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Directors Report of Saksoft Ltd.

Mar 31, 2022

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

i. business operations and state of affairs

a. Business Operations - A Detailed overview

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

brings in competitive challenges around consolidation and retention of talent.

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

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

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

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

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

Testing - Our lifeline in Testing times

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

Data Engineering and Analytics.

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

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

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

AI Services & Solutions

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

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

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

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

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

2.	FINANCIAL AND RELATED DISCLOSURES
a.	Financial Summary
The abridged comparative results of Audited Standalone and Consolidated Financial Statements for the Financial Year ended
March 31,2022 and March 31,2021 are as follows
						INR MN
			Standalone		Consolidated
		2021-22	2020-21	2021-22	2020-21
Total Revenue		1,598.75	1,255.98	4804.3	3858.07
Other Income		127.68	7.29	110.72	40.9
Total income		1,726.43	1,263.27	36.66% 4,915.02	3,898.97	26.06%
Operating expenses		1,318.05	944.87	4,014.04	3,213.93
Operating Profits		408.38	318.40	28.26% 900.98	685.04	31.52%
Depreciation		42.42	39.34	69.38	66.7
Interest and Finance Charges		20.72	27.06	27.77	34.41
Net Profit before Tax		345.24	252.00	803.83	583.93
Current Tax		74.15	72.05	172.79	144.82
Deferred Tax		-1.14	-8.1	-1.58	-15.33
Net Profit after Tax		272.23	188.05	44.76% 632.62	454.44	39.21%
b.	Results at a glance					INR MN
			Standalone		Consolidated
			FY 21-22	FY 20-21	FY 21-22	FY 20-21
Total income			1,726.43	1,263.27	4,915.02	3,898.97
Operating expenses			1,318.05	944.87	4,014.04	3,213.93
Net Profit after Tax			272.23	188.05	632.62	454.44
Basic EPS			25.89	17.94	63.37	45.68

c . Transfer to Reserves:

The Company has not made any transfer of amounts to general reserve during the year.

d. Dividend
The Company recommended/declared dividend as under:
	FY 21-22	FY 20-21
	Dividend	Dividend
	per share	per share
Interim Dividend*	3	2.5
Final Dividend	3	2.5

a. Financial Performance of Subsidiaries		- At a glance
Foreign/indian Subsidiary	Name of the Subsidiary	Particulars	FY 21-22	FY 20-21	increase
US Subsidiary	Saksoft Inc	Revenue	22.61 Million USD	16.57 Million USD	36%
		Profit Before tax	1.98 Million USD	0.26 Million USD	661%
Singapore Subsidiary	Saksoft Pte Ltd	Revenue	4.47 Million SGD	3.52 Million SGD	27%
		Profit before tax	0.08 Million SGD	0.24 Million SGD	(65%)
UK Subsidiary	Saksoft Solutions Limited	Revenue	14.33 Million GBP	12.22 Million GBP	17%
		Profit Before Tax	1.17 Million GBP	1.09 Million GBP	8%

Foreign/indian Subsidiary	Name of the Subsidiary	Particulars	FY 21-22	FY 20-21	increase
Indian Subsidiaries	Three Sixty	Revenue	425.42 Million INR	284.98 Million INR	49%
	Logica Testing Services Private Limited	Profit Before Tax	156.31 Million INR	73.6 Million INR	112%
	DreamOrbit	Revenue	718.42 Million INR	556.37 Million INR	29%
	Softech Private Limited	Profit Before Tax	154.89 Million INR	121.7 Million INR	27%

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

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

4. human resource management

During the Financial Year under review, Human Resources function continued its global transformation initiatives, in a volatile and complex business environment, to cater to the evolving organizational requirements.

HR continued its catalyst role and enabled the process of change over to focus on resource planning for mid and long term.

HR continued their support to protect the employees and employers interest by providing the Work from Home option to its employees on account of the continuing Pandemic situation.

a. Particulars of Employees

During the financial year under review, the details of Employees who drew remuneration of Rs. 10.2 million or more per annum or Rs. 0.85 million or more per

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

e. Share Capital

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

f. Particulars of Loans, Guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

g. Public Deposits

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

h. Particulars of contracts/arrangements made with Related Parties

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

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

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

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

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

3. PERFORMANCE OF SUBSIDIARY COMPANIES

Subsidiaries of the company are engaged in the business of providing IT Services, allied business solutions and strategic consulting services encompassing Digital Transformation for its customers.

