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Sagarsoft (India) Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors'' are pleased to present their 29^th Annual Report together with the Audited Stand-alone and Consolidated Financial Statements of the Company for the year ended March 31,2025.

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, 2025, which are summarized below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notes thereto of Sagarsoft (India) Limited and its subsidiary IT CATS LLC, USA which are summarized below:

(Rs.in Lakhs)
Particulars	Standalone		Consolidated
Particulars	For the year ended 31^st March, 2025	For the year ended 31^st March, 2024	For the year ended 31^st March, 2025	For the year ended 31^st March, 2024
Income from operations	5672.52	5513.78	14235.85	15219.18
Other Income	272.79	285.01	205.72	206.69
Total Income	5945.31	5798.79	14441.57	15425.87
Total Expenses	5205.81	5034.07	13311.89	13965.65
Profit before depreciation, interest and tax	739.50	764.72	1129.68	1460.22
Finance Cost	67.45	78.30	68.61	80.42
Depreciation	192.31	199.10	243.12	241.62
Profit before tax	479.74	487.32	817.95	1138.18
Provision for Tax	105.96	138.91	267.21	327.76
Deferred Tax Asset / (Liability) for the year	8.92	(23.36)	8.92	(23.36)
Profit for the year	364.86	371.77	541.82	833.78

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 companyâs website and can be accessed at: https://www.sagarsoft.in/wp-content/uploads/2025/01/ SSIL Dividend-Distribution-Policv.pdf

Your Board of Directors is pleased to recommend a dividend of Rs.2.00 (20%) per equity share on the 63,92,238 equity shares of Rs.10/- each for the year 2024-25. This would result in a total outflow of Rs.127.85 Lakhs.

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

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

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

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

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

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 31st March, 2025, 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 âListing Regulationsâ) 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 31,2025 is Rs 5660.71 Lakhs as compared to Rs.5348.41 Lakhs as at the end of previous financial year ended on March 31,2024.

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 software industry is undergoing rapid transformation, fueled by advancements in artificial intelligence, cloud computing, and evolving enterprise needs. Key market segments include enterprise software, consumer applications, and cloud-based servicesâSoftware-as-a-Service (SaaS), Platform-as-a-Service (PaaS), and Infrastructure-as-a-Service (IaaS). SaaS remains dominant, offering scalability and flexibility, with industry leaders like Microsoft, Salesforce, and Google shaping global business ecosystems.

India''s digital economy is accelerating, with domestic technology spending outpacing exports for the second consecutive year. In FY2024, domestic tech revenues grew by 7%, driven by increased enterprise adoption of software and cloud solutions, while a 21% rise in data center capacity spurred further investment. AI maturity in India continues to evolve, with more than 55% of AI initiatives by Indian tech firms focused on co-creation partnerships that drive scalable, future-ready AI solutions.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

IT CATS LLC, USA is the material unlisted subsidiary. Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company, https://www.sagarsoft.in/wp-content/ uploads/2022/05/Policy-on-Material-Subsidiary.pdf

IT CATS LLC, USA, a wholly owned subsidiary of your company holds 60% stake in Sapplica INC and has 100% stake in Elite Computer Consultants LP which becomes a step down subsidiaries of your company.

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (âthe Actâ), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiary as at March 31, 2025, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31,2025, forms part of this Annual Report.

The performance of your subsidiary is satisfactory and on the expected lines. 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, wholly owned subsidiary of your company, has acquired 100% of stake in Elite Computer Consultants LP, 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.

COMPANYâS PERFORMANCE

During the year, your Company earned a revenue of Rs.5672.52 Lakhs as against Rs.5513.78 Lakhs in the previous year, registering an increase of around 2.88%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.739.50 Lakhs against Rs. 764.72 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.364.86 Lakhs as against Rs. 371.77 Lakhs in the previous year.

KEY FINANCIAL RATIOS

S.No.	Financial Ratios	2024-25	2023-24	Change %
1	Current ratio = current assets / current liabilities	8.06	6.61	21.94%
2	Debtors Turnover Ratio	3.22	3.18	1.26%
3	Debt equity ratio = (Longterm borrowings short term borrowings lease liabilities) / Equity	0.13	0.15	(13.33%)
4	Inventory turnover ratio = cost of goods sold divided by average inventory	Not applicable	Not applicable	Not applicable
5	Net profit ratio = Net profit after tax divided by sales	6.43%	6.74%	(4.60%)
6	Operating Profit Margin= (Operating profit/ Total Revenue)	8.46%	8.84%	(4.30%)
7	Return on Net worth=Net Profit after tax/Average Equity)	6.63%	7.06%	(6.09%)
8	Interest coverage ratio = (Profit after tax finance cost depreciation other adjustments like loss / (gain) on sale of PPE etc) / (finance cost total debt)	0.76	0.70	8.57%

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 2024-25 your Company had not entered into transactions with any person or entity belonging to its promoter / promoter group, which holds 10% or more shareholding in the Company.

POLICY ON TRANSACTION WITH RELATED PARTIES:

Policy on dealing with related party transactions is available on the website of the company https://www.sagarsoft.in/wp-content/uploads/2022/05/ Policy-on-Materiality-of-Related-Party-Transactions.pdf.

