Your Directors take immense pleasure in presenting the Twenty Third (23rd) Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2022.

i. business operations and state of affairs

a. Business Operations - A Detailed overview

Saksoft has performed consistently over the past few years reporting measured growth and withstood the market upswings caused by various moving parts ranging from pandemic to political potboilers. It has shown commitment and resolve to stay technologically relevant and ahead of the Covid curve by working closely with its customers than ever before by supporting their change process and new initiatives to adapt to the challenges arising out of the recent happenings worldwide. Technology sector has shown the way that it can quickly gather itself to transform its methods to face any new transitional requirements and remain insulated to tide over game changing elements. The Company has a refined and customer-oriented approach to align and map market factors to develop bespoke solutions to suit and facilitate better business management for its clientele. The Company also has good skills development practice to improve and enhance the capabilities of its resources to meet technological demands and upgrades of existing customer applications. The Company is looking to capitalize on the potential of remote working model which has gained prominence ever since the pandemic. Customers are now more open than before to re-arrange their team structures and work with service partners who are able to leverage on offshore facilities and teams to manage their services stack and help achieve economies. As the word in the industry circles go, there is a skill war or talent war that is brewing at the moment. There is a sudden upsurge in the technology skills market given the customer urge to accelerate spend on digital projects and upgrade of technology based services and platforms. Whilst the renewed focus on remote services post pandemic is gaining momentum by the day, it also

brings in competitive challenges around consolidation and retention of talent.

We are also witnessing a talent resurgence and interest from clients in the European region to expand the set of service roles and putting up Europe as a preferred destination on the Technology & Services map. The Company is keen to expand its presence in the European region and help its clients and potential prospects to build dedicated long term teams both at site and nearshore to support their delivery restructuring plans. The company is focused on deepening relationships and build preferred partner frameworks to widen the volumes and team size on multiple engagements with its trusted clients.

"Data” still continues to hold sway with its explicit and implicit values. Insightful information management leading to decision management is the key to unlock values for organisations. Data will continue to be an asset and moving factor in the days to come as its potential seems unending. We are hearing about new concepts built around Data management like Data Mesh and there are many more to come. The more granular you go into data, we are likely to witness a big bang in the digital world. Patterns and analytics drawn from data study have transformed into sell stories that helps to build service models and launch of new lines of business. The group has been a trusted entity in the Data & Information management space for more than 2 decades and is vastly equipped to provide consulting and advisory services to target decision points for organisations to go beyond the grind.

Cloud capabilities and associated services seems to be an ever expanding platform that is growing in size and potential with each introspection of its magnitude to connect various scattered dots within an organisation's infrastructure estate and operational routines. Corporates are scrambling to ward off premises based set up and continue their journey with a light baggage opting for Cloud based services and focus on key growth areas . The advancements in Cloud capabilities offer scope for complete automation and help companies to manage and tighten their IT security. With data significance assuming

huge proportions, the related data security and regulatory risks also becomes a question. Cloud model helps to diversify and manage the risks better and optimize user or usage based controls on activities and spend. The company is a seasoned cloud services partner with top players in the industry and has emphasized on its clients to build applications and solutions factoring Cloud based platforms as part of the service elements to realize and secure the benefits and potential of shifting to Cloud.

The group being a listed entity in India with its subsidiaries having long standing footprints across geographies is a talentverse by itself. It is keen on re-drawing and shaping its vision to grow twofold in terms of size and value in the forthcoming years. It will continue to engage with Customers and Resources to design value propositions that creates a sustainable growth system to achieve its goals

Testing - Our lifeline in Testing times

Saksoft's Testing practice is one of its strongholds and most profitable business unit. Our QA capacity has doubled in the last year riding on the good work and co-ordinated efforts by the Testing team. The Company's Testing team is a tested unit by itself engaged in continuous research and improvements. We have developed Maturity assessment frameworks, test solution tool-kits, test automation tools and test Integration models over the years to help our Customers stabilize and optimize the performance of their production and decision management processes. Our custom framework build brings in ease of use and reliability which supports the technology demands of our Customers and aids to achieve efficiency gains in their operations support systems. The key to the robustness and reliance of our solution stack comprising of UNITE, STAQK & SAQAMA is the constant innovation that goes into it to enhance their features and capabilities at each inflex point. Our technology roadmap is aimed at continued initiatives to stay responsive to the technology trends and pack in additional enhancements to blend with upgraded technical solutions in the industry. We keep strengthening our operating procedures to manage end to end testing needs which is the core focus of the delivery mechanism. We have helped our Customers to achieve close to complete test automation by implementing single common test frameworks and enabling Dev-ops practices to support real time test execution. Our integrated framework solution enables wider regression coverage and helps to reduce the overall regression cycle turnaround timelines. We keep refining our delivery methodologies to provide add-on test services to our Customers and expand our service touchpoints to nontesting arena namely Performance and Accessibility. We are planning for a composite automation tool-based solution that paves the way for implementing security testing toolset within our Customer premises. The success of our Testing practice is the result of best practices around employee support, skill up and training initiatives that enables them to meet technical challenges, stay focused on delivery and provide dynamic account management.

Data Engineering and Analytics.

This year, many of our clients counted on us to design and create robust analytics solutions for their critical business challenges. Our Core Data Services and AI services team helped solve a wide range of client challenges and requirements. Our deep talent was deployed all over the world, with our Data Scientists, domain experts, data architects, design specialists and visualization experts working across the UK, US, India and APAC regions to cater to the analytics needs of our clients. AI and Core Data Service specialists leveraged the most-modern technologies like Computer Vision, Conversational AI and Aspect-based Sentiment Analysis to deploy advanced analytics solutions specific to domains including Healthcare, Public Services, Telecom, Financial Services, and Retail.

