saksoft ltd Directors report

Your Directors take immense pleasure in presenting the Twenty Fourth (24th) Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2023.

1. BUSINESS OPERATIONS AND STATE OF AFFAIRS

a. Business Operations – A Detailed overview

Financial Performance:

We are pleased to look back at yet another Year where we stayed true to our commitments. The revenue for Year stands at Rs. 6656.04 Mn, reflecting an increase of 38.54% compared to the previous Year. The Net Profit for the Year stands at Rs. 819.78 Mn, which shows a growth of 29.58% compared to last Year.

SAKSOFT JOURNEYING TO A JUBILANT QUARTER OF INDUSTRY PRESENCE:

Saksoft is marching into its "golden quarter" of a journey time in the industry with a steady growth in market cap and a notch up in the ranking of the listed entities group. This bodes well not only for the investors who have thrown in their hats and remained with the Company during its growing years, but the all-weather set of Clients who have placed their unwavering trust and association with Saksofts capabilities, who have pushed and shaped the Companys stable delivery practices and partnered on the journey with us. The clients have entrusted their digital landscape transformation in the capable hands of Saksofts expert team of thinkers and we ensure we come up with a solution plan that works to bring in the desired change in methodologies.

This results in informed and improved decisions reflecting in better market preparedness for our Clients. The post-pandemic times seem to have reset the ecosystem and ushered in an era of challenges. Whilst on one hand we see technology ruling the minds and action of everything big and small, we are also witnessing the altered use of it to pose threats and impediments by dark actors in the netherworld. Technology never stands still nor does the global economy and tech leaders and their teams are dealing with uncertainties in both areas in 2023.

From trimming budgets to tackling ever changing and growing cyber-security threats, we are facing challenging times. Tech companies today are driving and living disruption. You are either the disruptor or the disrupted. Becoming a future ready organization is crucial for thriving in the age of digital disruption. At Saksoft we truly believe in adapting to changes and spotting opportunities in risks. This has led us to add service areas around Cloud Native Solutions, Modern data Architectures, Meta Data driven designs, API ingestion frameworks, IoT based solutions, Data Analytics, AI capabilities, Assurance Device labs, OTT & Codeless Web test automations, Cyber Security mapping & advisory and Integrated Networking Architecture to name a few. We have also expanded our delivery capabilities in Fin-Tech, Health-Tech and Reg-Tech verticals to deepen our services scope for clients and help us win new accounts.

2023 has been the year of tech lay-offs. With an uncertain economy and shrinking budgets companies are grappling with the aftershock for months and this has brought to the fore of making technology work more and address the gaps thrown by these global factors. Remote working is here to stay, but the crux lies in blending it with advanced tools and platforms to strengthen its robustness and enable productivity in the new realm. Achieving ease of operations and seamless employee interactions should be the center of the idea as this model continues to be a revenue generator.

Companies are following hybrid models of working and the success lies in dissecting and nurture contributors to do more This would help build a culture of inclusiveness and walk along with the resources to chart growth stories using diverse delivery models. Saksoft has an employee friendly work culture that has led to it being certified as a ‘Great Place to Work". We dont believe in downsizing workforce, rather we would prefer to find ways to cross- skill and provide challenging opportunities to our resources.

We are staring down at a global slowdown and a possible recession hitting in the near future. It necessitates businesses to make wise financial investment decisions in the days to come with utmost prudence and get creative to add to the bottom-line. This would require Companies to look inwards and up their cross -sell quotient by staying client-obsessed and employee-focused. Customer experience should be the key driving each departments actions. It is also important to foster a strong culture while maintaining rapid growth by constantly clarifying the companys objectives and improving the communication between leadership and contributors.

With the perceived threats of economic downturn affecting businesses and individuals alike often featuring in leadership forums and analyst interactions, we are seeing a shift in the attitude and mindset of the market in general and the psychology of users. There is a lenience towards exercising caution and prioritizing budget spends. This has led businesses to balance innovations with a thrust on protecting the existing business models. It has re-shaped the methods of communicating value propositions to the users. We shall continue to keep Customers and their transformational needs as the focal points of our value chain by moderating our sales pitch as required to suit their budgetary plans without dropping the guard on technical quality.