OPPORTUNITIES AND THREATS

We believe the investments we have made, and continue to make, in our people, skillsets & technology as part of our strategy, will enable us to advise and help our clients as they tackle these challenging market conditions.

OUR STRATEGY

Sagarsoft remains committed to operational resilience and market expansion by investing in practices and technologies for delivering differentiated value to customers

Our strategic approach is anchored in four key pillars:

â¢ Applications - Driving efficiency through innovative platforms and products.

â¢ Infrastructure - Delivering robust, scalable, and secure enterprise solutions.

â¢ Data & Analytics - Providing actionable insights for informed decision-making.

â¢ Security - Strengthening digital resilience and cybersecurity protections.

At the core of our strategy is Digital DAISâ¢, an integrated framework designed to fuse data and technology services through a business-first approach. This model empowers clients with agility, innovation, and measurable performance improvements, ensuring lasting competitive differentiation.

OUTLOOK, RISKS AND CONCERNS

AI-driven automation is set to accelerate, with businesses prioritizing efficiency and enhanced decision-making. Edge computing and IoT proliferation will unlock real-time data processing and low-latency applications. As AI, cloud, and cybersecurity investments continue to expand, adaptability will remain a key competitive advantage.

Furthermore, sustainability is emerging as a pivotal factor in client engagement and regulatory compliance across global markets. Organizations that embrace agility, innovation, and collaboration will be well-positioned to navigate macroeconomic uncertainties. Despite ongoing market fluctuations, the technology sector remains resilient, with enterprise software and IT services sustaining demand for large-scale cost optimization and automation solutions.

RISK MANAGEMENT

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

in each function. After identification, these information assets are identified with the owner and they are classified based on the functions. To conduct the review, at least one representative from each function is present.

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

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board of Directors are satisfied with the adequacy of the internal control system in force in all its major areas of operations of the Company. The Company has an external firm of Chartered Accountants as Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company and similar matters. Internal Auditors present its report to the Audit Committee. The Audit Committee assists the Board of Directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the 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. There are total 168 employees in the company as on 31.03.2025. 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Shri N. Hari Mohan, who has completed his second consecutive term as an Independent Director of the Company laid down his office from the Board on 23^rdSeptember, 2024. Your Board has placed on record its appreciation of the valuable guidance received from him during his respective tenure on the Board.

Shri G.Janardhan Reddy appointed as Non-Executive Independent Director w.e.f. 23^rd May 2024 by the shareholders at their 28^th Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri S.Sreekanth Reddy and Shri M.Jagadeesh will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions seeking the approval of the members for the said re-appointment have been incorporated in the notice of the Annual General Meeting of the Company.

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 thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

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

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience & expertise in industry knowledge, financial & corporate governance and they hold highest standards of integrity.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on February 07, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the statutory auditors of the Company by the shareholders at their 26^th Annual General Meeting held on 20^th June, 2022, to hold office from the conclusion of the said Annual General Meeting till the conclusion of the 31^st Annual General Meeting to be held in the year 2027, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT

AUDITORSâ 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) have been appointed as Secretarial Auditor of the Company from the conclusion of the 29^th Annual General Meeting of the Company till the conclusion of the 34^th Annual General Meeting to be held in the year 2030. A resolution seeking shareholders'' approval has been included in the notice of the AGM.

SECRETARIAL AUDITORSâ 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 Report 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

Annual Return in the prescribed Form MGT-7 is available on the Company''s website and the link for the same is https://www.sagarsoft.in/wp-content/uploads/2024/05/ Form MGT 7.pdf

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings were held during the financial year 2024-25 and the gap between two consecutive meetings did not exceed one hundred and twenty days. Details of these meetings of the Board as well as its committees have been given in the Corporate Governance Report, which forms parts of the Annual Report.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company along with the initiative taken by it are set out in Annexure-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/2025/05/ SSIL CSR Policy.pdf

POLICY ON DIRECTORSâ 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:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive Directors
Shri. M. Jagadeesh, Managing Director	7.12
Shri. K. Pradeep Kumar Reddy, Executive Director & CFO	7.12

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Shri. S.Sreekanth Reddy	These Directors were not paid any Remuneration, other than sitting fee.
Shri. K.Satish Chander Reddy
Shri.N.Hari Mohan ( up to 23.09.2024)
Smt. Neelima Kaushik
Shri K.Roopesh
Smt. Keerthi Anantha
Shri.K V Ramananda Rao
Shri.V Venkat Ramana
Shri G Janardhan Reddy ( w.e.f. 23.05.2024)
Shri. M.Jagadeesh, Managing Director	21.62
Shri. K.Pradeep Kumar Reddy, Executive Director & CFO.	21.62
Ms. T Sri Sai Manasa, Company Secretary	10.00

c. The percentage increase in the median remuneration of employees in the financial year: -8.3%

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 10% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 21.62%.The managerial remuneration is as per the approval accorded by the Nomination and Remuneration Committee of the Board and Shareholders.

