Your Directors' are pleased to present their 30^th Annual Report together with the Audited Stand-alone and Consolidated
Financial Statements of the Company for the year ended March 31,2026.

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, 2026,
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 subsidiaries IT CATS LLC, USA which
are summarized below:

DIVIDEND

Dividend is recommended by your Board in the context of
the Company's 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 company’s 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.1.50 (15%) per equity share on the 63,92,238 equity
shares of Rs.10/- each for the year 2025-26. This would
result in a total outflow of Rs.95.88 Lakhs.

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

During the year, the Company transferred the unclaimed and
unpaid dividend of Rs.14,15,942/- to I EPF. Further 2,72,628
corresponding equity shares on which dividends were

unclaimed for seven consecutive years were transferred as
per the requirements of the IEPF Rules. The details of the
resultant benefits arising out of shares already transferred to
the IEPF, year-wise amounts of unclaimed/unpaid dividends
lying in the unpaid dividend account up to the year, and
the corresponding equity shares, which are liable to be
transferred, are provided in the Shareholder information
section of the corporate governance report and are also
available on our website, at www.sagarsoft.in

TRANSFER TO RESERVES

As no transfer to any reserve is proposed and accordingly,
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, 2026, 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 31,2026 is Rs 5,681.37 Lakhs as compared
to Rs.5,660.71 Lakhs as at the end of previous financial year
ended on March 31,2025.

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 Indian technology industry continued to demonstrate
resilience and adaptability amid evolving global
macroeconomic conditions and rapid technological shifts.
The sector is expected to grow by approximately 6.1%
in FY2026-27, with industry revenues projected to reach
nearly USD 315 billion, driven by sustained demand for
AI-led transformation, cloud modernization, engineering
R&D services, cybersecurity, and Global Capability Centres
(GCCs).

India has further strengthened its position as a preferred
global technology and innovation hub, supported by a strong
digital ecosystem, scalable talent base, and increasing
enterprise adoption of AI and automation technologies.
GCC expansion continued at a significant pace during the
year, with India hosting over 2,100 GCCs serving global
enterprises across BFSI, healthcare, retail, manufacturing,
telecom, and engineering sectors. These centres are
increasingly focused on product engineering, AI, analytics,
platform development, and innovation-led services.

Technology spending continues to shift towards
enterprise software, cloud infrastructure, data engineering,
cybersecurity, and AI-enabled solutions. Investments in data
centres, sovereign cloud infrastructure, and AI computing
capabilities have accelerated, supported by increasing
digital consumption and enterprise modernization initiatives.
Industry analysts expect India’s IT spending to continue
growing steadily, led by application modernization,
automation, AI integration, and enhanced cybersecurity
investments.

Artificial Intelligence, particularly Generative AI and Agentic
AI, emerged as a major transformation driver during the
year. Enterprises are increasingly moving from pilot projects
to scalable AI deployments integrated across business
operations, customer engagement, software development,
and decision-making processes. Indian technology service
providers are expanding capabilities around AI, data
platforms, cloud engineering, and intelligent automation to
address evolving customer requirements.

The domestic digital economy continues to expand rapidly,
supported by increased digital adoption across enterprises,
government initiatives, fintech growth, digital public
infrastructure, and rising e-commerce penetration. The
convergence of cloud, AI, data analytics, cybersecurity, and
digital engineering is expected to create significant long¬
term opportunities for technology service providers.

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

IT CATS LLC, USA is the material unlisted subsidiary and
Elite Computer Consultants L.P. is the material unlisted
step down 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 51% stake
in Sarral Global INC, USA. Consequently, Sarral Global INC
became subsidiary of IT CATS LLC and accordingly, a step
down subsidiary of your company.

Further, IT CATS LLC, a subsidiary of your company, holds:

• 60% stake in Sapplica INC,

• 51% stake in Sarral Global INC, and

• 100% stake in Elite Computer Consultants L.P.

Accordingly, Sapplica INC, Sarral Global INC, and Elite
Computer Consultants LP have become step-down
subsidiaries 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 31,2026,
have been consolidated with the Financial Statements of the
Company. The Consolidated Financial Statements of the
Company for the year ended March 31,2026, 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 51% of stake in Sarral
Global INC, which become a step down subsidiary of your
company.