This year also saw the new beast in the town -ChatGPT and other AI engines altering the tech-scape and changing the entire IT and tech ecosystems. It will be a challenge and opportunity for every IT organization to build and enhance their delivery points to provide conversation-led, structured responses. We are hearing noises in the market and cryptic opinions about AI as a threat to conventional operating models and humanity at large. If we look back down the technology lane, change seems to be the driver and as long as it is for the betterment of the larger society, such new advents have been lapped up by the global community. We shall be looking deep within into our AI capabilities and see how to strategically fit them in the solution build process.

The current challenging times have pushed companies to take a closer look at their vendors with budgets getting impacted and cyber security allocations gaining momentum. It has become imperative to assess vendors with overlapping capabilities and turn inwards to see if there is a possibility to leverage in-house talent to bridge the requirements.

Finally the road to the eons is not looking all bleak, there are newer and multiple ways of tapping technologies to upgrade the solutions and take the users into confidence towards adopting better methods of existing and doing business as a constant benchmark. We have to build an inclusive and diverse ecosystem that is futuristic, yet vigilant to present demands, but the soul of each endeavor should imbibe the interests and well-being of current and future generations. This would keep the industry alive and receptive to technology sways and pick the best ones for moving ahead. Saksoft shall constantly strive to grow its business and market presence with a mix of indigenous service innovations and strategic buy-outs from the market to connect with a large set of users. Our vision for growth is at the right pace and in the right direction which should help us break market barriers in terms of business and revenue size and put us in the league of long term trusted players

DATA-UNLOCKING GROWTH

This year has been great for the Data Analytics team especially in terms of increased foot print around Cloud solutions, Modern data Architectures, IOT bases data solutions, Data Engineering solutions, Business intelligence solutions, Data Science and AI capabilities. Our integrated team for Data engineering and Analytics has delivered technically evolved data projects across the world incorporating robust design, modern techniques and agile delivery framework.

Data Sources are no longer static. We have developed a meta data driven - Single Data Extract( SDE) framework to allow for rapid and dynamic ingestion of changing source feeds with minimal development effort and quick turnaround time. This cuts down the sprint with respect to development lifecycle and helps build aggressive project plans.

We have made progress on the AI/ML capabilities with our teams showcasing their extensive expertise across multiple machine learning methods like traditional machine learning, computer vision, natural language processing, product engineering and reinforcement learning. The teams proficient work on ML ecosystem and use of advanced ML algorithms combined with the right AI techniques have helped our customers across industries to enhance customer experience, drive innovation, take data driven decisions and formulate targeted marketing strategies.

CLOUD AND CYBER SECURITY PRACTICE-WARD OFF CYBER THREATS

We are seeing a lot of interest towards cloud enablement in the market. We have built capabilities and offerings around Cloud Solutions like Meta Data driven design and development, API ingestion framework. We help chart the on-prem to Cloud migration roadmap and devise Azure hub/Spoke configuration for BI & Data programmes which translates to an administratively light and economically sound model for our Clients. This has helped to position ourselves as the right solution partner for Cloud adoption. We have strategic partnerships with leading Cloud platform providers and are able to align the best option to our Clients.

The increased sophistication of Cyber Attacks is matter of concern for various industries in todays times. Attackers are using advanced mechanisms such as social engineering and ransomware to gain access to sensitive data. Companies have realized the need to implement advanced security technologies and invest in Cyber security infrastructure upgrades. This also involves educating the employees about cyber security periodically and designing a robust incident response plan. We have built a strong MDR team and practice around Cyber Security who are adept in Cyber security methodologies and strengthened the set up with workable solutions and tools like Cortex and Palo Alto. The best part is that we are operating it on a shared services model which enables Clients to enjoy the benefits of pay-per-use options without having to allocate funds for their own infrastructure set up.