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

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

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 at https://www.sagarsoft.in/wp-content/uploads/2022/05/ SSIL-Whistle-Blower-Policy.pdf

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

INSURANCE

All the properties of the Company have been adequately insured.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial throughout the year under review.

REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 read with Schedule V(C) of Listing Regulations, the Report on Corporate Governance is given as part of this report.

COMPLIANCE CERTIFICATE

A certificate as stipulated under Schedule V (E) of the Listing Regulations from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance is attached to this Report along with a report on Corporate Governance.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Internal Audit of the Company is regularly carried out by an external firm of chartered accountants to review the internal control systems and processes. The Internal Audit Reports along with recommendations contained therein and their implementations are periodically reviewed by Audit Committee of the Board.

(Rs.in lakhs)
Foreign Exchange Earning	2024-25	2023-24
and Outgo
Foreign Exchange inflow	6214.45	4,758.63
Foreign Exchange outflow	1.44	8.30

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 Wholetime 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.

Mar 31, 2024

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

STATE OF COMPANY AFFAIRS AND FINANCIAL RESULTS

The discussion on the financial condition and results of operations of your Company for the year ended 31^st March, 2024, which are summarized below, should be read in conjunction with its audited Standalone and the Consolidated Financial Statements containing financials and notes thereto of Sagarsoft (India) Limited and its subsidiary IT CATS LLC, USA which are summarized below:

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

DIVIDEND

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

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

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

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

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

TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of Profit and Loss is retained in it.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs. 10/- each.

PAID-UP SHARE CAPITAL

As on 31^st March, 2024, the paid up capital of the company is Rs.6,39,22,380/- consisting of 63,92,238 equity shares of Rs.10/- each and there was no change in the share capital of your company during the year under report.

UTILISATION OF FUNDS COLLECTED THROUGH PREFERENTIAL ISSUE

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ended March 31, 2024 is Rs.5348.41Lakhs as compared to Rs.5176.93 Lakhs as at the end of previous financial year ended on March 31,2023.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

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

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

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

During the year IT CATS LLC, USA, has acquired 60% stake in Sapplica Inc, USA by virtue of which Sapplica Inc has become subsidiary of IT CATS LLC by virtue of which it has become a step down subsidiary of your company.

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (âthe Actâ), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries as at March 31,2024, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31,2024, forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of the financials of the above mentioned subsidiaries have been given in Form AOC-1 as Annexure 1 to this report.

Your Company does not have any Joint Ventures or Associate Companies.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

During the year under review, IT CATS LLC, USA, subsidiary of your company, has acquired 60% stake in Sapplica INC.

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

COMPANYâS PERFORMANCE

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

KEY RATIOS

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

The increase in ratios is due to increase in profit during the year.

DISCLOSURE OF ACCOUNTING TREATMENT

TRANSACTIONS WITH RELATED PARTIES

During the year 2023-24 your Company had not entered into transactions with any person or entity belonging to its promoter / promoter group, which holds 10% or more shareholding in the Company

POLICY ON TRANSACTION WITH RELATED PARTIES:

OPPORTUNITIES AND THREATS

OUR STRATEGY

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

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

OUTLOOK, RISKS AND CONCERNS

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

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

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

RISK MANAGEMENT

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

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

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

Your Company is organizing training programmes wherever required for the employees concerned to improve their skill. There are total 200 employees in the company as on 31.03.2024. Employees are also encouraged to participate in the seminars organized by the external agencies related to the areas of their operations.

SEXUAL HARASSMENT.

DIRECTORSâ 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

Except Shri S.Sreekanth Reddy, Promoter of the Company and also a Director in Sagar Cements Limited, whose transactions with the Company have been reported under the related parties disclosure under notes to the accounts and Shri.N.Hari Mohan and Shri K. Satish Chander Reddy, to the extent of shares held by them, details of which have been given elsewhere as annexure to the report, none of the other non-executive directors has had any pecuniary relationship or transactions with the Company, other than the receipt of sitting fee for the meetings of the Board and Committees thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

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

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on February 08, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

AUDITORS

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.

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT

AUDITORSâ 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 AUDITORSâ REPORT

In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the Company under the said Section is given in the Annexure-3, which form part of this report. The Secretarial audit report does not contain any qualifications, reservations or any adverse remarks.

SECRETARIAL STANDARDS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements at appropriate places.

ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

Four Board meetings were held during the financial year 2023-24 and the gap between two consecutive meetings did not exceed one hundred and twenty days. Details of these meetings of the Board as well as its committees have been given in the Corporate Governance Report, which forms parts of the Annual Report.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The composition and other details of these committees have been given in the report on the Corporate Governance which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178 (3) of the Act have been disclosed in the Corporate Governance Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

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

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

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

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

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

The average annual increase was around 10% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 5.92%.The managerial remuneration is as per the approval accorded by the Nomination and Remuneration Committee of the Board and Shareholders.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

INSURANCE

All the properties of the Company have been adequately insured.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial throughout the year under review.

REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 read with Schedule V(C) of Listing Regulations, the Report on Corporate Governance is given as part of this report.

