DIRECTORS' REPORT

The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31,
2026, has been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs and as amended from time to time.

The Board of Directors has immense pleasure in presenting the Twenty Seventh (27^th) Directors' Report of Saksoft Limited
together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.

I. FINANCIAL PERFORMANCE OF THE COMPANY

On a consolidated basis, the Company's turnover increased to Rs. 10,071.91 Million for the current year as against
Rs. 8,830.09 Million in the previous year, recording an increase of 14.06%. The Company's Net Profit Before Tax and
Exceptional Items increased to Rs. 1845.13 Million for the current year as against Rs. 1,419.59 Million in the previous
year, recording an increase of 29.98%.

On a standalone basis, the Company's turnover increased to Rs. 4,926.26 Million for the current year as against
Rs. 4,317.44 Million in the previous year, recording an increase of 14.10%. The Company's Net Profit Before Tax and
Exceptional Items increased to Rs. 1,020.84 Million in the current year as against Rs. 816.24 Million in the previous
year, recording an increase of 25.07%.

Key highlights of Financial performance of the Company for the Financial Year 2025-26 are
provided below:

Dividend

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

*The Board of Directors had approved Interim Dividend @ Re. 0.45/- per share (45%) on Equity Share of Re. 1.00/- on November 10, 2025
for FY 2025-26, to the Shareholders whose names were appearing in the Register of Members as on November 14, 2025, being the Record
Date fixed for this purpose.

**The Board of Directors had recommended a Final Dividend @ Re. 0.55/- per share (55%) on Equity Share of Re. 1.00/- on May 25, 2026 for
the FY 2025-26. The payment is subject to the approval of the Shareholders at the ensuing AGM of the Company to be held on August 07,
2026. The record date for the purposes of the Final Dividend will be July 31,2026.

Cumulatively, the Board of Directors of the company had declared / recommended a total Dividend of Rs 1.00/- per equity share (100%) for
the year under review.

The Board of Directors had approved and adopted the dividend distribution policy of the company and dividends declared/recommended
during the year are in accordance with the said Policy. The web link to access the Dividend Distribution Policy is provided under the subheading
"Website" in the Corporate Governance section of this Annual Report.

***The Dividend is on the post bonus enhanced capital.

Transfer to Reserves

The Company has not transferred any amount to the
General Reserve during the Financial Year under review.

Share Capital

As on March 31, 2026, the issued, subscribed and
paid-up share capital of the Company stands at
Rs.13,25,51,250, comprising 13,25,51,250 equity
shares of Re. 1 each.

Subsidiary Companies

The subsidiaries of the Company are primarily engaged
in the business of providing IT services, allied business
solutions and strategic consulting services, including
comprehensive digital transformation offerings to
their customers across geographies. The Company
maintains a strong international presence through
its operations in the United States, Europe and Asia
Pacific, enabling it to effectively serve a diverse
global clientele and deliver integrated, cross-border
technology solutions.

Material Changes / Events and Commitments
Affecting the Business Operations and
Financial Position of the Company
Scheme of Amalgamation

• During the Financial Year 2025-26, the Board of
Directors, at its Meeting held on August 08, 2025,
approved a Scheme of Amalgamation pursuant
to Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, for the
Merger of Augmento Labs Private Limited, a
wholly-owned subsidiary, with and into Saksoft
Limited, subject to receipt of requisite approvals
from regulatory and statutory authorities.

Statutory disclosures with respect to
Subsidiary Companies

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

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

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

Particulars of Loans, Guarantees or
Investments

Pursuant to Section 186 of the Companies Act, 2013
and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (herein
after referred to as 'the SEBI Listing Regulations'),
as amended from time to time, disclosure on
particulars relating to Loans, Guarantees and
Investments are provided as part of note no 13.1 of
the Financial Statements.

II. BUSINESS OPERATIONS AND STATE
OF AFFAIRS

Global Business Environment

The global Business Environment in FY 2025-26 has
been defined by heightened geopolitical tensions,
cross-border disruptions, and macroeconomic
uncertainty. Despite these headwinds, enterprises
continued to accelerate technology investments to
improve resilience, enhance productivity and create
differentiated customer experiences.

Artificial Intelligence (AI) emerged as a defining force
across industries, moving beyond experimentation
towards enterprise-wide adoption. Organisations
increasingly focused on embedding AI into core
business processes to augment decision-making,
automate complex workflows, and unlock new
sources of value. As AI capabilities continue to evolve,
competitive advantage will increasingly depend on an
organisation's ability to effectively integrate AI into
its operating model, combine it with deep domain
expertise, and maintain robust governance, security,
and human oversight.

AI is creating new opportunities to modernize enterprise
architecture, accelerate digital transformation and
reimagine operating models driving increase demand
for scalable cloud infrastructure, data platforms,
cybersecurity, and intelligent integration services.
The central challenge—and equally the greatest
opportunity-lies in transforming rapidly evolving AI
capabilities into secure, reliable, production-grade
enterprise solutions that deliver measurable business
outcomes on a scale.

Strategic Response: The Customer Zero (C0)
Initiative

In recognition of this paradigm shift, Saksoft launched
its Customer Zero (C0) initiative, to accelerate
enterprise-wide AI adoption by first transforming its
own operations. The initiative reflects the Company's
philosophy of "becoming the first customer"—
validating AI solutions internally before taking them
to clients.

Through Customer Zero, Saksoft is embedding AI
across business functions to improve productivity,
enhance decision-making, automate workflows, and
create measurable business outcomes. Internal pilots
enable the Company to develop proven methodologies,
governance frameworks, and reusable accelerators
that can be adapted across client engagements.