CREDIT MANAGEMENT EXPERTISE -TO OUR CREDIT

Saksoft is a seasoned player in the Credit Management space. We have worked with leading Fintech and Credit Management companies and continue to service them with our strategic solutions in the areas of Application development, Automation Testing ,Production Support, Cloud assessment and Cloud migration. These are aligned with SAFe Agile practices and principles. We have helped our clients restructure and integrate their systems though Cloud based initiatives covering identity & Access management, API gateways and platform migration. This optimises license spends, enhances overall data security and operate the environment on a lighter cost model. We also have capabilities to provide services around Live chat integration, CaaS Splunk integration for Micro Finance, platform based analytics for Debt Services and Dark web monitoring. We understand the regulatory implications and sensitivity of the Fintech line of business and this reflects in our overall solution build that stands testimony to the longevity of our Client relationships.

TESTING -AN ASSURANCE FROM OUR SIDE

Saksoft has an established Testing practice that combines advanced frameworks, reporting portals, Device labs, OTT Automation, Reusable regression packs and other evolving methodologies that can be blended into the solution bundles to strengthen the overall operating effectiveness and achieving a high level of customisation for our Clients. Our old workhorse UNITE is a pervasive framework that can co-exist with our Clients system architectures and solutions stack to watch over their productiveness and changing technology landscapes and ensure the core objectives and planned outcomes continue to be realised. Together with our other Testing frameworks STAQK and SAQAMA we offer an end-to-end solution lifecycle to help our clients plan their digital roadmap and continuous advancements to expand their business reach. Our Testing team assures quality of the highest levels in the industry bringing in their varied domain expertise into play and accelerate the development strategies to fructify by aligning the right set of methodologies to enhance the impact of client initiatives for business growth.

2. FINANCIAL AND RELATED DISCLOSURES

a. Financial Summary

The abridged comparative results of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023 and March 31, 2022 are as follows:

	Consolidated Results (Rs. in mn)			Standalone Results (Rs. in mn)
	Year ended March 31 2023	Year ended March 31 2022	Growth	Year ended March 31 2023	Year ended March 31 2022	Growth
Total Revenue	6656.04	4804.30		2093.93	1598.75
Other Income	94.30	110.72		81.69	127.68
Total Income	6750.34	4,915.02	37.34%	2175.62	1726.43	26.02%
Operating expenses	5574.51	4,014.04		1773.81	1318.05
Operating Profits	1175.82	900.98	30.51%	401.81	408.38	(01.61)%
Depreciation	99.63	69.38		48.21	42.42
Interest and Finance Charges	21.82	27.77		8.33	20.72
Net Profit before Tax	1054.38	803.83		345.27	345.24
Tax	234.61	171.21		66.79	73.01
Net Profit after Tax	819.78	632.62	29.58%	278.49	272.23	2.30%

b. Results at a glance

(Amount in Rs. Million)

Particulars	Consolidated		Standalone
	FY 22-23	FY 21-22	FY 22-23	FY 21-22
Total Income	6750.34	4,915.02	2175.62	1,726.43
Operating expenses	5574.51	4,014.04	1773.81	1,318.05
Net Profit after Tax	819.78	632.62	278.49	272.23
Basic EPS	8.18	6.34	2.64	2.59

c . Transfer to Reserves:

The Company has not made any transfer of amounts to General Reserve during the year. d. Dividend

During the year under review, the Company recommended/declared dividend as under:

Particulars	FY 22-23	FY 21-22
	Dividend per share (Face Value per share Re. 1/-)*	Dividend per share (Face Value per share Rs. 10/-)
Interim Dividend	0.35	3
Final Dividend	0.35	3
Total	0.70	6

*During the second quarter of the Financial Year 2022-23, the equity shares of the Company were split such that each equity share having face value of INR 10/-(Rupees Ten only) fully paid-up, was subdivided into ten (10) equity shares having face value of INR 1/- (Rupee One only) each, fully paid-up with effect from the record date of September 26, 2022.