COMPLIANCE CERTIFICATE

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

(A) Conservation of Energy

(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

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

(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

ACKNOWLEDGEMENT

For and on behalf of the Board

S.Sreekanth Reddy

Place: Hyderabad ^Chairman

Date: May 23, 2024 ^{(DIN: 00123889)}

Mar 31, 2019

Dear Members

The Directors are pleased to present their 23^rd Annual Report together with the audited financial statements of the company for the year ended March 31, 2019.

FINANCIAL RESULTS

The discussion on the financial condition and results of operations of your company should be read in conjunction with itâs audited financial statements and notes thereto for the year ended 31^st March, 2019 which are summarized below:

(Rs. in Lakhs)

Particulars	Year ended
Particulars	31^st March, 2019	31^st March, 2018
Income from operations	4096.98	3700.07
Other Income	87.45	32.71
Total Income	4184.43	3732.78
Total Expenditure	3202.35	2776.19
Profit before depreciation, interest and tax	982.07	956.59
Depreciation	99.92	100.09
Profit before tax	882.16	856.50
Provision for Tax	256.19	236.15
Deferred Tax Asset / (Liability) for the year	2.90	17.70
Net Profit	623.07	602.65

DIVIDEND

Dividend is recommended by your Board in the context of the companyâs overall profitability, free cash flow, capital requirements and other business needs as well as the applicable regulatory requirements.

Based on the improved performance, an interim dividend of Rs.1.00 (10%) per share on the 55,60,000 equity shares of Rs.10/- each was paid on 14^th February, 2019 for the year 201819.

Your Board is pleased to recommend a further dividend of Rs.1.50 (15%) per share for the year 2018-19. The total dividend for the year 2018-19 would accordingly work out to Rs.2.50 (25%) per share involving a sum of Rs.167.29 Lakhs which includes a sum of Rs.28.30 Lakhs towards dividend tax.

TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the Profit and Loss Account is retained in it.

SHARE CAPITAL

The paid up capital of the company is Rs.5,56,00,000/- consisting of 55,60,000 equity shares of Rs.10/- each and there was no change in the share capital of your company during the year under report.

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ending on March 31, 2019 is Rs.21.07 Crores as compared to Rs.17.01 Crores as at the end of previous financial year ended on March 31, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid repetition in the Directorsâ 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 REVIEW AND OVERVIEW

The global information technology industry which is on pace is expected to grow at a rate of 4% in 2019. Economies, jobs, and personal lives are becoming more digital, more connected, and increasingly more automated. Waves of innovation build over time, powering the technology growth engine that appears to be on the cusp of another major leap forward. The tech sector accounts for a significant portion of economic activity as compared to that of most other industries, including notable sectors such as retail, construction, and transportation. Spending is often correlated with factors such as population, GDP and market maturity.

There are number of taxonomies for depicting the information technology space. The traditional categories of hardware, software and services account for 53% of the global total. The other core category, telecom services, accounts for 30%. The remaining 17% covers various emerging technologies that either donât fit into one of the traditional buckets or span multiple categories, which is the case for many emerging âas-a-serviceâ solutions that include elements of hardware, software, and service, such as IoT, drones, and many automating technologies. Advances in cloud computing, edge, 5G, and other infrastructure technologies, will usher in the next wave of services and software.

Tech services and software account for nearly half of spending in the technology market; significantly higher than the rate in many other markets. Countries that are not quite as far along in these areas tend to allocate more spending to traditional hardware and telecom services. Building out infrastructure and developing a broad-based digital workforce does not happen overnight. Scenarios do exist, however, whereby those without legacy infrastructure - and the friction that often comes with transitioning from old to new, allows for an easier path to jump directly to the latest generation of technologies.

India is the worldâs largest sourcing destination, accounting for approximately 55 per cent of the market. Indiaâs highly qualified talent pool of technical graduates is one of the largest in the world and the country has a low-cost advantage by being 5-6 times inexpensive than other countries. Export revenue from digital segment forms about 20 per cent of the industryâs total export revenue.

The IT industryâs business models are changing from providing commoditized services to catering advanced requirements. Growing competition has forced Indian IT vendors to focus more on high-value services and to expand into newer geographies. As the IT companies intensify their focus on the digital technology space, revenue from the Indian IT industry is expected to increase steadily in both exports and domestic segments. However, pressure on billing rates and rising wages in the hunt for high quality resources, is likely to hit the profit margins.

Sagarsoft is an IT, Consulting, and next generation Digital Solutions provider, offering business, technology and related services to global enterprises. It has made decent progress in the recent years in consolidating its business in all service areas and in acquiring new clients in Cloud and other new age technologies.

COMPANYâS PERFORMANCE

During the year, your company earned a revenue of Rs.4096.98 Lakhs as against Rs.3700.07 Lakhs in the previous year, which was higher by around 10.70%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.982.07 Lakhs against Rs.956.59 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.623.07 Lakhs as against Rs.602.65 Lakhs in the previous year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, joint venture or associate of the company.