This approach positions Saksoft as an AI co-innovation
partner, combining practical implementation
experience with deep engineering expertise to help
clients move confidently from AI experimentation to
enterprise-scale deployment.

Supporting this strategy are Saksoft's Innovation
Labs and expanding capabilities across Generative AI,
Agentic AI, AI-enabled Product Engineering, Data & AI,
Integration and API Engineering, Cloud, Cybersecurity,
Salesforce, and ServiceNow. Together with the
Company's "Innovate, Build, Modernise and Operate"
delivery model, these capabilities enable Saksoft to
deliver integrated, end-to-end digital transformation
programmes that address evolving enterprise needs.

Artificial Intelligence Initiatives

FY 2025-26 represented Saksoft's most ambitious
year of enterprise AI execution, advancing decisively
from exploration to production-grade agentic
deployment. During the year, the Company focused on
four strategic pillars designed to strengthen internal
capabilities while accelerating client adoption.

1. AI Experience Center

Saksoft established its AI Experience Center as a
dedicated environment to demonstrate working
AI solutions tailored to industry-specific business
challenges. The centre houses a portfolio of
customer-ready use cases across Banking &
Financial Services, Logistics, Digital Commerce,
and Emerging Verticals, enabling clients to
experience practical AI applications rather than
conceptual demonstrations.

By supporting interactive workshops and solution
demonstrations, the Experience Center enhances
customer engagement, shortens sales cycles,
and reinforces Saksoft's positioning as a trusted
AI transformation partner.

2. Customer Zero - Internal Agentic Pilots

As part of the Customer Zero initiative,
Saksoft deployed AI solutions across internal
business functions to validate use cases,
refine governance frameworks, and establish
repeatable implementation methodologies
before customer deployment.

These initiatives have enabled the Company
to develop reusable deployment frameworks,
best practices for responsible AI adoption, and
practical insights that reduce implementation
risk and accelerate time-to-value for clients.

3. Headless 360 - Agentic User Experience

Headless 360 represents Saksoft's vision for the
next generation of enterprise user experience,
where AI becomes the primary interaction layer
between users and enterprise applications.

The framework enables employees to access
enterprise systems through natural language
interactions rather than navigating multiple
applications, bringing together organisational
knowledge, business processes, and enterprise
data through secure AI-powered interfaces
integrated with collaboration platforms such as
Microsoft Teams.

This approach is designed to simplify user
experiences, improve productivity, and accelerate
enterprise decision-making while maintaining
robust governance and security controls.

4. AI-Led Engineering

Saksoft continued to strengthen its engineering
capabilities by embedding AI across the
Software Development Lifecycle (SDLC), enabling
engineering teams to deliver software faster,
improve quality, and enhance client outcomes.

The programme focuses on equipping engineers
with AI-native skills and integrating AI-powered
tools across every stage of the SDLC—from
requirements analysis and solution design
through code generation, testing, documentation,
deployment, and ongoing support. Supported
by structured learning programmes, Centres of
Excellence, and a network of AI Champions, Saksoft
is driving the responsible adoption of AI across
engineering teams while establishing common
standards, governance, and best practices.

By combining engineering expertise with AI-
assisted development, Saksoft is improving
developer productivity, accelerating delivery
timelines, enhancing software quality, and
enabling its teams to focus on higher-value
innovation and complex problem-solving
for clients.

Salesforce Practice

Building on AI-first foundations, the Salesforce practice
delivered high-complexity engagements across
advanced implementations, large-scale integration
programmes, enterprise data management, and
a growing Agentforce portfolio — serving clients
across Banking & Financial Services, Logistics, Digital
Commerce, and Emerging Verticals

Key project highlights:

• Enterprise Agentforce Deployments: Production-
grade Agentforce and AI agent deployments for
customers, reducing response and resolution
times and enabling always-on autonomous
service operations

• Multi-Cloud Implementations: Sales Cloud, Service
Cloud, and Data Cloud implementations with
complex business rules and cross-system data
residency requirements

• Large-Scale Integrations: Enterprise integration
architectures connecting Salesforce with ERP,
payment gateways, data lakes, and third-party
CRMs using MuleSoft — enabling real-time data
flows across 20 integrated systems

• Data Cloud Acceleration: Large-scale data
migration, harmonisation, and deduplication
programmes establishing AI-ready data foundations

Innovation Accelerators matured significantly during
the year:

• SakCare Critical Agent: Banking and financial
services flagship agent delivering a 97%
improvement in response times (45 minutes to 90
seconds), reaching production at enterprise clients

• Salesforce Admin Copilot: Consistently
delivering 60-70% efficiency gains in org setup
and maintenance

ServiceNow Practice

Saksoft's ServiceNow practice operates as a dedicated
Centre of Excellence with capabilities spanning
IT Service Management (ITSM), IT Operations
Management (ITOM), IT Asset Management (ITAM),
Strategic Portfolio Management (SPM), Governance,
Risk & Compliance (GRC), Customer Service
Management (CSM), Employee Experience, and AI -
enabled workflow automation. During the year, the
practice consistently delivered high levels of customer
satisfaction, maintaining an average CSAT score of
over 4.75 out of 5.00 across engagements.

The practice delivered several strategic transformation
programmes during the year. For a leading US-
based logistics enterprise, Saksoft revitalised an
underutilised ServiceNow platform by eliminating
operational backlogs, increasing platform adoption,
and expanding the implementation across multiple
ServiceNow modules. The engagement evolved into
a strategic managed services relationship, with the
client continuing to invest in new capabilities and
platform enhancements.

In the UK utilities sector, Saksoft successfully
modernised legacy business applications through
ServiceNow by replacing a critical water network control
application and delivering a new Incident Reporting
and Investigation System. The programme involved
the migration of several years of operational data while
significantly accelerating implementation timelines,
demonstrating the Company's ability to execute
complex, business-critical platform transformations.