The Board of Directors had approved Interim Dividend on November 10,2022 for FY 2022-23.

e. Share Capital

The paid up Equity Capital of the Company as on March 31, 2023 stood at Rs. 105,690,000/-. f. Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act 2013 form part of the Notes to the Financial Statements provided in this Annual Report. g. Public Deposits

There were no Deposits taken during the Financial year, hence the Company has not provided any details relating to this. h. Particulars of contracts/arrangements made with Related Parties

None of the transactions with the related parties fall under the scope of section 188(1) of the Act. Accordingly the disclosure of related party transactions as required under section 134(3)(h) of the Act in form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this report.

3. PERFORMANCE OF SUBSIDIARY COMPANIES

Subsidiaries of the Company are engaged in the business of providing IT Services, allied business solutions and strategic consulting services encompassing Digital Transformation for its customers.

There has been no material change in the nature of the business of the Subsidiaries.

a. Financial Performance of Subsidiaries – At a glance

Foreign/Indian	Name of the Subsidiary	Particulars	FY 22-23	FY 21-22	Increase
Subsidiary
US Subsidiary	Saksoft Inc & its	Revenue	30.09 Million USD	22.61 Million USD	33.08%
	subsidiaries	Profit Before tax	1.49 Million USD	1.98 Million USD	-24.74%
Singapore	Saksoft Pte Ltd & its	Revenue	11.02 Million SGD	4.47 Million SGD	146.53%
Subsidiary	subsidiaries	Profit before tax	0.91 Million SGD	0.08 Million SGD	1038%
UK Subsidiary	Saksoft Solutions Limited	Revenue	17.06 Million GBP	14.33 Million GBP	19.05%
	& its Subsidiaries	Profit Before Tax	1.49 Million GBP	1.17 Million GBP	27.35%
Indian	Three Sixty Logica Testing	Revenue	718.58 Million INR	425.42 Million INR	68.91%
Subsidiaries	Services Private Limited & its Subsidiary	Profit Before Tax	236.44 Million INR	156.30 Million INR	51.26%
	DreamOrbit Softech Private	Revenue	1058.96 Million INR	718.42 Million INR	47.40%
	Limited& its Subsidiary	Profit Before Tax	231.01 Million INR	154.89 Million INR	49.14%

During the year under review, the Indian subsidiary 360 Logica Testing Services Private Limited acquired Terafast Networks Private Limited .

Terafast is an IT consulting service provider with nearly two decades of experience in Cloud engineering solutions. They provide a wide range of technology service offerings such as Cloud, Containerization, DevOps, Virtualisation Services to various industry verticals.

a. Statutory disclosures with respect to Subsidiary Companies

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a Statement containing Key results and indicators of the Financial Statements of Subsidiaries is attached to the Consolidated Financial Statements under Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statement of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of Subsidiaries, are available for public view on the website of the Company https://www.saksoft.com/ investor/financials/ .

In addition, these documents will be available for inspection during business hours at the registered office of the Company.

4. HUMAN RESOURCE MANAGEMENT

During the Financial Year under review, Human Resources function continued its global transformation initiatives, in a volatile and complex business environment, to cater to the evolving organizational requirements.

HR continued its catalyst role and enabled the process of change over to focus on resource planning for mid and long term.

HR continued their support to proatect the employees and employers interest by providing the Work from Home option to its employees. During the year the Company was certified as a Great Place to Work, validating its commitment towards employee growth and well-being.

The Company has partnered with Ekincare to provide holistic physical and mental health assistance to employees at subsidized rates.

a. Particulars of Employees

During the financial year under review, the details of

Employees who drew remuneration of Rs. 10.2 Million or more per annum or Rs. 0.85 Million or more per month with respect to information required pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is provided in Annexure-2

b. Employees Stock Option Scheme

The Company currently administers ESOP Scheme 2009. During the year under review, there are no changes in the above said scheme.