OPPORTUNITIES AND THREATS

The IT Industry is constantly evolving itself with new technologies and rapid automation. The key to success is to be ahead of the game by identifying technologies that are going to have the maximum impact in the future, build capabilities to be future ready, reduce costs, and enhance efficiency through automation and innovation. We will look at garnering opportunities available in the industry especially in Social Computing, Mobility, analytics & Cloud to further catalyze your companyâs growth. Spending on technology products and services by our clients and prospective clients is subject to fluctuations depending on many factors, including both the economic and regulatory environment in the markets in which they operate.

Your company believes that its focus on niche areas gives it strength and competitive advantage to position itself as a leading IT services and solutions provider.

OUR STRATEGY

Sagarsoft is focusing more on its core business objective, such as revenue growth, profitability and asset efficiency. The companyâs strategy for long term growth will continue to be strengthened with existing clients relationships through a customer centric approach and by further expanding its market in to newer businesses and services. It has successfully navigated through technology cycles, adapting each time to build relevant new capabilities and helping clients realise the benefits of that new technology.

Translating the Business first approach into solutions, services and Corporate messaging: At a very broad level, our focus areas are: Applications ( platforms/ products), Infrastructure, Data (& Analytics) and Security. Bringing those 4 components together, we crafted a unique and holistic approach to Digital transformation which we call as Digital DAIS. Digital DAIS delivers Data and Technology services in a âBusiness firstâ manner; amplifying Business capabilities of our customers and enabling enhanced Business Performance. Eco-system and Revenue vehicles, the areas where we have placed bets to achieve growth. The approach involves alliances building (eco-system development) and capabilities development for go-to-market portfolio.

OUTLOOK

India is the topmost offshoring destination for IT companies across the world. Having proven its capabilities in delivering both on-shore and off-shore services to global clients, emerging technologies now offer an entire new gamut of opportunities for top IT firms in India. Export revenue of the industry is expected to grow 7-9 per cent year-on-year in FY 19.

There may not be a next big thing, but there is one very big thing that is as old as IT itself. Cyber security continues to rise in importance as business and daily life are increasingly digitized. Many businesses are increasing their security investments or elevating their security focus, but these actions often follow a defensive approach that utilizes technology tools such as firewalls and antivirus. More and more, firms will realize that they must be proactive in probing for weaknesses or detecting possible breaches. This will involve new skills such as penetration testing, vulnerability assessment, and security analytics. Beyond the technical aspects, organizations will also begin building business processes that enhance security, and they will implement end user training to mitigate human error. There is no doubt that companies are taking security more seriously, but now they must realize that modern security demands a different mentality rather than just more of the same.

The global artificial intelligence market is expected to experience massive growth in the coming years. The overall AI market includes a wide array of applications such as natural language processing, robotic process automation, and machine learning. Thereâs both a significant consulting and hands-on talent gap in this space. We are taking on this head-on by building AI and Analytics capabilities and scale through senior hire and freshers training.

Other factors that influence revenue growth projections include currency effects, pricing, and product mix. The tech space is somewhat unique in that prices tend to fall, which may result in large numbers of units shipped, but modest revenue growth. In the year ahead, the product mix will be an especially important factor, as the high growth rates of emerging categories are expected to more than offset the slow growth mature categories. Growth expectations are in line with the global projection.

Your Board is cautiously optimistic about the future outlook taking into overall view of the above.

RISK MANAGEMENT

Your Company attaches utmost importance to the assessment of internal risks and the management thereof in all its dealings. The Company is constantly on the lookout for identifying opportunities to enhance its enterprise value and keeping the need to minimize the risks associated with such efforts, every proposal of significant nature is screened and evaluated for the risks involved and then approved at different levels in the organisation before implementation.

Based on severity level of the risk, corrective action is identified and implemented with prior approval from the risk owners and Top Management, wherever applicable. Controls are identified in the Risk Assessment and Risk Treatment. The first step in risk assessment procedure is to identify the list of information and critical information assets in each function. After identification, these information assets are identified with the Owner and they are classified based on the functions. The steering committee or CISO meets and reviews the implementation status once in every 2 months. To conduct the review, at least one representative from each function is present.

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

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

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

HUMAN RESOURCE DEVELOPMENT

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. 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 compliants were pending either at the beginnig or at the end of the year.

DIRECTORSâ 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of office of Shri.K.Prasad, Shri.K.Ganesh, Shri.N.Hari Mohan and Shri.K.Rakesh Rao as Independent Directors of the company is expiring on 23^rd September, 2019 and they have been re-appointed for a further period of 5 consecutive years as Independent Directors by your Board based on the recommendation of its Nomination and Remuneration Committee. Shareholdersâ approvals are being sought for the above said re-appointments.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri M.Jagadeesh 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. Accordingly, resolutions seeking the approval of the members for the said re-appointment, have been included in the notice of the annual general meeting.

Except Shri S.Sreekanth Reddy, who is a director in Sagar Cements Limited and Sagar Cements (R) Limited, whose transactions with the company have been reported under the related parties disclosure under notes to the accounts and Shri.N.Hari Mohan and Shri.K.Prasad, 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 thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meets 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 SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 24^th January, 2019, without the attendance of NonIndependent 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 NonExecutive 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

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT AUDITORSâ REPORT

The auditorsâ 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 AUDITORSâ 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-1, which form part of this report. The said reports does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188 (1) of the Act. 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 armâs 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 by the Board.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 (3) of the Act, an extract of annual return in the prescribed Form MGT-9 is given in Annexure -3 which forms part of this report, a copy of which is also available on the companyâs website www.sagarsoft.in.

