja Reddy, Company Secretary	Resigned w.e.f Sep 06th 2023
Ms. T Sri Sai Manasa, Company Secretary	Appointed w.e.f Nov 01st 2023

c. The percentage increase in the median remuneration of employees in the financial year: 19.85%

d. The number of permanent employees on the rolls of Company: 200

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 10% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 5.92%.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 companys 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 during the year.

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.

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)

Foreign Exchange Earning	2023-24	2022-23
and Outgo
Foreign Exchange inflow	4758.63	4630.25
Foreign Exchange outflow	8.30	3.48

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 Companys 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 Whole-time Director of the Company received any remuneration or commission from any of the subsidiary companies.

CAUTIONARY STATEMENT

Statements in these reports describing Companys 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
	S.Sreekanth Reddy
Place: Hyderabad	Chairman
Date: May 23, 2024	(DIN: 00123889)