Summary information of these stock option schemes, grant and allotments under these schemes are provided under Note No. 22(e) forming part of standalone financial statements. The details of the Options granted up to March 31, 2023 and other disclosures as required under

SEBI (Share Based Employee Benefits) Regulations, 2014 is available for view on the Companys website at https:// www.saksoft.com/investor/company-announcements/ other/

c. Policy on sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including Sexual Harassment. The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of the ICC is displayed through Notice

Boards at conspicuous places in all the office locations of the Company.

Disclosure in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review Number of complaints received during the year: Nil Number of complaints disposed off during the year: NA Number of cases pending for more than 90 days: Nil Number of Workshop or awareness Program: 2

Nature of Action taken by the employer or District Officer:

Nil

5. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm as follows:

(a) In the preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the

Company for the year under review;

(c) 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; (d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

6. CORPORATE GOVERNANCE

a. Directors & Key Managerial Personnel

Disclosures with respect to the composition of the Board, Directors and Board meetings held during the Financial Year are covered under the Corporate Governance report forming part of this Report as per the provisions of the Companies Act, 2013.

Ms. Kanika Krishna retires by rotation and being eligible offers herself for re- appointment. A resolution seeking shareholders approval for her re- appointment forms part of the Notice to the Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, Independent Directors have submitted declarations to the effect that each of them meet the criteria of Independence as laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending Meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are: Mr. Aditya Krishna, Chairman and Managing Director, Mr. Niraj Kumar Ganeriwala, COO & CFO and Ms. Meera Venkatramanan, Company Secretary.

The disclosures required under Section 197(12) of the Companies Act 2013, are provided in Annexure 2 to this Report.

b. Number of meetings of the Board

Four Meetings of the Board were held during the year under review.

Details of Meetings of the Board is provided in the Corporate Governance Report, which is a part of this Report.

c. Board Evaluation

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii)Individual Directors (including Independent Directors and Chairperson) and (iii) various Committees of the Board. Pursuant to the said provisions, the Board of Directors has carried out an annual evaluation of its own performance, Board, Committees, and individual Directors.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017.

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

• Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

• Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/ recommendation to the Board, etc.

• Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, proper representation of shareholder interest and protecting shareholder value, industry experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy, etc.

In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed.

The Board noted the actions taken in improving Board effectiveness based on feedback given in the previous year. Further, the Board also noted areas requiring more focus in the future, which include spending more time on industry trends, long-term business threats and opportunities.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

d. Policy on Directors appointment, remuneration, and other disclosures under Section 178(3) of the Companies Act, 2013

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate

Governance Report, which is a part of this report and is also available on the Companys website- https://www.saksoft.com/investor/corporate-governance/

e. Board diversity

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board.

The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy, which sets out the approach to diversity of the Board of Directors.

Web link to view the Board Diversity Policy is given under point 10 of the Corporate Governance report

. f. Committees of the Board

The details pertaining to the composition of the various Committees of the Board of Directors are included in the

Corporate Governance Report, which forms part of this report.

g. Corporate Governance and Management Discussion and Analysis

The Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached in Annexure 5, 6 and Annexure 7 which forms part of this Report. The 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 and is of the view that such systems are adequate and operating effectively

. h. Risk Management

Risk Management is an integral part of the business process. Pursuant to Section 134(3)(n) of the Companies

Annual Report 2022-23 : 51 Act, 2013, and any other applicable provisions the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk. The Statement of Risk indicating development and implementation of risk management policy is annexed to and forms part of this Report under Annexure 8. At present the Company after a considered review has not found any element or perceived threat that could pose a risk to the existence of the company. i. Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, Independence of a Director and other related matters as required under Section 178(3) of the Act and SEBI Listing Regulations.