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings were held during the financial year 2018-19 and the gap between two consecutive meetings did not exceed one hundred and twenty days. These meetings were held on 14^th May, 2018, 23^rd July, 2018, 27^th September, 2018, 27^th October, 2018 and 24^th January, 2019.

Attendance of directors at the Board Meetings held during financial year 2018-2019 is given below:

Name of the Director	Number of board meetings during the year 2018-19
	Held	Attended
Shri. S Sreekanth Reddy	5	5
Shri. M Jagadeesh	5	5
Shri. K Pradeep Kumar Reddy	5	5
Shri. N Hari Mohan	5	5
Shri. K Rakesh Rao	5	1
Shri. K Satish Chander Reddy	5	3
Shri. K Prasad	5	5
Shri. K Ganesh	5	5
Smt. Neelima Kaushik	5	4

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

AUDIT COMMITTEE

The Company has an Audit Committee with power and role that are in accordance with Section 177 of the Companies Act, 2013 and with Listing Regulations. The Audit Committee oversees the accounting, auditing and overall financial reporting process of the Company. The Audit Committee acts as a link between the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company.

Composition of Audit Committee

(1) Shri.K.Prasad - Chairman (Independent Director)

(2) Shri.M.Jagadeesh - Member (Managing Director)

(3) Shri.K.Ganesh - Member (Independent Director)

The Audit Committee which met four times during the year 2018-19, held its meetings on 14^th May, 2018, 23^rd July, 2018, 27^th October, 2018 and 24^th January, 2019.

Attendance of members at the Audit Committee meetings held during financial year 20182019 is given below:

Name of the Member	Number of Audit Committee meetings during the year 2018-19
	Held	Attended
Shri K.Prasad	4	4
Shri M.Jagadeesh	4	4
Shri K.Ganesh	4	4

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been entrusted with role of formulating criteria for determining the qualifications, positive attributes and independence of the Directors as well as for identifying persons who may be appointed at senior management levels and also for devising a policy on remuneration of Directors, Key Managerial Personnel and other senior employees. The Committee has the power and role that are in accordance with Section 177 of the Companies Act, 2013 and with Listing Regulations.

Composition of Committee

(1) Shri.K.Prasad - Chairman (Independent Director)

(2) Shri.N.Hari Mohan - Member (Independent Director)

(3) Shri.K.Ganesh - Member (Independent Director)

The Committee which met once during the year 2018-19, held its meeting on 23^rd July, 2018.

Attendance of members at the Nomination and Remuneration Committee meeting held during financial year 2018-2019 is given below:

Name of the Member	Number of Audit Committee meetings during the year 2018-19
	Held	Attended
K Prasad	1	1
N.Hari Mohan	1	1
K Ganesh	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholdersâ Relationship Committee ensures quick redressal of the complaints of the stakeholders and oversees the process of share transfer. The Committee also monitors redressal of Shareholdersâ/Investorsâ complaints/ grievances. In addition, the Committee also monitors other issues including status of Dematerialization/ Rematerialization of shares issued by the Company.

Composition of Committee

(1) Shri. K.Prasad - Chairman (Independent Director)

(2) Shri. N.Hari Mohan - Member (Independent Director)

(3) Shri. K.Rakesh Rao - Member (Independent Director)

The need for convening a meeting of the committee was not felt during the year 2018 -19.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

CSR Committee of the Company has been constituted in line with the provisions of Section 135 of the Act.

The company is committed to operate and grow its business in a socially responsible way, while reducing the environmental impact of its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging people to take small actions every day that will make a big difference.

During the year, one meeting of the CSR Committee was held on 24^th January, 2019.

The composition of the CSR Committee and details of the meeting attended by its members are given below:

Name	Category	Number of meetings during the financial year 2018-19
Name	Category	Held	Attended
Shri. M.Jagadeesh	Managing Director	1	1
Shri. N.Hari Mohan	Independent Director	1	1
Smt.Neelima Kaushik	Independent Director	1	1

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, www.sagarsoft.in.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

BOARD EVALUATION

The Board of directors have carried out annual 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.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments between the end of the financial year and the date of this report and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules are given below.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive Directors
Shri. M.Jagadeesh, Managing Director	3.77
Shri. K.Pradeep Kumar Reddy,	4.78
Executive Director & CFO

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Shri S.Sreekanth Reddy	These Directors were not paid any Remuneration, other than sitting fee.
Shri K.Satish Chander Reddy
Shri K.Prasad
Shri N.Hari Mohan
Shri K.Rakesh Rao
Shri K.Ganesh
Smt. Neelima Kaushik
Shri M.Jagadeesh, Managing Director	41.94
Shri K.Pradeep Kumar Reddy, Executive Director & CFO.	8.06
Shri J.Raja Reddy, Company Secretary	15.00

c. The percentage increase in the median remuneration of employees in the financial year: 13.52%.

d. The number of permanent employees on the rolls of Company: 204.