TalkFrontDesk, Saksoft's proprietary AI-powered voice
agent, was developed. It provides an always-available
voice interface for the service desk — capable of
answering calls, identifying callers, understanding
queries, and either resolving them or automatically
creating tickets without human intervention. Key
capabilities include dynamic multilingual response,
knowledge-based query deflection, automatic ticket
creation with full transcript retention, and demand-
responsive scaling.

Data, Analytics & AI Practice

The Data, Analytics & AI practice continued to
experience strong demand as enterprises accelerated
investments in modern data platforms to support
analytics, automation, and enterprise AI adoption. The
practice organised its focus around:

1. Enterprise AI Competency Centres (AI CoC):

Operating on a Build-Operate-Transfer (BOT)
model, Saksoft embeds AI engineering teams
within client organisations — combining AI
architects, data engineering specialists, platform
engineers, AI governance expertise, and agentic
AI frameworks — designed to progressively
enable clients to internalise these capabilities
over a 3-5 year horizon.

2. Operationalising Enterprise Data & AI Platforms:

A DataOps-led approach across three pillars
— Build (establishing scalable, AI-ready data
platforms), Run (operating platforms with
observability and SLA-driven managed services),
and Modernise (transforming legacy data
warehouses into cloud-native architectures).
Capabilities were expanded across Microsoft
Fabric, Databricks, Snowflake, AWS, GCP, and
Lakehouse architectures.

3. AI Adoption Accelerators: Multiple structured
frameworks introduced, including the AI ROI
Canvas (identifying and prioritising AI use cases by
business impact and feasibility), an AI Evaluation
Framework (governance-led validation across
accuracy, compliance, hallucination control,
and trustworthiness), an Agent Architecture
Blueprint (reusable architecture for enterprise
AI agents covering RAG patterns, orchestration,
and governance), and an AI-Led Migration
Framework targeting up to 50% reduction in
migration turnaround time.

Strategic Customer Engagements included
a greenfield Data & AI platform for a leading
ecommerce retailer, a real-time data ingestion
platform for a UK utilities organisation, an
integrated logistics platform combining order
management and real-time tracking, and
continued strong demand for Tableau-to-Power BI
migrations and cloud-native analytics adoption.

Business Unit Performance

Hi-Tech and Emerging Verticals

The Hi-Tech, Media and Utilities (HMU) Business Unit
delivered a diverse portfolio of digital transformation,
cloud modernisation, and platform engineering
engagements globally.

A flagship engagement involved migrating over 500
client tenants from Azure to Rackspace SDDC Flex
Cloud for a US-based technology client, encompassing
infrastructure redesign, cloud optimisation,
networking, security, SQL topology modernisation,
and 24x7 operational support-resulting in improved
platform stability and reduced infrastructure costs.

In enterprise applications, Saksoft supported
a US-based client's Salesforce transformation,
consolidating multiple instances into a unified CRM
platform with bi-directional synchronisation, lead
routing, and reporting enhancements. Within Telecom,
the BU delivered UI/UX modernisation and an LMS
transformation leveraging SAP technologies, covering
compliance training, self-service development,
analytics, and workforce engagement.

BFS - Modernising Workflows Towards
Better Outcomes

The Fintech Business Unit drove large-scale
modernisation across customer engagement
platforms, dispute management systems, data
engineering ecosystems, and trading workflows.

A major Salesforce-driven transformation consolidated
multiple legacy customer service portals into a unified
platform, with MuleSoft introduced as a middleware
layer to enable real-time data access without persisting
sensitive data in Salesforce — ensuring alignment with
enterprise governance and regulatory requirements.
Key capabilities enhanced included employment
dispute resolution, TAT computation with automated
compensation calculation, UPI-based digital payment
integration, CIR compliance reporting, and multi¬
factor authentication.

An AI-led Quality Engineering transformation
modernised the Software Testing Life Cycle through
intelligent automation — enabling smart test case
generation, risk-based prioritisation, automated SQL
and backend validation, and end-to-end orchestration
across UI, API, and database layers. This resulted
in materially reduced regression cycles and faster
release readiness.

In data and analytics, AI-driven automation initiatives
covered code generation for PySpark and SQL, data
comparison tools, regression reporting automation,
and AML compliance enhancements through AI-
supported screening, automated risk profiling, and real¬
time investigation workflow updates — significantly
strengthening risk detection accuracy. A large-scale
modernisation of trade processing systems was also
executed, covering end-to-end lifecycle management
from trade entry through settlement.

Digital Commerce - Enabling Market Readiness

The Digital Commerce unit delivered multiple
modernisation and AI-driven transformation initiatives
with a strong focus on scalability, automation, and
accelerated delivery.

A configurable AI-powered Presales Agent was

developed using Copilot Studio, enabling sales teams
to interact with the platform for product portfolio
recommendations, proposal generation, pricing
guidance, and battle card creation — with role-based
access controls for sensitive commercial information.

A scalable GenAI Engine was built to support
conversational AI and ML-driven use cases including
predictive analytics and demand forecasting,
implementing a RAG-based ingestion and retrieval
framework for structured and unstructured data.

AI-assisted engineering practices delivered efficiency
improvements of approximately 70-80% through
intelligent code generation, automated test creation,
refactoring support, and documentation generation.
Customer engagement capabilities were also
strengthened through personalised campaigns,
recommendation engines, customer segmentation,
and omnichannel communication orchestration
across email, SMS, WhatsApp, and web.

