Your Directors have pleasure in presenting the
Thirtieth (30^th) Board's Report of your Company
together with the Audited Standalone and

Consolidated Financial Statements for the financial
year ended 31^st March, 2025.

The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

Your Company's financial performance (standalone and consolidated) for the financial year ended 31^st March,
2025 is summarized below:

STANDALONE FINANCIALS

Total Income has shown a reduction by 8%. The
Earnings before Interest, taxes, Depreciation and
Amortization (EBITDA) stood at 22% of total income
and Net Profit at 18% of total income with Earnings
per share at K 7.70.

CONSOLIDATED FINANCIALS

Total Income has shown a growth of 17%. The EBITDA
stood at 7% of Total Income and Net Profit at 4% of
Total Income with Earnings Per Share at K 15.30.

Analyzing your Company's consolidated results by the
two spheres it operates in, International IT services
contributed 28% of total revenues and 58% of Profit
After Tax (PAT) while Domestic products and services

contributed to 72% of the total revenues and 42% of
PAT.

International IT services total revenue is K 282,970 lakhs,
growth of 5.6% Y-o-Y and $ 335.5 million in US $ terms.
Your Company has managed to declare good results
consistently because of its focus on serving and growing
its existing customers, addition of 47 new customers
throughout the Financial Year, and maintaining resource
utilization at 87% over the Financial Year under review.
The Domestic IT Products business grew by 23.49% on
Y-o-Y basis to K 732,755 lakhs.

Your Company during the Financial Year had a stron¬
ger consolidated Balance Sheet and has approximately
K 48,086 Lakhs of cash and cash equivalents, reflecting
a positive state of the Company's affairs, with a Return
on Capital Employed (ROCE) of 22.81% and Earnings
Per Share at K 15.30.

The Audited Standalone and Consolidated Financial
Statements of your Company, which form a part of this
Annual Report, have been prepared in accordance with
Indian Accounting Standards ("Ind AS") prescribed
under Section 133 of the Companies Act, 2013 read
with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

BUSINESS PERFORMANCE

FY25 witnessed significant progress towards achieving
a revenue of $1.5 billion by FY27- generating $1 billior
from our operations in India and $0.5 billion from our
international ventures.

From a growth point of view, we remain focussed on
few critical bets:

1. Win multiple mid and large deals,

2. Deepen and diversify our partnerships with
Microsoft, AWS, and other key partners and

3. Scale the business through deeper capabilities
build-out.

In FY25, we continued to win Large Deals and added a
few marque logos to our list of customers - namely a
Fortune 200 Banking and Financial giant to our Top 10
Client's list.

Our Big Bet - AI-enabled Services is expected to
contribute 20% of our revenue by the end of FY27.

We are enabling our clients to leverage AI in 3 ways:
i) driving efficiencies, ii) driving higher consumer
experience/modern sales, and iii) driving innovative
business models.

Our teams are at the forefront of AI revolution. With
some HLS and BFSI clients, we are making significant
progress in implementing GenAI using small language
models for cost efficiency and implementing Agentic
AI for driving hyper automation in our transformation
programs.

To lead Agentic AI driven growth, we are making
significant investments in building 'Agent Bridge' -
Sonata's cutting-edge industry agnostic Advanced
Agentic AI solution which will accelerate enterprise-
scale AI-powered automation.

Also, we are now a proud member of Microsoft AI
Partner Council and are delighted to share that in FY25
Sonata achieved the AWS Generative AI Competency
as well.

Another Big Bet - Microsoft Fabric has progressed
well too. Sonata is a proud "Featured and Launch
partner for Microsoft Fabric" - the data analytics
platform for the era of AI. Since its launch, we have

witnessed a significant pipeline build-up for Fabric,

Our teams are building solutions using Microsoft
Fabric as Infrastructure for AI, in close collaboration
with Microsoft.

Our Invest Verticals (HLS & BFSI) now contribute 40%
of our revenue, up from 13.5% 11 quarters ago. These
verticals added to nearly 18% of our current revenue,
which did not exist 2.5 years ago.

Our revenue for Data Modernization grew from 13%
to 26% in the last 11 quarters and Cloud and Data is
now 44% of the overall pipeline.

As part of our strategic expansion plans in key
markets, our Company successfully scaled the delivery
centres that we last year opened in Mexico, Poland,
Egypt and Malaysia.

Sonata achieved an impressive, aggregated Customer
Satisfaction (CSAT) score of 4.3 out of 5.

We continued to forge strategic partnerships with
key industry Hyper-scalers such as AWS, SFDC,
and Snowflake, enabling us to secure high-quality
clients and large-scale deals. FY25 witnessed Sonata
achieving AWS Advanced Tier Services Partner and
AWS DevOps Competency status.

Our India business (SITL), which focuses on annuity
sales, continues to deliver consistent strong growth,
with an industry-leading ROCE. The newly formed
Security Operations Centre (SOC) will be 20% of its
Gross Contribution in the next three to five years' time.

Sonata continued to win several recognitions including
"Top 3 Fastest growing Indian brands" by Brand
Finance, HFS 'Fastest Five' Service Providers, and
Microsoft Business Applications 2023/2024 Inner Circle
Award.

Sonata winning WOW (Workplace of Winners)
Award in IT, ITeS and GCC category, stands as a
testament to the commitment and dedication of each
employee in driving our collective success and growth
and underscores our commitment to fostering an
exceptional workplace.

FY25 witnessed Sonata's Active Headcount crossing
7,000 mark with the gender diversity at 31%.