There were no Companies which are ceased to be its
subsidiaries, joint ventures or associate companies 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 arm's 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 2025-26 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 athttps://www.sagarsoft.
in/wp-content/uploads/2022/05/Policv-on-Materialitv-of-
Related-Party-Transactions.pdf

COMPANY’S PERFORMANCE

During the year, your Company earned a revenue of
Rs.4865.75 Lakhs as against Rs.5672.52 Lakhs in the
previous year, registering an decrease of around 14.23%.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Rs.418.46 Lakhs against Rs. 739.50 Lakhs
in the previous year. Profit after tax (PAT) for the year was
Rs.128.73 Lakhs as against Rs. 364.86 Lakhs in the
previous year.

PERFORMANCE HIGHLIGHTS

The change in the aforesaid ratios as compared to the previous financial year is mainly on account of reduction in revenue
from operations during the year. Since the Company major operating costs could not be reduced in the same proportion as
the decline in revenue. Consequently, profitability during the year was adversely impacted, resulting in significant variation in
profitability and return-related ratios.

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 continues to focus on strengthening its digital
capabilities and enhancing operational agility to address
evolving customer requirements in a rapidly changing
technology landscape.

Our strategic priorities remain centered around Applications,
Infrastructure, Data & Analytics, Cloud, AI-enabled
transformation, and Cybersecurity services. Through Digital
DAIS™, our integrated Digital Transformation framework,
we continue to deliver technology-led business solutions
with a “Business First” approach that enables customers
to improve operational efficiency, scalability, innovation, and
customer experience.

The Company continues to invest in emerging technology
capabilities including Artificial Intelligence, Generative AI,
Data Engineering, Cloud Modernization, Automation, and
Cybersecurity solutions to align with changing enterprise
technology priorities. We are also focused on strengthening
customer relationships, expanding service capabilities
across key industry verticals, and improving delivery
efficiency through automation and innovation-led execution
models.

In view of increasing enterprise demand for outcome-based
digital transformation programs, the Company remains
committed to building scalable, future-ready solutions that
help customers accelerate modernization initiatives while
improving business resilience and competitiveness.

OUTLOOK, RISKS AND CONCERNS

The long-term outlook for the technology industry remains
positive, driven by sustained enterprise investments in digital
transformation, cloud adoption, AI integration, cybersecurity,
data modernization, and automation initiatives. Enterprises
across industries are increasingly prioritizing technology-led
operating models to improve agility, productivity, customer
engagement, and operational resilience.

Artificial Intelligence and automation are expected to
significantly reshape technology spending patterns
and service delivery models over the coming years.
Enterprises are increasingly focusing on AI-led productivity
improvements, platform-based services, and outcome-
driven engagements. Demand is expected to remain strong
in areas such as cloud transformation, cybersecurity, data
engineering, AI integration, digital engineering, and managed
services.

At the same time, the industry continues to face certain
challenges including global macroeconomic uncertainties,
geopolitical developments, delayed discretionary spending,
pricing pressures, evolving regulatory requirements, and

increasing competition for specialized digital talent. The
rapid pace of AI adoption may also alter traditional workforce
models and require continuous investments in reskilling and
capability enhancement.

The technology industry is also witnessing a structural
transition from headcount-led growth to productivity-led
and innovation-led growth models. Organizations that can
effectively combine domain expertise, AI-enabled delivery,
cloud capabilities, cybersecurity, and agile execution are
expected to remain better positioned in the evolving market
environment.

The Company continues to closely monitor market
conditions and remains focused on operational efficiency,
customer centricity, talent development, innovation, and
prudent risk management to navigate the evolving business
environment while pursuing sustainable long-term growth
opportunities.

RISK MANAGEMENT

Sagarsoft (India) Limited has identified a suitable approach
for risk management aligned with its business objectives.
The Management continues to review and strengthen the
framework across the organization to ensure effective
identification, assessment, monitoring and mitigation of
risks.

The Company has constituted a Security Management
Group comprising representatives from various functional
teams, led by a member of the senior management team.
The Company attaches significant importance to identifying
internal and external risks and managing them effectively
in all its operations and business dealings. While pursuing
opportunities for growth and enhancement of enterprise
value, the Company ensures that all proposals of significant
nature are evaluated for associated risks and are approved
at appropriate levels before implementation.

Based on the severity and impact of identified risks, corrective
and preventive actions are determined and implemented
with the approval of risk owners and senior management,
wherever necessary. Appropriate controls are identified
through the Risk Assessment and Risk Treatment processes.
The risk assessment procedure begins with identification of
critical information assets across functions. These assets
are mapped to designated owners and classified according
to their functional relevance. Periodic reviews are conducted
with participation from representatives of all key functions to
ensure continuous monitoring and improvement of the risk
management process.