A major commerce platform migration was completed
using a Lift-and-Shift approach, including legacy
customisation modernisation, AWS S3 integration,
Kubernetes infrastructure deployment, and CI/CD
automation-significantly improving platform reliability
and cloud readiness.

Outlook for FY 2026-27

The rapid adoption of Artificial Intelligence, cloud
technologies, and data-driven operating models is
expected to continue reshaping enterprise technology
investments in FY 2026-27. As organisations move
from experimentation to enterprise-wide deployment,
demand is expected to increase for trusted partners
capable of delivering secure, scalable, and outcome-
driven transformation.

Saksoft enters the year with strengthened capabilities
across AI, Data & Analytics, Cloud, Enterprise Platforms,
Product Engineering, and Digital Transformation. Backed
by its Customer Zero initiative, expanding portfolio of
industry-specific accelerators, and deep engineering
expertise, the Company is well positioned to help clients
modernise core business processes, accelerate AI
adoption, and realise measurable business value.

The Company remains focused on building long¬
term strategic customer relationships, expanding
platform-led and managed services engagements,
and investing in innovation, talent, and partnerships
to drive sustainable growth and create long-term value
for all stakeholders.

Management Discussion and Analysis

The Management Discussion and Analysis Report
in terms of Regulation 34(2)(e) of the SEBI Listing
Regulations is attached and forms part of the
Annual Report.

Business Responsibility and Sustainability
Report

I n accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report has been prepared and included
as part of the Annual Report.

III. GOVERNANCE AND ETHICS

Corporate Governance

The Company's governance framework is designed
to promote ethical, transparent and accountable
business conduct across all levels of the organisation.
Anchored in strong corporate governance principles,
the framework ensures effective oversight, prudent
risk management and responsible decision-making.

Guided by our steadfast commitment to integrity
and compliance, we continuously strive to create
sustainable, long-term value for all our stakeholders,
including shareholders, employees, customers,
business partners and the communities in which
we operate. Our governance philosophy emphasizes
transparency, fairness and responsibility, thereby
reinforcing stakeholder confidence and supporting
the Company's enduring growth.

Directors

The composition of the Board of Directors is in
accordance with the provisions of Section 149 of the
Companies Act 2013 and Regulation 17 of the SEBI
Listing Regulations, with an optimum combination of
Executive Director, Non-Executive Non-Independent
Directors, Independent Directors and Women Directors.

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

Inductions

Pursuant to the succession and governance
requirements of the Company, the Board has identified
and approved the appointment of Mr. Vaidyanathan
Sreenivasan (DIN: 11549452) and Mr. Mahesh
Ramakant Muzumdar (DIN: 02402435) as Additional
Directors (Non- Executive Independent), subject to the
approval of shareholders in the upcoming AGM and
other requisite approvals, as applicable.

Further, the Board has also approved the appointment
of Ms. Avantika Krishna (DIN: 07382967), as an
Additional Director (Executive Whole Time) to
strengthen the executive leadership of the Company
and support its strategic and operational objectives,
subject to the approval of the shareholders in the
upcoming AGM and other requisite approvals,
as applicable.

The proposed appointments are aimed at
enhancing the diversity of experience, domain
expertise and independent oversight further on the
Board, while ensuring continued alignment with
applicable corporate governance requirements and
best practices.

Reappointment

Directors retiring by rotation

In accordance with the provisions of Companies
Act, 2013, Mr. Ajit Thomas (DIN: 00018691), retires
by rotation and being eligible offers himself for re¬
appointment. A resolution seeking shareholders'
approval for his re- appointment forms part of the
Notice to the Annual General Meeting.

Retirements and resignations

During the year under review, Mr. Ganesh Chella (DIN:
01889831) resigned from the Board as an Independent
Director with effect from April 23, 2025 on account of
personal reasons.

Mr. VVR Babu (DIN: 07234186) retires from the Board
of Directors with effect from May 26, 2026, upon
completion of two consecutive terms of five years
each as an Independent Director of the Company.

The Board places on record its sincere appreciation for
their valuable guidance and contribution during their
tenure and conveys its gratitude for their dedicated
services to the Company.

Independent Directors

The Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs, Manesar ('IICA') as required under
Rule 6 of Companies (Appointment and Qualification
of Directors) Rules, 2014.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors of the Company
have submitted declarations to the effect that each of
them meets the criteria for Independence as laid down
in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1) (b) of the SEBI Listing
Regulations. Directors of the Company have met all
the obligations as prescribed under Regulation 25 of
SEBI Listing Regulations. In the opinion of the Board,
the Independent Directors possess the requisite
expertise and experience and are people of high
integrity and repute. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company during the year.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31, 2026 are:

1. Mr. Aditya Krishna, Chairman & Managing
Director,

2. Mr. Niraj Kumar Ganeriwal, Chief Operating
Officer & Chief Financial Officer and

3. Ms. Meera Venkatramanan, Vice President -
Company Secretary and Compliance Officer.

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

Meetings of the Board

The Board met four times during the Financial Year
2025-26. The details pertaining to the Board Meetings
and attendance are provided in the Corporate
Governance report that forms part of this Annual
Report. The necessary quorum was present for all the
Meetings. The maximum interval between any two
Meetings did not exceed 120 days, as prescribed by
the Companies Act, 2013 and SEBI Listing Regulations.

Meeting of Independent Directors

To facilitate the exercise of independent judgment
by the Independent Directors and to ensure objective
oversight of the Company's affairs, a separate meeting
of the Independent Directors was held on February
2, 2026. The meeting provided an opportunity for
the Independent Directors to review the affairs of
the Company, evaluate the quality, adequacy, and
timeliness of the information flow between the
Management and the Board, and effectively discharge
their governance and oversight responsibilities.