Under the aegis of Sonata University, the focus on Gen
AI capability building continued. 93% of Sonatians are
Level 1 Certified in Gen AI and 40% trained in Level 2
and Level 3. Additionally, GenAI is now embedded in
every training program that we offer.

Team Sonata remains committed to judiciously
accelerate the growth curve and build scale in terms of
large clients, deals, markets, partnerships, and talent.

INDUSTRY RECOGNITION

The Company has been recognized by BRAND
FINANCE INDIA 100 2024 as one of the Top 3 fastest-
growing Indian brands with an 83% increase in
its brand value.

HUMAN RESOURCE MANAGEMENT

Your Company's commitment to invest in human
capital development to fuel growth, continues in the
form of attracting, retaining and skilling talent. During
FY25, we onboarded 2,400 Sonatians including DETs
from campus. Further, 25 highly credible leadership
talent across different functions were onboarded
globally to further strengthen our leadership pipeline,
which set us on course to deliver our strategic growth
objectives. We also invested significantly in training
and skilling of our talent pool.

FY25 assumes significance in your Company for being
recognized as the WOW (Workplace of Winners)

Award in IT, ITeS and GCC category, organized by
Jombay (a part of IPO bound CIEL HR Group).

As Sonata continues to scale and grow in the midst
of tectonic technological shifts, heightened customer
expectations and ambitious employee aspirations,
we defined our Ways of Working - AGILE to ensure a
common language is used to codify what we expect of
each other.

As technology advances, Sonata University continues
to drive a culture of continuous learning, equipping
our workforce with future-ready skills. Sonata
University was established to provide world-class
learning programs, equipping the workforce with skills
for the digital future.

Building on last year's progress, Sonata remains
steadfast in its commitment to Diversity & Inclusion,
and we have further strengthened our D&I initiatives,
ensuring a more equitable and inclusive workplace.
Our D&I vision has paved the way for a robust D&I
charter in the organization.

Further details are provided elsewhere in the Annual
Report.

CYBER SECURITY AND PRIVACY
OVERVIEW

Protecting information and respecting privacy remain
important priorities for the Company. As digital threats
continue to evolve, the Company is taking steady
steps to strengthen its approach to cybersecurity and

data protection. This includes investing in security
technologies, improving internal processes, and
enhancing awareness across the organization.

Key focus areas include securing systems and
networks, managing access controls, monitoring for
potential threats, and handling incidents in a timely
manner. Your Company continues to build on its
existing capabilities to better protect information that
is entrusted to whether related to employees, clients,
or business operations. Recognizing that people are an
important part of the security chain, the Company runs
regular awareness programs and training sessions for
employees. New hires go through basic cybersecurity
training, and additional communication campaigns
help keep security top-of-mind across teams.

Your Company remains committed to improving its
security posture. Ongoing investments and a focus on
practical security measures reflect this commitment to
safeguarding the interests of all stakeholders.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report as required
under Regulation 34 and Schedule V of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, amended
from time to time (the "Listing Regulations"), is disclosed
separately in this Annual Report.

DIVIDEND / TRANSFER TO
RESERVES

In line with the practice of rewarding members, based
on your Company's performance and future outlook,
the Directors are pleased to recommend a final
dividend of ? 4.40/- per equity share at 440% on par
value of shares of ? 1/- each. This recommendation
is subject to the approval of the shareholders at the
ensuing Annual General Meeting ("AGM") and shall be
subject to deduction of income tax at source.

The total dividend for FY 2025 amounts to ? 4.40/- per
equity share and would involve a total cash outflow of
? 12,339 Lakhs. The total dividend for FY 2024 was
? 7.9/- per equity share and involved a total cash
outflow of ? 22,155 lakhs.

If approved by the Members at the ensuing AGM,
the final dividend will be paid on or after 8^th August,
2025 to all those equity shareholders whose names
appear on the Register of Members of your Company
on 23^rd July, 2025 and to those whose names appear

as beneficial owners in the records of the National
Securities Depository Limited and Central Depository
Services (India) Limited on the said date.

Your Company has not transferred any amounts to
reserve for the Financial Year ended 31^st March, 2025.
The dividend paid and recommended is in accordance
with the Company's Dividend Distribution Policy.

DIVIDEND DISTRIBUTION POLICY

As required under Regulation 43A of the Listing
Regulations, your Company has Dividend Distribution
Policy. The Policy is available on the website of the
Company at: Dividend Distribution Policy

SHARE CAPITAL

During the Financial Year 2024-25, there was no
change in the paid-up share capital of your Company
compared to the previous Financial Year 2023-24. The
paid-up share capital remains at ? 28,04,24,816
(Rupees Twenty Eight Crores, Four Lakhs, Twenty Four
Thousand, Eight Hundred and Sixteen only) divided
into 28,04,24,816 (Twenty Eight Crores, Four Lakhs,
Twenty Four Thousand, Eight Hundred and Sixteen)
equity shares with a face value of ? 1/- (Rupee One
only). Additionally, your Company did not issue any
new shares (public, bonus, rights, or preferential)
during the Financial Year under review.

BOARD MEETINGS

During the year under review, the Board of Directors
met five (5) times. The meetings were held on
7^th May, 2024, 31^st July, 2024, 6^th November, 2024,

6^th February, 2025 and 25^th March, 2025. The maximum
interval between any two meetings did not exceed
one hundred twenty (120) days, as prescribed under
the Companies Act, 2013 (the "Act").