The key requirements of the policy can be found in Annexure 3 to this Report.

j. Vigil Mechanism/ Whistle Blower Policy:

Details of the Vigil Mechanism are covered under the Corporate Governance Report, which forms part of this Annual Report

. k. Internal financial control systems and their adequacy

The Company has formulated a Framework on Internal Financial Controls and laid down Policies and procedures commensurate with the Size and nature of its operations pertaining to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board, for identification of deficiencies and necessary time actions are taken to improve efficiency at all the levels

The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

l. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and 52 Saksoft Limited

Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31, 2023, will be available on the website of the Company at https://www.saksoft.com/ investor/company-announcements/annual-general-meetings/ Accordingly this is not annexed herein.

m. Significant and material orders:

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

n. Material Changes after 31st March, 2023

There have been no material changes and commitments between 31st March 2023 and the date of this report having an adverse bearing on the financial position of the Company.

o. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2022-2023.

p. Secretarial Standards

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

q. Insolvency Proceedings pending, if any under the Insolvency and Bankruptcy Code 2016

During the year no application has been made and there are no proceeding pending as per Insolvency and Bankruptcy Code 2016.

7. AUDIT REPORT AND AUDITORS

Statutory Auditors

At the Twenty Third Annual General Meeting (AGM) held on August 09, 2022 the Members approved appointment of Messrs. R. G. N. Price & Co., Chartered Accountants . (Firm Registration No. 0042785S) as Statutory Auditors of the Company to hold office for a period of five years which ends at the conclusion of AGM for the FY 2026-27.

Internal Auditors

M/s Finstein Advizory LLP are the Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

Secretarial Auditors

PursuanttotheprovisionsofSection204oftheCompanies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit for the FY 2023-24 of the Company.

Auditors report and secretarial audit report

The Statutory Auditors Report and the Secretarial Audit Report do not contain anymaterial qualifications, reservations, adverse remarks or disclaimers.

Secretarial Audit Report of Saksoft Limited and its Indian Material subsidiaries is attached to this report as Annexure 4A and 4B respectively to this Report.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the Secretarial Auditor has reported to the audit committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the

Company by its officers or employees, the details which would need to be mentioned in the Boards report.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the Social initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 1 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available for view on the Companys website- https://www.saksoft.com/investor/corporate-governance/

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Since the Company is one among the top 1000 Listed entities as per Market Capitalization, it is required to provide Business Responsibility and Sustainability Report as part of the Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations which forms part of the Annual report in Annexure 9.

10.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. The Chennai delivery center is situated in the LED pre certified gold rated green building. In addition, the Company has made a conscious shift to LED lights across all its locations against the traditional lights to reduce the electricity consumption. These LED lights also generate lesser heat resulting in faster cooling at lower electricity consumption. There are sensors installed in some of the office locations to save electricity

. b. Technology Absorption

Saksoft having been in existence for more than two decades has been a front runner in adopting latest trends in Technology. The infrastructure is regularly upgraded to ensure scalability and round the clock availability in all circumstances. Right from migrating critical applications to the cloud and ensuring adequate business continuity, the company has used technology to improve the work experience of the resources and ensure efficient delivery to the customers. The Companys operations do not require significant import of technology.

c. Research and Development (R&D)

As mentioned above, the Company is constantly involved in developing solutions for its customers using the emerging technologies which involve considerable research and development efforts on the part of the employees. The efforts and costs incurred in such research are integral to the operations of the Company and are not segregated and identified separately.

d. Foreign Exchange Earnings and Outgo

(Rs. in Million)

Particulars	FY 22-23	FY 21-22
Foreign exchange earnings
and Outgo
Foreign Exchange earnings	1301.54	817.79
Expenditure in Foreign	17.39	28.3
Currency

11.ACKNOWLEDGMENT

The Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Management also likes to thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co- operation. The

Management would also wish to place their appreciation to the employees of the Company and their families for the excellent contributions extended at all levels in achieving growth and results.

For and on behalf of the Board

Place: Chennai	Aditya Krishna
Date: May 25, 2023	Chairman & Managing Director