Board Evaluation

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

The Board evaluation framework has been designed
by the Nomination and Remuneration Committee in
compliance with the requirements of the Companies
Act, 2013 and the SEBI Listing Regulations, and in line
with the Guidance Note on Board Evaluation issued by
SEBI in January 2017. For this purpose, the Company
has implemented a structured Board evaluation tool
comprising detailed questionnaires with qualitative
parameters and rating-based feedback mechanisms.

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

• Evaluation of Committees was based on criteria
such as adequate independence of each Committee,
frequency of meetings and time allocated for

discussions at meetings, functioning of Board
Committees and effectiveness of its advice/
recommendation to the Board, etc.

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

• Evaluation of the Chairperson was based on criteria
such as leadership of the Board, effectiveness in
setting the agenda, facilitating open and constructive
discussions, ensuring active participation of
Directors, maintaining effective relationships with
management and stakeholders, and upholding high
standards of corporate governance.

The evaluation of the performance of the Board, its
Committees, Chairman & Directors and suggestion
emanating out of the performance evaluation exercise
were reviewed by the Nomination & Remuneration
Committee & Board of Directors at their meetings
held on May 25, 2026. The Board evaluation outcome
showcasing the strengths of the Board and areas of
improvement in the processes and related issues
for enhancing Board effectiveness were discussed
by the Nomination & Remuneration Committee and
the Board at their respective meetings. Overall, the
Board expressed its satisfaction on the performance
evaluation process as well as performance of all
Directors, Committees and Board as a whole.

Committees of the Board

The Company has the following Board Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders' Relationship Committee

iv) Risk Management Committee

v) Corporate Social Responsibility Committee

Details of the composition of all the Committees,
their terms of reference, attendance of Directors
at meetings of the Committees and other requisite
details are provided in the Corporate Governance
Report, forming part of the Annual Report.

Policy on Board Diversity

The Company firmly believes that a diverse and
inclusive Board is fundamental to sustainable value
creation and sound governance. Building a Board with
varied perspectives, backgrounds and experiences
enhances strategic oversight and decision-making
quality. In this regard, diversity in terms of ethnicity,
age, gender, professional expertise and industry

experience remains a key area of strategic focus in
the composition of the Board. A balanced mix of skills
and viewpoints enables constructive deliberations and
supports the Company's evolving business objectives.

In line with this commitment, the Board has adopted a
Board Diversity Policy, which outlines the Company's
approach to achieving and maintaining diversity on the
Board of Directors. The web link to access the Board
Diversity Policy is provided under the subheading
"Website" in the Corporate Governance section of this
Annual Report.

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

The Company's policy on Directors' appointment and
remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report and
is also available on the Company's website -https://
www.saksoft.com/investor/corporate-governance/

Risk Management

Risk Management constitutes an integral and
embedded component of the Company's overall
business strategy and governance framework.
Pursuant to Section 134(3)(n) of the Companies Act,
2013, the Company has formulated and implemented
a comprehensive Risk Management Policy.

The Policy provides a structured framework for
identification, evaluation, monitoring, and mitigation
of various business, operational, financial, regulatory,
and strategic risks. It lays down defined procedures
for risk assessment and minimisation, assigns
responsibility for risk oversight, and ensures periodic
review at appropriate levels of management and the
Board. The objective of the framework is to proactively
manage uncertainties and strengthen the Company's
resilience in a dynamic business environment.

A statement outlining the Company's approach to
risk management, including identification of key risks
and corresponding mitigation strategies, is provided
in Annexure 7 to this Report and forms an integral
part hereof.

Based on a detailed and considered review of the risk
landscape during the year under review, the Company
has not identified any material risks or perceived
threats that, in the opinion of the Board, would pose a
threat to the continued existence of the Company.

Nomination and Remuneration Policy

The Company has in place a comprehensive
Nomination and Remuneration Policy governing the
appointment and remuneration of Directors, Key
Managerial Personnel (KMP) and Senior Management

Personnel. The Policy has been formulated in
accordance with the requirements of Section 178(3) of
the Companies Act, 2013 and the applicable provisions
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations.

The Policy sets out, inter alia, the criteria for
determining the qualifications, positive attributes,
independence and performance evaluation of
directors, and for recommending to the Board
policies relating to remuneration of directors, key
managerial personnel and senior management, as
well as Board diversity. It identifies and recommends
individuals for appointment or removal as directors
and senior management, determines the optimal
size and composition of the Board, and establishes
a transparent process for selection of new directors.
The Committee also reviews and recommends
continuation of independent directors based on
performance evaluation, ensures issuance of formal
appointment letters in line with applicable regulations,
and may delegate its powers or consider any other
matters as referred to it by the Board.

The key requirements of the policy can be found in the
link providedNRC Policy

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has
established a robust vigil mechanism for directors
and employees in conformation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations,
which oversees and monitors the implementation
of ethical and business practices in the Company.
Details of the Vigil Mechanism are covered under the
Corporate Governance Report, which forms part of this
Annual Report.

Director's Responsibility Statement

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

(a) I n the preparation of the Annual accounts for
the Financial Year ended March 31, 2026, the
applicable accounting standards had been
followed and there are no material departures.

(b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the company at the end of the Financial
Year and of the profit of the Company for the year
under review.

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the

company and for preventing and detecting fraud
and other irregularities.

(d) The Annual Accounts have been prepared on a
going concern basis.

(e) Suitable Internal Financial Controls have been
laid down to be followed by the Company and that
such Internal Financial Controls are adequate and
were operating effectively.

(f) Adequate systems and processes have been
devised to ensure compliance with the provisions
of applicable laws and that such systems were
adequate and operating effectively.