DIRECTORS AND KEY

MANAGERIAL

PERSONNEL

Mr. Viren Raheja (DIN: 00037592), Director, retires
by rotation and being eligible, offers himself for re¬
appointment at the ensuing Annual General Meeting
(AGM). Brief profile of Mr. Viren Raheja is provided
in the notes to the Notice of the AGM. The Board
of Directors, pursuant to the recommendation of
the Nomination and Remuneration Committee, has
recommended his re-appointment by the members at
the ensuing AGM.

During the year, Mr. Surin Shailesh Kapadia
(DIN:00770828) and Ms. Mona Ninad Desai (DIN:
03065966) have been appointed as Additional Directors,
designated as Independent Directors w.e.f. 7^th May,

2024 by the Board and their appointments have been
approved and confirmed at the AGM held on
6^th August, 2024.

Further, Mr. Pradip P. Shah (DIN: 00066242) ceased to be
an Independent Director & Chairman of the Board w.e.f.
10^th August, 2024 upon completion of his second term.
Similarly, Ms. Radhika Rajan (DIN:00499485) ceased to
be an Independent Director w.e.f. 12^th August, 2024 due
to completion of her second term.

Mr. Sanjay K Asher (DIN: 00008221) was re-appointed
as an Independent Director for a second term of 5
consecutive years w.e.f. 8^th August, 2024 and further
appointed as the Chairman of the Board w.e.f.

15^th August, 2024.

POLICY ON DIRECTORS’
APPOINTMENT AND
REMUNERATION

The Company's policy on appointment and
remuneration of Directors is available on the Company's
website at https://www.sonata-software.com/about-
us/investor-relations/corporate-governance. The
qualifications, positive attributes, independence and
skills of the Directors are covered in the Corporate
Governance Report which is a part of this Report.

INDEPENDENT DIRECTORS

Your Company has laid down and followed procedures
for familiarizing the Independent Directors with your
Company regarding their roles, rights, responsibilities
and to impart the required information and training to
enable them to contribute significantly to your Company.

As required under Section 149(7) of the Act, all the
Independent Directors on the Board of your Company
have given their respective declarations that they fulfil
and meet the criteria of independence as laid down in
Section 149(6) of the Act, read with Regulation 16(1)(b)
and Regulation 25(8) of Listing Regulations. There has
been no change in the circumstances during the year
under review affecting their status as Independent
Directors of your Company. The list of key skills,
expertise, and core competencies of the Board,
including the Independent Directors, is provided under
Corporate Governance Report to this Annual Report.

The Independent Directors have confirmed that they
have complied with the Company's Code of Conduct
during the year under review. They have also further
confirmed that they have registered their names in the
Independent Directors' Databank.

DIRECTORS’ RESPONSIBILITY
STATEMENT

As stipulated under the provisions contained in Section
134(3)(c) read with 134(5) of the Companies Act 2013
(the "Act"), the Directors, based upon the information
and explanations obtained by them as also documents
made available to them and to the best of their
knowledge and belief, hereby confirm that:

a) in the preparation of the Annual Accounts, the
applicable Accounting Standards have 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 your Company at the end of the
Financial Year and of the profit and loss of your
Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of your 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 your 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 all
applicable laws and that such systems were
adequate and operating effectively.

MATERIAL CHANGES AND
COMMITMENTS

During the year under review and upto the date of
this Report, there has been no material change or
commitment affecting the financial position of your
Company.

UPDATE ON AMALGAMATION OF
ENCORE I.T. SERVICES SOLUTIONS
PRIVATE LIMITED WITH Your

company

As previously informed, the amalgamation of Encore
I.T. Services Solutions Private Limited, a wholly-owned
subsidiary, with your Company is in progress. The
petition has been filed with the respective Hon'ble
National Company Law Tribunal (NCLT) Benches and
is pending approval. The appointed date remains 1^st
April, 2024. Upon effectiveness, all assets, liabilities,
employees, and authorised share capital of Encore
will merge with the Company. No new shares of your
Company will be issued.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the
Act and Regulation 18 of the Listing Regulations,
the Audit Committee of the Board as on 31^st March,
2025, comprised of Mr. Surin Shailesh Kapadia,
Chairman, Mr. S B Ghia, Ms. Mona Ninad Desai and
Mr. Sanjay K Asher as its Members. The Committee
met five (5) times during the year under review and
recommendations made by the Audit Committee,
during the Financial Year have been accepted by the
Board.

NOMINATION AND REMUNERATION
COMMITTEE & STAKEHOLDERS’
RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the
Act and Regulation 19 of Listing Regulations, the
Nomination and Remuneration Committee of the
Board as on 31^st March, 2025, comprised of Mr. Surin
Shailesh Kapadia, Chairman, Mr. Viren Raheja and Mr.
Sanjay K Asher as its members. The Committee has
laid down a policy for remuneration of Directors, KMP
and other Employees. A copy of the Policy is available
on the website of your Company at https://www.
sonata-software.com/about-us/investor-relations/
corporate-governance. The composition of the
Nomination and Remuneration Committee comprises
of independent and non-executive directors. The
Committee met four (4) times during the year under
review. Pursuant to the provisions of Section 178 of
the Act and Regulation 20 of Listing Regulations, the
Stakeholders' Relationship Committee of the Board
as on 31^st March, 2025, comprised of Mr. S B Ghia,
Chairman, Mr. P Srikar Reddy, Ms. Mona Ninad Desai

and Mr. Samir Dhir as its members. The Committee
met four (4) times during the year under review.

CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee as
on 31^st March, 2025, comprised of Ms. Mona Ninad
Desai, Chairperson, Mr. P Srikar Reddy, Mr. S B Ghia
and Mr. Samir Dhir as its members. The Committee
met four (4) times during the year under review. The
brief outline of the Corporate Social Responsibility
(CSR) Policy of your Company and the initiatives
undertaken by your Company on CSR activities
during the year are set out in ANNEXURE III of this
Report as prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee as on 31^st March,
2025, comprised of Mr. Surin Shailesh Kapadia,
Chairman, Mr. Viren Raheja, Mr. P Srikar Reddy and
Mr. Samir Dhir as its members. The Committee met
two (2) times during the year under review.

The terms of reference of all Committees of the Board
and the details of attendance in their respective
meetings are set out in the Corporate Governance
Report forming part of this Annual Report.

RISK MANAGEMENT

Your Company's Risk Management framework,
strategies & practice seeks to sustain the long-term
vision and mission of your Company. Your Company
continuously evaluates the various risks surrounding
the business and seeks to review and upgrade its risk
management strategies and process to mitigate the
risks. To further endeavour, your Board constantly
formulates strategies directed at mitigating these risks
which get implemented at the Executive Management
level and a regular update is provided to the Board.
Further, the detailed discussions on risks and concerns
perceived by the Management and the strategies
thereof are enumerated in Management Discussion
and Analysis, which forms part of the Annual Report.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism
and Whistle Blower Mechanism for receiving and
redressing complaints from employees and Directors,

as per the provisions of Section 177(9) and (10) of
the Act. Regulation 22 of the Listing Regulations and
Regulation 9A of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015.

The said Mechanism which, 'inter alia', also
provides for direct access to the Chairman of the
Audit Committee in cases that require reporting
about the unethical behaviour, actual or suspected
fraud or violation of code of conduct laid down
by your Company. This mechanism is governed
by Vigil Mechanism Policy which covers unethical
behaviour, actual or suspected fraud, theft, bribery,
misappropriation of Company's funds, financial
reporting violations, misuse of intellectual property,
mismanagement, significant environmental, safety or
product quality issues, discrimination or harassment
including sexual harassment, Insider Trading, actual or
potential conflicts of interest, violation of Company's
rules, Company's Policies or violation of Code of
Conduct of your Company.

Further, your Company has prohibited discrimination,
retaliation, or harassment of any kind against any
employee who reports under the Vigil Mechanism
or participates in the investigation. There were no
complaints received during the year under review
under this Policy. The Audit Committee periodically
reviews the functioning of this mechanism. No
personnel of your Company were denied access to the
Audit Committee.

The Vigil Mechanism Policy can be accessed through

https://www.sonata-software.com/about-us/investor-

relations/corporate-governance.

SUBSIDIARY COMPANIES,
ASSOCIATES AND JOINT
VENTURES

As on 31^st March, 2025 your Company had 22
subsidiaries. The statement pursuant to the Section
129(3) of the Companies Act, 2013, containing salient
features of the Financial Statements of your Company's
Subsidiaries in Form AOC-1 is given in ANNEXURE I
of the report. Audited Financial Statements together
with related information and other reports of each of
the subsidiary companies have also been placed on
the website of your Company at https://www.sonata-
software.com/about-us/investor-relations

The Consolidated Financial Statements of your
Company and its Subsidiaries viz., Sonata Information
Technology Limited, Sonata Software North America
Inc. (SSNA), Sonata Software GmbH, Sonata Europe
Limited (SEL), UK Sonata Software FZ-LLC (Closed

w.e.f. 19^th May, 2023), Sonata Software (Qatar)

LLC, Sonata Australia Pty Ltd, Sonata Software LLC
(merged with SSNA with effect from 6^th May, 2024),
Sonata Software Solutions Limited, Sonata Software
(Shanghai) Co., Ltd, GAPbuster Europe Limited
(merged with SEL with effect from 16^th July, 2024),
GAPbuster Inc., GAPbuster Limited (merged with SEL
with effect from 16^th July, 2024), Sonata Software
Worldwide Malaysia SDN. BHD., GAPbuster Worldwide
Pty Limited, Sonata Software Japan KK, Encore
Software Services, Inc. (merged with SSNA with effect
from 26^th August, 2024), Encore IT Services Solutions
Private Limited, Sonata Software Intercontinental
Limited, Sonata Software Canada Limited, Sonata Latin
America S. DE R.L. DE C.V., Quant Systems Inc., Quant
Cloud Solutions Private Limited, Quant Systems CRC
Inc Sociedad de Responsabilidad Limitada, Woodshed
LLC, Sonata Software Malaysia SDN. BHD and Sonata
Software Solutions duly audited/ unaudited/reviewed
are presented as part of this Report in accordance
with the Act, Ind-AS 110 and the Listing Regulations,
wherever applicable.

During the year under review, your Company has
incorporated a subsidiary in Egypt named Sonata
Software Solutions.

Your Company has a "Policy for determining Material
Subsidiaries" as required under Listing Regulations so
that your Company could identify such subsidiaries
and set out a governance framework for them. The
Policy is put up on the website at https://www.sonata-
software.com/about-us/investor-relations/corporate-
governance.

In terms of the said Policy as per financial statement
for the year ended 31^st March, 2025, Sonata
Information Technology Limited, India and Sonata
Software North America Inc., USA, are considered
as material subsidiaries whose income exceeds 10%
of the consolidated turnover of your Company in
the Financial Year 2024-25. Further details on the
subsidiary monitoring framework have been provided
as part of the Corporate Governance Report.

EMPLOYEE STOCK OPTION PLAN
(“ESOP”)

Your Company has an Employee Stock Option Plan,
2013 framed in accordance with the SEBI (Share Based
Employee Benefits) Regulations, 2014, as amended.