The average annual increase was around 12% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 20.76%.

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 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 the Listing Regulations.

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.

CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of furnishing report on corporate governance is not applicable to your company as itâs paid up capital and networth is below the threshold limit prescribed for the purpose.

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.

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

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

(a) Technology absorption, Adoption and Innovation : Nil

(b) Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

(Rs. in lakhs)

Foreign Exchange Earning and Outgo	2018-19	2017-18
Foreign Exchange earned	3621.82	3031.07
Foreign Exchange outflow	29.72	20.15

CAUTIONARY STATEMENT

Statements in these reports describing companyâs projections statements, expectations and hopes are forward looking. Though, these expectations etc., are based on reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

Your Board take this opportunity to express the gratitude to 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

Sd/-

Hyderabad S.Sreekanth Reddy

April 29, 2019 Chairman

(DIN: 00123889)

Mar 31, 2018

Dear Members

The Directors are pleased to present their 22^nd Annual Report together with the audited financial statements of the company for the year ended March 31, 2018.

FINANCIAL RESULTS

The discussion on the financial condition and results of operations of the company should be read in conjunction with the companyâs audited financial statements and notes thereto for the year ended 31^st March, 2018.

(Rs.in Lakhs)

Particulars	Year ended
Particulars	31^st March, 2018	31^st March, 2017
Income from operations	3700.07	1629.78
Other Income	32.71	33.68
Total Income	3732.78	1663.46
Total Expenditure	2776.19	1428.35
Profit before depreciation, interest and tax	956.59	235.11
Depreciation	100.09	74.94
Interest	-	-
Profit before tax	856.50	160.17
Provision for Tax	236.15	18.68
Deferred Tax Asset / (Liability) for the year	17.70	35.38
Net Profit	602.65	106.12

DIVIDEND

Your Board has recommended a dividend of Rs.2.50 per equity share (25%) on the 55,60,000 equity shares of Rs.10/- each for the year.

TRANSFER TO RESERVES

The entire balance available in the Profit and Loss Account is retained in it as no transfer from it to reserves is contemplated.

SHARE CAPITAL

The paid up capital of the company is Rs.5,56,00,000/- consisting of 55,60,000 equity shares of Rs.10/- each and there was no change in the share capital of your company during the year under report.

SEXUAL HARASSMENT

Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013, the company has an Internal Complaints Committee. However, no complaints were received or disposed off during the year under the above Act.

AWARDS AND RECOGNITIONS

Your company has already been appraised at CMMI Level 3 and has maintained ISO/IEC 27001:2013 Certification for Information Security Management System (ISMS) for its Software Development & Software Support services and support functions.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The terms of office of Shri.M Jagadeesh and Shri.K.Pradeep Kumar Reddy as Managing Director and Executive Director of the company are expiring on 30^th October, 2018 and 05^th November, 2018 respectively and they have been re-appointed in the respective capacities by your Board based on the recommendation of its Nomination and Remuneration Committee. Shri K.Pradeep Kumar Reddy is also CFO of the Company.

Shareholders approvals are being sought for the above said re-appointments.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri S.Sreekanth Reddy and Shri K.Satish Chander Reddy will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, resolutions seeking the approval of the members for the said re-appointments have been incorporated in the notice of the annual general meeting.

Except Shri S.Sreekanth Reddy, who is a director in Sagar Cements Limited and Sagar Cements (R) Limited, whose transactions with the company have been reported under the related parties disclosure under notes to the accounts and Shri.N.Hari Mohan and Shri.K.Prasad, to the extent of shares held by them, 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 thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from each Independent Director 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.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 22^nd January, 2018, without the attendance of NonIndependent 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 Director and NonExecutive 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 Members to effectively and reasonably perform their duties.

NUMBER OF MEETINGS OF THE BOARD

Four Board meetings were held during the financial year 2017-18 and the gap between two consecutive meetings did not exceed one hundred and twenty days. These meetings were held 24^th May, 2017, 02^nd August, 2017, 06^th November, 2017 and 22^nd January, 2018. Attendance of directors at the above meetings

Name of the Director	Number of board meetings during the year 2017-18
	Held	Attended
Shri S Sreekanth Reddy	4	4
Shri M Jagadeesh	4	4
Shri K Pradeep Kumar Reddy	4	4
Shri N Hari Mohan	4	2
Shri K Rakesh Rao	4	1
Shri K Satish Chander Reddy	4	-
Shri K Prasad	4	4
Shri K Ganesh	4	4
Smt. Neelima Kaushik	4	3

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Company has an Audit Committee at the Board level with power and role that are in accordance with Section 177 of the Companies Act, 2013 and with Listing Regulations. The Audit Committee oversees the accounting, auditing and overall financial reporting process of the Company. The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company.

Composition of Audit Committee

(1) Shri K.Prasad - Chairman (Independent Director)

(2) Shri M.Jagadeesh - Member

(3) Shri K.Ganesh - Member (Independent Director)

The Audit Committee which met four times during the year 2017-18, held its meetings on 24^th May, 2017, 02^nd August, 2017, 06^th November, 2017 and 22^nd January, 2018.