Based on the framework of Internal Financial Controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company's Internal Financial Controls were adequate
and effective during FY 2025-26.

Particulars of contracts or arrangements
made with Related Parties

None of the transactions with the Related Parties
fall under the scope of section 188(1) of the Act.
Accordingly, the disclosure of Related Party
Transactions as required under section 134(3)(h) of
the Act in form AOC-2 is not applicable to the Company
for FY 2025-26 and hence does not form part of
this report.

As per the SEBI Listing Regulations, all related party
transactions were placed before the Audit Committee
and also the Board of Directors. Prior approval of the
Audit Committee was obtained on yearly/quarterly
basis for the transactions entered with related parties,
except with/between the wholly owned subsidiary
Companies, whose accounts are consolidated with
the Company. The transactions entered into pursuant
to the omnibus approval so granted has been placed
before the Audit Committee and the Board of Directors
for their approval on a quarterly basis.

Members may refer to Note 22(c) of the Standalone
Financial Statement which sets out Related Parties
Disclosures pursuant to Ind AS.

Human Resource Management

Our employees remain our most valued asset and the
cornerstone of our sustained growth and long-term
success. The Company's Human Resources philosophy
is centered on fostering a high-performance, inclusive,
and future-ready workforce. We are committed to

enabling our employees to continuously enhance
their skills, progress in their careers, and confidently
navigate evolving professional opportunities within
the organisation. Through structured learning
and development initiatives, leadership-building
programs, performance management systems, and
career progression frameworks, we seek to create an
environment that promotes meritocracy, innovation,
and collaboration.

During the Financial Year under review, the Human
Resources function continued to drive its global
transformation agenda amidst a volatile and complex
business environment. HR played a strategic role in
aligning people practices with business objectives,
strengthening workforce planning, and enhancing
organisational agility. Focused efforts were undertaken
toward mid- and long-term resource planning, talent
optimization, succession planning, and capability
development to ensure that the Company remains
resilient and well-positioned to meet emerging
opportunities and challenges.

The HR function also continued to act as a catalyst
for change by supporting organisational restructuring
initiatives, digital transformation in people processes,
and the adoption of best-in-class HR practices.
Emphasis was placed on employee engagement,
well-being, diversity and inclusion, and strengthening
internal communication frameworks to foster a
transparent and collaborative workplace culture.

Recognising the evolving nature of work, the
Company continued to offer a structured hybrid work
model during the year. This approach was designed
to balance operational efficiency with employee
well-being, while safeguarding both employee and
employer interests. The hybrid model has enabled
flexibility, improved productivity, supported work-
life integration, and enhanced talent retention, while
maintaining strong governance, accountability, and
performance standards across teams.

a. Particulars of Employees

The percentage increase in remuneration,
ratio of remuneration to each Director and Key
Management Personnel (as required under the
Act) to the median employees remuneration
and the details required under Section 197(12)
of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of the
Managerial Personnel) Rules, 2014 forms part of
this report under Annexure-2

b. Employees Stock Option Scheme

The Company presently administers the ESOP
Scheme 2009 through the Saksoft Employees
Welfare Trust. During the financial year
under review, there were no modifications or
amendments to the said Scheme.

The ESOP Scheme is in compliance with the
applicable provisions of the Companies Act,
2013 and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
The disclosures as prescribed under the
aforesaid SEBI Regulations have been duly made
and are available on the Company's website at
https://www.saksoft.com/investor/company-
announcements/annual-general-meetings/.

Further, the relevant details pertaining to the
ESOP Scheme form part of the Notes to the
Financial Statements for the year under review.

c. Policy on Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company is committed to fostering a work
environment that is founded on dignity, equality,
and mutual respect, and is free from all forms
of discrimination and harassment, including
sexual harassment. The Company maintains a
zero-tolerance approach towards any instance
of sexual harassment in the workplace and
has implemented a comprehensive Policy
on Prevention, Prohibition and Redressal of
Sexual Harassment in strict compliance with
the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules
framed thereunder.

The Policy outlines clear procedures for reporting,
inquiry, and redressal of complaints, while
ensuring confidentiality, fairness, and protection
against victimisation. It applies uniformly to all
employees of the Company, including permanent
employees, contractual staff, temporary
employees, trainees, and interns, thereby ensuring
inclusive coverage across the organisation.

To reinforce awareness and promote a culture of
respect, the Company conducts regular training
and sensitisation programmes throughout the
year. These initiatives are designed to educate
employees about acceptable workplace
behaviour, the mechanisms available for
grievance redressal, and their roles and
responsibilities in maintaining a safe and
inclusive work environment.

An Internal Complaints Committee (ICC) has been
duly constituted in accordance with the statutory
requirements to receive, inquire into, and resolve
complaints pertaining to sexual harassment. The
composition of the ICC is displayed prominently
on notice boards at conspicuous locations across

all Company offices to ensure transparency
and accessibility.

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

During the year under review:

• Number of complaints received during the
year: NIL

• Number of complaints disposed of during the
year: NIL

• Number of cases pending for more than 90
days: NIL

• Number of Workshop or awareness Program: 9

• Nature of Action taken by the employer or
District Officer: NIL

IV. INTERNAL FINANCIAL CONTROLS
AND AUDIT

Adequacy of Internal financial control
systems:

The Company has established a comprehensive
framework on Internal Financial Controls, supported by
well-defined policies and procedures aligned with the
size, scale, and nature of its operations, particularly in
relation to financial reporting. In compliance with Rule
8(5)(viii) of the Companies (Accounts) Rules, 2014, the
Company maintains adequate and effective internal
control systems to oversee business processes,
ensure reliability of financial and non-financial
reporting, safeguard assets, and secure compliance
with applicable laws and regulations.