The principal objectives of this Plan are to:

• Attract, retain and motivate talented and critical
Employees;

• Encourage Employees to align individual
performance with the Group's objectives;

• Reward Employee performance with ownership in
proportion to their contribution; and

• Align Employee interest with those of the Group.

Pursuant to the requirements of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("ESOP
Regulations"), a Certificate has been issued by the
Secretarial Auditor of your Company confirming that
the Plan has been implemented in accordance with the
said Regulations and in accordance with the resolution
of your Company in the General Meeting.

As required under the ESOP Regulations, the
applicable disclosures regarding the details of
options granted, number of shares arising as a result
of exercise of options, etc., as on 31^st March, 2025
are uploaded on the website of your Company at
https://www.sonata-software.com/about-us/investor-
relations/corporate-governance.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014, the Board had appointed M/s GDR & Partners
LLP, Company Secretaries as the Secretarial Auditor for
the Financial Year 2024-25 to conduct Secretarial Audit
of your Company. The Secretarial Audit Report in Form
MR-3 for the Financial Year ended 31^st March, 2025 is
annexed to this Report as ANNEXURE II. The Report
does not contain any qualifications, reservations or
adverse remarks or disclaimer.

Based on recommendation of the Audit Committee of
the Board, the Board of Directors at its meeting held
on 7^th May, 2025, has approved the appointment of
M/s GDR & Partners LLP, Company Secretaries holding
ICSI Firm Registration Number: L2024KR016500 as
Secretarial Auditors of the Company, to hold office for
a period of five (5) years, to conduct the Secretarial
Audit from the Financial Year 2025-26 till 2029-2030,
subject to approval of the Members at the ensuing
Annual General Meeting.

MAINTENANCE OF COST RECORDS
AND APPOINTMENT OF COST
AUDITOR

For the year under review, the provisions of Companies
(Cost Records and Audit) Rules, 2014 were not
applicable to your Company.

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, Bengaluru,
(Firm Registration No. 101248W/W-100022) were
appointed as Statutory Auditors of your Company from
the conclusion of Twenty Seventh (27^th) Annual General
Meeting (AGM) held on 24^th June, 2022, till conclusion
of Thirty Second (32^nd) AGM to be held in the calendar
year 2027, as required under Section 139 of the
Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014.

For the year under review, the Statutory Auditors have
confirmed that they satisfy the independence criteria
required under the Companies Act, 2013.

The Auditors' Report contains 'Unmodified Opinion' on
the financial statements (standalone and consolidated)
of your Company, for the year ended 31^st March, 2025
and there are no qualifications, reservations or adverse
remarks or disclaimer in their report.

REPORTING OF FRAUDS BY
AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor have reported
to the Audit Committee under Section 143 (12) of
the Companies Act, 2013, any instances of fraud
committed against your Company by its officers or
employees.

SECRETARIAL STANDARDS

During the year under review, your Company has
complied with all the applicable provisions of the
Secretarial Standard 1 on Meetings of the Board
of Directors & Secretarial Standard 2 on General
Meetings issued by the Institute of Company
Secretaries of India.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, your Company has placed a
copy of the Annual Return as at 31^st March, 2025 on its
website at https://www.sonata-software.com/about-
us/investor-relations/corporate-governance.

INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 (5) of the
Companies Act, 2013 and IEPF rules, during the year
under review, your Company has transferred the
unclaimed and un-encashed dividends of
? 68,55,849/-. Pursuant to the provisions of Section
124 (6) of the Companies Act, 2013 and IEPF rules,
31,239 corresponding equity shares of ? 1/- each 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 said shares already transferred to the IEPF, year-
wise amounts of unclaimed / un-encashed 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
https://www.sonata-software.com/about-us/investor-
relations/corporate-governance.

The Company has appointed a Nodal Officer under the
provisions of IEPF, the details of which are available on
the website of your Company at https://www.sonata-
software.com/about-us/investor-relations.

KEY AWARDS AND RECOGNITIONS

During the year under review, your Company
was felicitated with the following key awards and
recognitions:

Analyst Recognitions:

• Enterprise Innovator in HFS Horizons - Healthcare
Payer Service Providers 2024.

• Major Contender in Everest Group Peak Matrix
for Low Code Application Development Services
- Focus on Microsoft Power Apps 2024.

• Major Contender in Everest Group Peak Matrix
Retail and CPG Data, Analytics, and AI Services.

• Aspirant in Everest Group Peak Matrix for Data &
Analytics Services 2024.

• Aspirant in Everest Group Peak Matrix for AI and
Gen AI Services 2024.

• Disruptor in HFS Horizons - Azure Ecosystem
Service Providers 2024.

• Disruptor in HFS Horizons - AADA (AI, Analytics,
Data platforms & Automation) Services 2024.

• Disruptor in HFS Horizons - Best Service
Providers for Commercial Banks 2025.

• Disruptor in HFS Horizons - Generative
Enterprises 2025.

CSR and Sustainability Awards:

• Received Silver Medal from EcoVadis ESG Rating
assessor for the Company's ESG performance in
FY24.

• Received certification for International Standard
ISO 14001 (Environmental management systems)
and ISO 45001 (Occupational Health and Safety
Management Systems).

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE OUTGO

A. Conservation of energy

The Company is dedicated to energy
conservation, as outlined in its Sustainability
Policy, and consistently strives to enhance energy
efficiency across its facilities. It continuously
explores innovative methods and advanced
technologies to optimize operations and
minimize energy consumption. Ongoing
efforts focus on improving efficiency, reducing
waste, and conserving energy. As part of its
commitment to sustainable practices, the
Company actively implements the following
energy-saving initiatives.