The Company has adequate systems and processes in
place to manage financial and operational risks associated
with its business activities. Such systems are supported by
established checks and balances, customer due diligence
processes, periodic internal, statutory and secretarial audits
conducted by independent external firms, and adequate
insurance coverage for the Company's assets and facilities.

INTERNAL CONTROL SYSTEM AND ITS
ADEQUACY

The Board of Directors is satisfied with the adequacy and
effectiveness of the internal control systems prevailing
across all major areas of operations of the Company. The
Company has appointed an independent firm of Chartered
Accountants as Internal Auditors to review and evaluate the
effectiveness of internal controls, adherence to approved
policies and procedures, operational efficiency and
compliance with applicable laws and regulations.

The Internal Auditors periodically submit their reports to the
Audit Committee for review. The Audit Committee assists
the board of directors in monitoring the integrity of the
financial statements and the reservations, if any, expressed
by the Company's auditors including, the financial, internal
and secretarial auditors and based on their inputs, the
board is of the opinion that the Company's 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.
They are total 165 employees in the company as on March
31,2026. 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; and

(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

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Shri K.Satish Chander Reddy and
Shri K. Pradeep Kumar Reddy will be retiring by rotation at
the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. Necessary resolutions seek¬
ing the approval of the members for the said re-appointment
have been incorporated in the notice of the Annual General
Meeting of the Company.

Smt Neelima Kaushik, successfully completed her second
consecutive term as an Independent Director of the Compa¬
ny and stepped down from Board as its Member on 11^th No¬
vember, 2025. Your Board has placed on record its appre¬
ciation of the valuable guidance and contributions received
from her during her tenure and conveyed its best wishes
for her good health and an active, fulfilling life in the years
ahead.

On recommendation of the Nomination and Remu¬
neration Committee, your Board of Directors on 13^th
January, 2026 appointed Ms. Kanakadhra Srinivasan
as Independent Director of the company for a period
of 5 years w.e.f 13^th January, 2026 and subsequent¬
ly the appointment were approved by the sharehold¬
ers through postal ballot passed on 19^th March, 2026.

Your Board, pursuant to the recommendation made by its
Nomination and Remuneration Committee, and taken in to
account her vast experience in the area of finance, skills,
knowledge and the substantial contribution made during
her tenure has recommended the re-appointment of Smt.
Keerthi Anantha as an Independent Director to hold office
for a second term of five years with effect from 10^th Novem¬
ber, 2026. The resolution seeking the approval of the

members for the above said re-appointment have been in¬
corporated in the notice of the annual general meeting of
the company.

Except Shri S.Sreekanth Reddy, Promoter of the Company
and also who is 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 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/
Independent 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
hereof 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 Di¬
rector during the year.

The Independent Directors have also confirmed that they
have complied with Schedule IV of the Companies Act,
2013 and the Company's Code of Conduct.

The Board of Directors is of the opinion that all the Indepen¬
dent 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 12, 2026,
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

STATUTORY 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.

STATUTORY 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

M/s. B S S & Associates, practicing Company Secretaries
(Firm Registration No. 3744) who were appointed as
Secretarial Auditor of the Company by the shareholders at
their 29^th Annual General Meeting held on 07^th July, 2025
for a term of five years will be holding their said office from
the conclusion of the said Annual General Meeting till the
conclusion of the 34^th Annual General Meeting to be held
in the year 2030, at such remuneration as may be mutually
agreed between the Board of Directors of the Company and
the said firm.

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 is self-explanatory and therefore do not call for
any further comments.

The Secretarial Audit Reports does not contain any
qualification, reservation, or 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

The draft Annual Return in the prescribed Form MGT-7 is
available on the Company's website and the link for the same
ishttps://www.sagarsoft.in/wp-content/uploads/2026/06/
Draft MGT-7.pdf

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings were held during the financial year
2025-26 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.

CREDIT RATING

During the year under review, your company has not
obtained any credit rating as the same was not applicable
to the company.

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-4 of this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) 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 Company's 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 Company’s operations in future.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) and 5 (2) 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:

*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:

c. The percentage increase/(decrease) in the median remuneration of employees in the financial year: 1.2%

d. The number of permanent employees on the rolls of Company: 168

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 14% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 2.05%.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 company's website
athttps://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
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet.

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.

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.

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
Company's 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 Company's 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
Sagarsoft (India) Limited

S.Sreekanth Reddy

Place: Hyderabad Chairman

Date: May 25, 2026 (DIN: 00123889)