These control mechanisms are subject to periodic
evaluation and review by the Audit Committee of the
Board in terms of Part C of Schedule II of the SEBI
Listing Regulations. The Committee assesses the
adequacy and effectiveness of internal controls,
identifies gaps or deficiencies, and ensures that
corrective actions are implemented in a structured
and time-bound manner to strengthen operational
efficiency and governance standards.

Further, the Audit Committee reviews the reports of
the Internal Auditors, including key observations, risk
areas, significant accounting policies, and process-
related improvements.

The Board and the Audit Committee also consider the
findings and recommendations of both Internal and
Statutory Auditors, and monitor the implementation
of remedial measures undertaken by management to
reinforce the internal control environment and promote
sound governance practices across the organisation.

Statutory Audit

Pursuant to Sections 139 and 142 of the Companies
Act, 2013, at the Twenty-Third Annual General Meeting
held on August 9, 2022, the Members approved the
appointment of M/s. R. G. N. Price & Co., Chartered
Accountants (Firm Registration No. 002785S), as the
Statutory Auditors of the Company for a term of five
consecutive years. Their tenure shall conclude at the
end of the Annual General Meeting to be held for the
financial year 2026-27.

Further, in terms of Regulation 33(1)(d) of the SEBI
Listing Regulations M/s. R. G. N. Price & Co., Chartered
Accountants, Statutory Auditors of your Company
have confirmed that they hold a valid certificate issued
by the 'Peer Review Board' of Institute of Chartered
Accountants of India (ICAI) for these years and have
provided a copy of the said certificate to your Company
for reference and records.

Each financial year, the Statutory Auditors confirm
their independence and compliance with applicable
ethical standards. Based on the representations and
disclosures provided, no circumstances have been
identified that could impair their independence in
accordance with the applicable provisions of law.

The Statutory Auditors conduct their audit in
accordance with the standards prescribed under
applicable regulations and assess whether the
financial statements present a true and fair view of the
Company's financial position and performance. They
evaluate internal controls relevant to the preparation
of financial statements, seek necessary explanations
from management, and report their observations to
the Audit Committee.

The Audit Committee deliberates on the auditors'
findings, significant observations, and areas requiring
improvement. Any matters requiring corrective action
are monitored, and management provides updates
on the status of implementation in subsequent
meetings, thereby ensuring continuous oversight
and strengthening of the financial reporting and
governance framework.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations,
at the Twenty-Sixth Annual General Meeting held
on August 8, 2025, the Members approved the
appointment of M/s. Lakshmmi Subramanian and
Associates as the Secretarial Auditors of the Company
for a term of five consecutive years. Their tenure shall
conclude at the end of the Annual General Meeting to
be held for the financial year 2029-30.

M/s. Lakshmmi Subramanian and Associates holds
a valid Certificate of Peer Review (bearing No.
6608/2025) as issued by the Institute of Company
Secretaries of India and have confirmed their eligibility
to be appointed as the Secretarial Auditors for the term
of 5 (Five) consecutive years.

The Secretarial Audit forms an integral part of the
Company's overall governance and compliance
framework. The Secretarial Auditors conduct the
audit in accordance with the applicable provisions
of law and examine the Company's compliance with
corporate, securities and other applicable regulations.

All requisite information and records are made
available to the Secretarial Auditors within the
stipulated timelines. The observations and reports
are periodically reviewed, and the Secretarial Audit
Report is placed before the Audit Committee and
the Board for their noting and consideration. Any
recommendations or areas requiring improvement
are suitably addressed by the management to ensure
continuous strengthening of the compliance and
governance processes.

Internal Audit

Pursuant to Section 138 of the Companies Act, 2013
read with Rule 13 of Companies (Accounts) Rules 2014,
M/s Finstein Advizory LLP are Independent Internal
Auditors of the Company. The Audit Committee
determines the scope of internal Audit in line with
regulatory and business requirements. Your directors
endorse that during the year under review, there were
no reportable material weaknesses in the present
systems or operations of internal controls.

Auditors Report and Secretarial Audit Report

The Statutory Auditors' Report and the Secretarial
Audit Report for the financial year under review do
not contain any material qualifications, reservations,
adverse remarks, or disclaimers. The Secretarial Audit
Report of the Company is annexed to this Report as
Annexure 3.

The Notes to the Financial Statements referred to in
the Statutory Auditors' Report are self-explanatory and
adequately describe the matters to which they relate.
Accordingly, they do not call for any further comments
or explanations from the Board.

Reporting of Frauds by Auditors

During the financial year under review, neither the
Statutory Auditors nor the Secretarial Auditors have
reported any instance of fraud committed against the
Company by its officers or employees under Section
143(12) of the Companies Act, 2013. Accordingly, no
disclosure in this regard is required to be made in the
Board's Report.

V. SOCIAL RESPONSIBILITY AND
SUSTAINABILITY

Corporate Social Responsibility

Saksoft' s CSR initiatives and activities are aligned
to the requirements of Section 135 of the Companies
Act, 2013. The brief outline of the Corporate Social
Responsibility (CSR) policy of the Company and the
social initiatives undertaken by the Company on CSR
activities during the year under review are set out in
Annexure 1 of this report in the format prescribed
in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance
Report, which is a part of this report. The CSR policy
is available for view on the Company's websitehttps://
www.saksoft.com/investor/corporate-governance/

Chief Financial Officer has certified that the funds
disbursed for CSR related activities have been utilized
for the purpose and in the manner recommended
by CSR Committee and approved by the Board of
Directors for FY 2025-26.