Operational optimization of engineering
equipment during non-operational hours.

• Turning off all office equipment, including
computers, monitors, printers, plotters,
facsimile machines, shredders, typewriters,
and overhead task lights every night and
weekend.

• Turning off all equipment in computer labs.
Enabling power management features on
laser printers and/or turn off laser printers
when not actively printing.

• Enabling power management features so
the computer monitor, and hard drive will
go into a low power (blank screen) "sleep
mode" when not actively in use.

• When purchasing any office equipment,
consider Energy Star models that "power
down" after a specified period of inactivity.

• Set local thermostats to low or off. If you
have a programmable thermostat, use it
to its best advantage by setting an energy
conservation mode at optimum times.

• During the summer season, close blinds,
drapes, and curtains to reduce heat gain

from windows that receive direct sunlight.

• During the winter season, open blinds,
drapes, and curtains to let the sun in. If there
is no sunlight, close them to keep the heat
in, especially at night.

• Keep windows and exterior doors closed in
heated or air-conditioned areas.

• Use daylight from windows or skylights
instead of electrical lighting whenever
possible.

• Replace incandescent lamps with lower
wattage LED lights whenever possible.

LED lights also help reduce unwanted heat
gain during hot summer months while still
providing equivalent lighting.

• Turn off all unnecessary lights, including
overhead lighting, lighting in unoccupied
rooms, equipment, and storage areas.
Reduce overhead lighting, decorative
lighting, signage, and other lighting inside
and out that is not necessary for security
and safety. Maintain security and safety
lighting at acceptable levels.

• Turn off all office and kitchen/lunchroom
appliances, including copiers, printers,
microwaves, toaster ovens, and coffee pots
every night and weekend.

• Turn off all specialty equipment that will not
be used over the weekend and holidays.

• Use hot water sparingly. Conserve water.

Turn off water taps when not in use.

• Print double-sided.

• Designate a box for scrap paper that can be
reused.

B. Technology absorption

AI at the Core of Connected Modernization

During the year under review, Sonata made
significant strides in driving enterprise-wide
transformation by placing Artificial Intelligence
at the center of its modernization strategy.

More than a standalone capability, AI became
the foundational layer that powered and
connected our core competencies—Dynamics,
Cloud, Data, and Managed Services—creating a
unified, intelligent ecosystem that enables AI-led
frameworks and modernized business processes
to consistently deliver measurable outcomes.

At the heart of this integrated strategy are three

pillars - People capability, AI platforms and
purpose-built solutions. Our talent base has
been elevated through GenAI-enabled roles and
embedded architects, strengthening our core
capabilities. Our proprietary AI Acceleration
Platforms-Harmoni.AI and AgentBridge-serve
as orchestration layers enabling intelligent
automation and continuous modernization
through a Responsible AI framework. These
are complemented by purpose-built solutions
like Support.ai and Command Centre.ai, which
empower clients to scale with agility. Together,
this triad has driven up to 40% improvements in
ROI and operational efficiency.

Our Dynamics practice, backed by 30 years of
Microsoft partnership expanded from legacy
upgrades to compete migrations and AI-led
process transformation. We helped customers
deploy Microsoft Copilot and Power Platform-
based solutions to accelerate CRM and ERP
modernization.

In Data Modernization, we strengthened our
offerings around Microsoft Fabric, leveraging
it as a foundational infrastructure for AI-driven
data platforms, and enhanced our Lightning Data
Suite with AI-powered tools like IntelliMapper
and IntelliDQ, enabling smart data integration,
governance, and quality management. Our
Responsible First AI framework ensures readiness
of trusted data for AI workloads.

We scaled our Cloud Modernization capabilities
through partnerships with Microsoft, AWS, and
others enabled by platformation approach.

Using frameworks like Lightning Assess, Build,
and Operate, embedded within Harmoni.AI
Workbench, we delivered faster cloud migration,
cloud upgrade and automation at scale.

Our Managed Services transitioned to a people
first and AI first delivery approach, leveraging AI
tools to transform shared services and enterprise
operations. Through Support.ai, Command
Centre.ai, and ProcessAutomation.AI, we helped
clients achieve 40-50% cost optimization over
3-5 years, while ensuring agility and innovation.

We have evolved our Unified Engineering
initiative into the Sonata Modernization Engineer
program, aligning it with our broader workforce
transformation efforts. With 6,500 professionals
trained in GenAI, Cloud, and Full-Stack capabilities,
our in-house learning and development programs
continue to build future-ready talent across AI,
Dynamics, Cloud, and Data domains.

Sonata's AI-first, platform-led, and partner-
driven approach consistently drives impactful
modernization outcomes-earning recognition
from clients, partners, and global analysts alike.
We have also forged partnerships with world-
class academic institutions to leverage cutting-
edge research and maintain our leadership
position. In addition, our talent has achieved
multiple certifications across Microsoft, AWS, and
other platforms, reinforcing our expertise and
credibility across diverse technologies.

C. Foreign exchange earnings and Outgo

During the year under review, 90% of the
revenue came from exports of developed
software and related services to clients mainly
in USA, UK, Europe, Australia, Germany, UAE
and Japan. Foreign Exchange outgo on account
of travelling, professional and legal charges,
subsistence/living costs, overseas salaries,
capital goods, etc. was ^ 11,627 Lakhs and
Foreign Exchange inflow on account of export
of software services (net), goods and other
operating revenues was ^ 88,785 Lakhs.