Attendance of members during financial year 2017-2018

Name of the Member	Number of Audit Committee meetings during the year 2017-18
	Held	Attended
Shri K.Prasad	4	4
Shri M.Jagadeesh	4	4
Shri K.Ganesh	4	4

NOMINATION AND REMUNERATION COMMITTEE

Composition of Committee

(1) Shri K.Prasad - Chairman (Independent Director)

(2) Shri N.Hari Mohan - Member (Independent Director)

(3) Shri K.Ganesh - Member (Independent Director)

The need for convening a meeting of the said committee was not felt during the year 2017-18. STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition of Committee

(1) Shri K.Prasad - Chairman (Independent Director)

(2) Shri N.Hari Mohan - Member (Independent Director)

(3) Shri K.Rakesh Rao - Member (Independent Director)

The need for convening a meeting of this committee was not felt during the year 2017-18.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

BOARD EVALUATION

AUDITORS

M/s.Lakshmi & Associates, Chartered Accountants (Firm Registration No.012482S) were appointed as the statutory auditors of the Company by the shareholders at their 21^st Annual General Meeting held on 22^nd September, 2017, to hold office from the conclusion of the said Annual General Meeting till the conclusion of the 26^th Annual General Meeting to be held in the year 2022. Though the said appointment was required to be ratified at every annual general meeting under Section 139, in accordance with the Companies Amendment Act, 2017 enforced from 7^th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting anymore.

AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORT AUDITORSâ REPORT

The auditorsâ report on the financial statements of the company is part of this report and it does not contain any qualifications, reservations or any adverse remarks.

SECRETARIAL AUDITORSâ 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-1, which forms part of this report. The said report does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188 (1) of the Act. 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 is given in Annexure-2 in Form AOC-2 and which forms part of this report.

EXTRACT OF ANNUAL RETURN

CORPORATE SOCIAL RESPONSIBILITY

Your Company has recently constituted a CSR committee with following directors as its members:

(1) Shri M.Jagadeesh, Managing Director

(2) Shri N.Hari Mohan, Independent Director

(3) Smt Neelima Kaushik, Independent Director

However, provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the year under report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments between the end of the financial year and the date of this report and no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ending on March 31, 2018 is Rs.17.01 Crores as compared to Rs.10.89 Crores as at the end of previous financial year ended on March 31, 2017.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules are given below.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive Directors
Shri M.Jagadeesh, Managing Director	3.23
Shri K.Pradeep Kumar Reddy,	5.38
Executive Director & CFO

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Shri S.Sreekanth Reddy	These Directors were not paid any Remuneration, other than sitting fee.
Shri K.Satish Chander Reddy
Shri K.Prasad
Shri N.Hari Mohan
Shri K.Rakesh Rao
Shri K.Ganesh
Smt. Neelima Kaushik
Shri M.Jagadeesh, Managing Director	Nil
Shri K.Pradeep Kumar Reddy, Executive Director & CFO.	Nil
Shri J.Raja Reddy, Company Secretary	10%

c. The percentage increase in the median remuneration of employees in the financial year: 10.95%.

d. The number of permanent employees on the rolls of Company: 183.

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of around 10% in India.

In order to ensure that remuneration reflects Company performance, the performance of the company is also one of the parameters for fixing the remuneration to the employees.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY18 (Lakhs)	82.03
Revenue (Lakhs)	3732.78
Remuneration of KMPs (as % of revenue)	2.20
Profit before Tax (PBT) (Lakhs)	856.50
Remuneration of KMP (as % of PBT)	9.58

g. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2018	March 31, 2017	% Change
Market capitalization (in Cr)	42.23	18.93	123.05
Price Earnings Ratio*	6.90	24.32	-71.61

h. Percentage increase over decrease in the market quotations of the shares of the company, comparison to the rate at which the company came out with the last public offer:

Particulars	March 31, 2018	March 31, 2017	% Change
Market Price in BSE	75.95	34.05	123.05

i. 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 12% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was Nil.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particulars	MD	ED & CFO	CS
Remuneration in FY17-18 (Lakhs)	24.00	40.00	18.03
Revenue (Lakhs)	3732.78
Remuneration as % of revenue	0.64	1.07	0.48
Profit before Tax (PBT) (Lakhs)	856.50
Remuneration (as % of PBT)	2.80	4.67	2.10

k. The key parameters for any variable component of remuneration availed by the directors: Nil.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. 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

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.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

(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

(a) Technology absorption, Adoption and Innovation : Nil

(b) Foreign Exchange Earnings and Outgo :

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

Your Board takes this opportunity to express the gratitude to all the Investors, clients / customers, Vendors. Bankers, Regulatory and Government Authorities and Business associates for their continued support and cooperation extended to the Company. Your Board also takes this opportunity to place on record its appreciation of the contributions made by employees of the company 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

Sd/-

Hyderabad S.Sreekanth Reddy

July 23, 2018 Chairman

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