Particulars Regarding Conservation of
Energy, Technology Absorption and Research
and Development

Details of steps taken by the Company to conserve
energy through its "Sustainability" initiatives, Research
and Development and Technology Absorption as
required under Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014.

a. Conservation of Energy

The Company is committed to Sustainable
business models and working towards an inclusive
and collaborative supply chain ecosystem to
ensure broader adherence to environment and
climate change protocols. The company continues
to emphasize on greener operational models like
sensor-based lighting with low emissions, judicious
use of resources in the day to day operations,
paperless functioning methods, timebound
energy conservation measures, and hybrid work
models to ensure lesser impact on environment
and controlled emissions. The company has
overhauled its Air conditioning units resulting
in usage of eco-friendly gases and refrigerants.
The company's registered office is housed in a
LEED certified green building and the facilities
management has recently increased the grid
generation capacity through renewable sources
to 60% of the overall consumption demonstrating
continued commitment to climate change impact.
The facilities management also segregates dry,
solid and wet waste and ensures proper recycling
to usable manure for greener projects. We have
also installed a 158.4KW capacity Solar power
generation panels at our Noida facility centre
owned by the wider group marking transition to
increased use of renewable sources. The Group
continues to undertake Annual assessment of

its GHG emissions and has obtained validation
of its Near-Term Targets from SBTi for reduction
of Scope 1,2 & 3 category emissions. The Group
is working towards aligning its CSR spends for
ESG related projects and contribute to general
wellbeing of the society

b. Technology Absorption

Embedding AI for Excellence- Our commitment to
innovation begins within our own walls, where we
have embedded advanced AI capabilities across
core internal functions including HR, recruitment,
and administration. Our infrastructure undergoes
continuous upgrades to ensure 24/7 availability
and seamless scalability, regardless of external
market conditions.

c. Research and Development (R&D)

Our Research and Development efforts are
focused on a fundamental transition from people-
dependent processes to an Al-driven innovation
model. We are investing heavily in building new AI
skill sets and capability frameworks that enable
us to service our customers better, faster, and
with higher precision. These R&D costs are deeply
integrated into our operational fabric, reflecting
our commitment to developing emerging
technology solutions as a core business function.
This persistent focus on R&D ensures that our
commitment to customer success is always
backed by the latest advancements in automation
and intelligent systems.

Summary:

In the past fiscal year, we have accelerated our
transition into a platform-centric organization
by aligning our internal investments with the
future of AI. We have successfully embedded
AI into our internal HR and administrative
systems, enhancing service quality and
operational agility. Our two-decade track record
in technology absorption has been fortified by
cloud-first infrastructure and a focused R&D
spend dedicated to shifting from manual to AI-
driven delivery models. This strategic evolution
ensures we are not only prepared for the future
of enterprise technology but are actively defining
it for our customers.

VI. Disclosures

Foreign Exchange and Outgoings

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of
the Act, read with Companies (Management and
Administration) Rules, 2014, the Annual Return (MGT-7)
of the Company as on March 31, 2026, will be available
on the website of the Company athttps://www.
saksoft.com/investor/company-announcements/
annual-general-meetings/. Accordingly, this is not
annexed herein.

Other Disclosures

a. The details relating to deposits, covered under
Chapter V of the Act - 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.

b. The Company has not issued any equity shares
with differential rights as to dividend, voting
or otherwise.

c. The Company has not issued any sweat equity
shares to employees or directors.

d. The Managing Director does not receive any salary
or commissions from any of the subsidiaries of
the Company.

e. There has been no instance of one time settlement
with any Bank or Financial Institution.

f. There are no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and the
Company's future operations.

g. The Company has not raised funds through
preferential allotment or qualified institutions
placement during the financial year 2025-2026.

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

i . During the year no application has been made

and there are no proceeding pending as per
Insolvency and Bankruptcy Code 2016.

j . Cost Records- the Company is not required to

maintain Cost Records as specified by the Central
Government under section 148(1) of the Act.

k. The Company has complied with the provisions
relating to the Maternity Benefits Act, 1961

l. ESG Update:

The Company is strengthening its ESG framework
and has constituted a Sustainability Leadership

Committee to identify, operationalize and oversee
transition to environment friendly measures
that would help the company to move towards
Sustainable business models contributing
positively to the Society and Climate. The
Company has in place tracking mechanisms
to monitor KPI's pertaining to various policy
implementations that would help the company
to ensure effective operation of Employee
oriented initiatives that aids in enhancing the
work environment and culture. The Company
continues to enhance its governance processes
and frameworks to better respond to evolving
regulatory and governance requirements.

The Company has established a roadmap
to identify potential emission sources and
implement reduction measures in a phased
manner to achieve the targeted reductions by
2035. Through these planned initiatives and
ongoing efforts, the Company aims to advance its
sustainability objectives and enhance its overall
sustainability performance over the long term.

Acknowledgement

The Management takes this opportunity to express
its sincere gratitude to the Company's customers,
vendors, business associates and bankers for
their continued support and trust during the year
under review.

The Management also extends its appreciation
to the Government of India, the Governments of
various countries in which the Company operates, the
respective State Governments, and the concerned
Government Departments and regulatory authorities
for their guidance and cooperation.

The Board and Management place on record their
deep appreciation for the dedication, commitment and
invaluable contributions of the Company's employees
at all levels. The unwavering support of their families
has also been instrumental in enabling the Company
to achieve its performance and growth objectives.

The Management further acknowledges with
gratitude the continued confidence and support of the
Company's shareholders and remains committed to
drive sustainable growth and deliver long-term value
in the years ahead.

For and on behalf of the Board
Aditya Krishna

Place: Chennai Chairman & Managing Director

Date: May 25, 2026 DIN: 00031345