PUBLIC DEPOSITS

During the year under review, your Company has not
accepted any deposits from the public under Chapter
V of the Companies Act, 2013.

DISCLOSURES AS REQUIRED
UNDER SECTION 22 OF SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)
ACT, 2013

Your Company is committed to provide a healthy
environment to all employees that enables them to
work without the fear of prejudice and gender bias. The
Company has in place a gender neutral Prevention of
Sexual Harassment (POSH) Policy and framework in line
with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). Your Company through this
Policy has constituted an Internal Committee (IC) for
Redressal of complaints and mechanisms to prevent
victimisation. Following are some of the programs and
initiatives in place to train Employees and the IC for
POSH during the year.

1. Each Employee is required to undergo a

mandatory e-learning module on 'Prevention of
Sexual Harassment at Workplace'.

2. All new joiners are trained in person on
Prevention of Sexual Harassment during their
induction program.

3. The IC Members are provided relevant training by
an external expert.

4. The IC conducts quarterly meetings to monitor
preventive measures and review complaints, if any.

5. The POSH Policy is available on the intranet
portal for the employees to access as and when
required.

6. Information about the Penal consequences of
sexual harassment and information about the IC
members and their contact details are available
on the intranet portal and at conspicuous places
in the office.

Annual Report has been filed with the relevant
authorities as required under the POSH Act.

One (1) complaint was received and disposed off
within the prescribed ninety day period during the
Financial Year 2024-25.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of
the risk management process, addressing financial
and financial reporting risks. The controls are
commensurate with the size and nature of Company's
operations. The internal financial controls have been
embedded in the respective business processes.

Assurance on the effectiveness of internal financial
controls is done through management reviews and
review by internal auditors and statutory auditors
during the course of their audits. The internal financial
controls provide reasonable assurance that they
are designed effectively with regard to recording
and providing reliable financial and operational
information, complying with applicable statutes,
safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring
compliance with Company's policies. The Audit
Committee reviews the reports submitted by Internal
Auditors, consider suggestions for improvement and
thereafter take corrective actions.

Sonata's Management assessed the effectiveness of
the Company's internal control over financial reporting
as on 31^st March, 2025. M/s B S R & Co. LLP, Statutory
Auditors have audited the financial statements
included in this Annual Report and have issued an

attestation report on the Company's Internal Control
over financial reporting.

The Audit Committee also meets Statutory and
Internal Auditors to ascertain, inter alia, their views on
the adequacy of internal control systems and keeps
the Board of Directors informed of its observations
periodically. Based on its evaluation, the Audit
Committee has concluded that, as of 31^st March,

2025, the Company's internal financial controls were
adequate and operating effectively.

SIGNIFICANT & MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL

During the year under review, there were no significant
and material orders passed by any Regulators or
Courts or Tribunals impacting the going concern status
of your Company and its future operations.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

During the Financial Year under review, your Company
had given Inter Corporate Deposits at prevailing
bank lending rate to its wholly-owned subsidiary,
Sonata Information Technology Limited and Encore
IT Services Solutions Private Limited for meeting its
working capital requirements. The balance outstanding
as on 31^st March, 2025 is Nil. The maximum amount
outstanding at any point of time during the Financial
Year has been ? 2,100 Lakhs.

Your Company has extended corporate guarantees
amounting to ? 34,685 lakhs on behalf of its
subsidiary, Sonata Information Technology Limited,
India, to support its business operations.

CORPORATE SOCIAL
RESPONSIBILTY (CSR)

The CSR policy is formulated by the Corporate Social
Responsibility Committee and approved by the
Board of Directors of the Company. The policy can be
accessed at https://www.sonata-software.com/about-
us/investor-relations/corporate-governance.

During the Financial Year, your Company has spent
? 281.72 Lakhs towards CSR activities. Your
Company has a CSR Policy in place and as part of
its implementation program(s), it has identified and
participated in the following initiatives:

Your Company has supported Agastya International
Foundation for their project - "Hello Agastya". The

Hello Agastya app enhances student engagement
via WhatsApp Business, enabling easy registration,
automated grouping, and seamless quiz participation.
Teachers can efficiently share educational content and
monitor student progress, improving learning outcomes

Your Company has helped the Industree Crafts
Foundation to build an Online Repository for Artisans
to keep their designs and products. Sonata has
provided technical assistance for the development of
the application which helps users manage assets and
content easily, making work faster and more efficient.

Its flexible design allows new features to be added as
needed. A simple and user-friendly interface ensures
easy navigation. Real-time tracking helps monitor assets
and courses effectively. With useful insights, users can
make better decisions and improve operations.

Your Company has supported the NGO FVTRS in
developing their website for operational efficiency.
The NGO works in the area of digital skilling to
underprivilege students. The website application
enhances website usability, asset management,
and user experience with a modern UI, mobile
responsiveness, and performance optimization. It
ensures fast loading, cross-browser compatibility,
and an easy-to-manage CMS. The asset management
system allows users to add, edit, move, and track
assets efficiently with location and movement history.
User management includes secure logins, profile
updates, and role-based access control. Overall, it
streamlines workflows, improves accessibility, and
ensures better security and operational efficiency.

Your Company has partnered with Arvind Eye
Hospital (Govel trust) for the development of the
application. This application is a powerful tool
for children with cerebral visual impairment (CVI),
providing an Android-based platform designed
to improve their vision and offer effective therapeutic
interventions. The app will focus on facilitating earlier
diagnosis and providing therapies specifically tailored
to the unique visual needs of these children.