The Core Data Services (CDS) team scripted noteworthy client success stories encompassing Greenfield and Brownfield projects. With more project under their belt, the team went through expansion and the team size has witnessed 200% growth this year. The team's success is attributed to our Practice with over 15 years of success in the Data engineering domain, technology agnostic and solution-oriented group. Data architects and data engineers leveraged their proficiency in the most-modern tech components including Snowflake, Azure and Visualization tools such as Sisense and Talend to solve some of our clients' business problems.

The CDS team also provided thrust to prospect-hunting by creating ready-reckoners in the form of Power BI decks for easy sales reference, which helped cut down pre-sales cycle time and which reflected in the way our data visualization engagements have travelled the rapid growth path.

AI Services & Solutions

At the core of our AI solutions is a winning combination of domain expertise twinned with machine-human collaboration. The team's proficiency to use leading Analytics, Cloud services was brought out in the way tech components like Azure Synapse, Azure Data Lake, Azure Data Factory, AWS tech components and Snowflake were leveraged to develop analytics solutions. Our Architects have also put emphasis on Cloud Data Architecture for robust & scalable solution design.

Our analytics solutions caught on to the trend earlier that the market is envisioning at the moment. Having designed and built the Analytics Framework for various Customers of ours, Big data and machine learning specialists packed more modern tech components into the Framework by building additional capabilities supporting modern analytics solutions such as Facial Analytics, Footfall Analytics, Aspect based Sentiment Analysis and Conversational AI. This has widened the scope of and reach of the solution build to enable greater inclusivity from a user experience perspective.

We have designed and developed cloud-based Analytics Platforms on Azure powered by Synapse to help address key business challenges for our Healthcare clients. In the Financial services vertical, our big data specialists and AI solution architects teamed together to build a cloud-based Analytics Platform on AWS and created a Fintech Marketplace to foster a community and augment network benefits

Our AI practitioners have piloted a proof-of-concept using Conversational AI working along with a partner for a Telecom major which has laid the basis for brainstorming production of the Conversational AI solution. Our ML architects have built a system powered by aspect-based sentiment analysis that captured customer sentiments and extended recommendation & remedial measures to establish successful customer outcomes in the Retail sector. The AI team also forayed into designing and building unique AI solutions addressing specific business problems with the result that a footfall analytics proof-of-concept was developed to track user footprints at a retail outlet.

The cumulative experience working across varied client engagements has given our data scientists, data engineers, analytics executives, and visualization specialists the wherewithal to work from a hub and build AI spokes that address specific business functions and complexities of business models.

*The Board of Directors had approved Interim Dividend during November 2021 of FY 2021-22.

e. Share Capital

The paid up Equity Capital of the Company as on March 31,2022 stood at Rs. 105,390,000/-.

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 are no details to report on deposits covered under Chapter V of the Companies Act, 2013 ("the Act”) during the year 2021-22, which are required to be furnished.

h. Particulars of contracts/arrangements made with Related Parties

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which

is also available on the Company's website at www. saksoft.com.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions, which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis.

No Material Related Party Transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

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.

The details of Subsidiary Companies are given as Annexure 5 to this Report.

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

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, 2022 and other disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available for view on the Company's website at https://www.saksoft.com/investor/

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

The Company always endeavours 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 in 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: Nil

Nature of Action taken by the employer or District Officer: Nil

5, 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, 2022 are: Aditya Krishna, Chairman and Managing Director, Niraj Kumar Ganeriwala, COO & CFO and 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 organization's 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 Company's 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 Company's 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 15 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 6, 7 and Annexure 8 which forms part of this Report, The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued

l. Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for the Financial Year ended March 2022 is given in Annexure 5 in the prescribed Report MGT-9, which is a part of this report. The same is available for view on the Company's website -

https://www.saksoft.com/investor/

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 Company's operations in future.

n. Material Changes after 31st March, 2022

The Company has evaluated the impact of COVID pandemic on Its business operations and based on its review and current indicators off future economic conditions, there is no significant impact on its year end financial results.

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 2021-2022.

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

6. audit report and auditors

Statutory Auditors

At the eighteenth Annual General Meeting (AGM) held on August 07, 2017 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 2021-22.

The Company has received an eligibility letter from M/s R.G.N Price & Co in line with the requirement under Section 139 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend the appointment of M/s R.G. N Price & Co as Statutory Auditors of the Company for a period of five years from 2022-23 till 2026-27 on such remuneration as may be determined by the Audit Committee in consultation with the Statutory Auditors, and that such remuneration may be paid on a progressive billing basis as may be agreed upon between the Statutory Auditors and the Board of Directors.

Internal Auditors

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies 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 of the Company.

Auditor's report and secretarial audit report

The Statutory Auditor's Report and the Secretarial Audit Report do not contain any qualifications, reservations, adverse remarks or disclaimers.

Secretarial Audit Report of Saksoft Limited and its Indian Material subsidiary 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 of which would need to be mentioned in the Board's report.

7. 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 Company's website-https://www.saksoft.com/investor/

8. 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 Report as part of the Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations.

The Business Responsibility Report is replaced with Business Responsibility and Sustainability Report which is mandatory from FY 2022-23. However, the Company has opted to submit Business Responsibility and Sustainability Report on a voluntary basis for FY 2021-22 as part the Annual Report in Annexure 9.

9. conservation of energy, research and

DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy

The Company is a Software Company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipment. The Company is conscious about

environment protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more energy efficient. 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.

b. Technology Absorption

Saksoft having been in existence for 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 Company's 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.

10. 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 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 26, 2022 Chairman & Managing Director