The Report on CSR in the prescribed format is
enclosed in this Report as ANNEXURE III.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing
Regulations, your Company's Business Responsibility
and Sustainability Report ("BRSR") forms part of
the Annual Report. The BRSR includes details on
performance against the nine principles of the National
Guidelines on Responsible Business Conduct and

a report under each principle, which is divided into
essential and leadership indicators. The said report
comprehensively covers your Company's philosophy
and describes the initiatives taken by the Company from
an environmental, social and governance perspective
on corporate social responsibility, its sustainability
activities pertaining to efforts on conservation of
environment, conducting green awareness events,
its commitment towards society, enhancing primary
education, initiatives and activities taken up as part of
this philosophy for the year 2024-25.

Environmental, Social and Governance (ESG): Your
Company has launched ESG initiatives. The CSR
Committee discharges oversight responsibility on
matters related to organization wide ESG initiatives,
priorities, and leading ESG practices. The quarterly
review and progress made on ESG are reported to the
Board of Directors every quarter, the details on ESG
are given elsewhere in the Annual Report.

RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions is available
on your Company's website at https://www.sonata-
software.com/about-us/investor-relations/corporate-
governance.

All Related Party Transactions are placed on a quarterly
basis before the Audit Committee and/ or the Board
for taking note /approval. Prior omnibus approval
of the Audit Committee and the Board is obtained
for the transactions which are foreseeable and of a
repetitive nature. None of the transactions entered
into with related parties during the financial year were
covered under Section 188(1) of the Companies Act,
2013, as they were in the ordinary course of business
and conducted on an arm's length basis. 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 2024-25 and hence
does not form part of this report.

Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the disclosures
on Related Party Transactions in prescribed format
with the Stock Exchanges.

JUSTIFICATION FOR ENTERING
INTO RELATED PARTY
TRANSACTIONS

All the Related Party Transactions entered into by your
Company with the Related Parties including rendering
of services, sharing of expenses, providing of inter¬
corporate loans and guarantees to its subsidiaries are

in the ordinary course of business and are carried out
at arm's length basis.

BOARD EVALUATION

During the year under review, as mandated under the
Companies Act, 2013 and Listing Regulations, Annual
Evaluation was conducted by the Board of its own
performance and that of its committees and individual
Directors and the Independent Directors. As part of
the evaluation process, individual criteria for each of
the exercise was formulated. The said criteria specified
certain parameters like attendance, acquaintance
with business, communication inter se between board
members, effective participation, domain knowledge,
compliance with code of conduct, vision and strategy,
benchmarks established by global peers etc., which
is in compliance with applicable laws, regulations and
guidelines. From these, formal questionnaire listing
various parameters on which each of the categories
were required to be evaluated was shared with each
member of the Board/Committee/Director. They
were then required to rate individually on each of the
parameters and also provide feedback based on ratings.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company was
evaluated, taking into account the views of Executive
Directors and Non-Executive Directors. Performance
evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director
being evaluated.

The outcome of the Board Evaluation for the financial
year 2024-25 was discussed by the Independent
Directors/ Board/ Nomination and Remuneration
Committee. The Board of Directors of the Company
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 Board diversity,
Strategy discussion on succession planning, and Risk
management.

REMUNERATION TO DIRECTORS
AND EMPLOYEES

The policy on 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 at https://www.sonata-
software.com/about-us/investor-relations/corporate-
governance.

Details / Disclosures of ratio of Remuneration of each
Director to the median employee's remuneration and
details of remuneration paid to employees is given as
ANNEXURE IV.

A statement comprising the names of top 10
employees in terms of remuneration drawn and every
person employed throughout the year, who were
in receipt of remuneration in terms of Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms an integral
part of this Report. However, the same is not being
sent along with this Annual Report to the Members
of your Company in line with the provision of Section
136 of the Companies Act, 2013. Members who are
interested in obtaining these particulars may write to
investor@sonata-software.com and these documents
will be made available for inspection electronically from
the date of circulation of this Annual Report up to the
date of AGM i.e. 31^st July, 2025.

CORPORATE GOVERNANCE

Your Company is committed to ensure the highest
standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by
the Securities and Exchange Board of India ("SEBI").
Your Company has also implemented best governance
practices. The report on Corporate Governance as
stipulated under the Listing Regulations forms part of
the Annual Report.

A Certificate from Mr. Nagendra D Rao, Practicing
Company Secretary, confirming the compliance with
the conditions of Corporate Governance as stipulated
under the Listing Regulations is attached to this report.

OTHER DISCLOSURES

1. Your Company confirms that it has paid the
Annual Listing Fees for the year 2024-25 to
National Stock Exchange of India Limited (NSE)
and BSE Limited where its shares are listed.

2. Your Company has not issued shares with
differential voting rights and sweat equity shares
during the year under review.

3. There are no proceedings initiated/pending
against your Company under the Insolvency and
Bankruptcy Code, 2016 which materially impact
the business of the Company.

4. There were no instances where your Company
required the valuation for one time settlement or
while taking the loan from any Banks or Financial
institution.

ACKNOWLEDGEMENTS

Your Directors take this opportunity and place on
record their gratitude for all the guidance and co¬
operation received from all its clients, investors,
vendors, bankers, financial institutions, business
associates, advisors, regulatory and government
authorities. Your Directors also thank all its
Shareholders and Stakeholders for their continued
support and look forward to their continued support
in the future and all the Sonatians for their valuable

contribution and dedicated service. The consistent
growth was made possible by their hard work,
solidarity, co-operation and support.

FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS

Sanjay K Asher

Place: Mumbai Chairman

Date: 7^th May, 2025 DIN: 00008221