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

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

month with respect to information required pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is provided in Annexure-2

b. Employees Stock Option Scheme

The Company currently administers ESOP Scheme 2009. During the year under review, there are no changes in the above said scheme.

Summary information of these stock option schemes, grant and allotments under these schemes are provided under Note No. 22(e) forming part of standalone financial statements. The details of the Options granted up to March 31, 2022 and other disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available for view on the Company''s website at https://www.saksoft.com/investor/

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

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of the ICC is displayed through Notice Boards at conspicuous places in all the office locations of the

Company,

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

During the year under review

Number of complaints received in the year: Nil

Number of complaints disposed off during the year: NA

Number of cases pending for more than 90 days: Nil

Number of Workshop or awareness Program: Nil

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

5, corporate governance

a. Directors & Key Managerial Personnel

Disclosures with respect to the composition of the Board, Directors and Board meetings held during the Financial Year are covered under the Corporate Governance report forming part of this Report as per the provisions of the Companies Act, 2013,

Ms. Kanika Krishna retires by rotation and being eligible offers herself for re- appointment. A resolution seeking shareholders approval for her re- appointment forms part of the Notice to the Annual General Meeting,

Pursuant to the provisions of Section 149 of the Act, Independent Directors have submitted declarations to the effect that each of them meet the criteria of independence as laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ), There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Aditya Krishna, Chairman and Managing Director, Niraj Kumar Ganeriwala, COO & CFO and Meera Venkatramanan, Company Secretary,

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

Report,

b. Number of meetings of the Board

Four Meetings of the Board were held during the year under review,

Details of Meetings of the Board is provided in the Corporate Governance Report, which is a part of this Report,

c. Board Evaluation

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

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017,

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings,

â¢ 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,

â¢ 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,

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

In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the

Board, its Committees, and individual Directors was also discussed,

The Board noted the actions taken in improving Board effectiveness based on feedback given in the previous year, Further, the Board also noted areas requiring more focus in the future, which include spending more time on industry trends, long-term business threats and opportunities,

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated,

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

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company''s website-

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

governance/

e. Board diversity

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success, Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board,

The Board considers that its diversity, including gender diversity, is a vital asset to the business, The Board has adopted the Board Diversity policy, which sets out the approach to diversity of the Board of Directors,

Web link to view the Board Diversity Policy is given under point 15 of the Corporate Governance report,

f. Committees of the Board

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report,

g. Corporate Governance and Management Discussion and Analysis

The Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis are attached in Annexure 6, 7 and Annexure 8 which forms part of this Report, The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued

by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively,

h. Risk Management

Risk Management is an integral part of the business process, Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk, The Statement of Risk indicating development and implementation of risk management policy is annexed to and forms part of this Report under Annexure 9, At present the Company after a considered review has not found any element or perceived threat that could pose a risk to the existence of the company,

i. Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, Independence of a Director and other related matters as required under Section 178(3) of the Act and SEBI Listing Regulations,

The key requirements of the policy can be found in Annexure 3 to this Report,

j. Vigil Mechanism/ Whistle Blower Policy:

Details of the Vigil Mechanism are covered under the Corporate Governance Report, which forms part of this Annual Report,

k. Internal financial control systems and their adequacy

The Company has formulated a Framework on Internal Financial Controls and laid down Policies and procedures commensurate with the Size and nature of its operations pertaining to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively, The systems are periodically reviewed by the Audit Committee of the Board, for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors'' report, key issues and areas of improvement, significant processes and accounting policies,

l. Annual Return

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

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

m. Significant and material orders:

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

n. Material Changes after 31st March, 2022

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

o. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2021-2022.

p. Secretarial Standards

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

q. Insolvency Proceedings pending, if any under the Insolvency and Bankruptcy Code 2016

During the year no application has been made and there are no proceeding pending as per Insolvency and Bankruptcy Code 2016

6. audit report and auditors

Statutory Auditors

At the eighteenth Annual General Meeting (AGM) held on August 07, 2017 the Members approved appointment of Messrs. R. G. N. Price & Co., Chartered Accountants (Firm Registration No. 0042785S) as Statutory Auditors of the Company to hold office for a period of five years which ends at the conclusion of AGM for the FY 2021-22.

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

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

Internal Auditors

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company.

Auditor''s report and secretarial audit report

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

Secretarial Audit Report of Saksoft Limited and its Indian Material subsidiary is attached to this report as Annexure 4A and 4B respectively to this Report.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

7. corporate social responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the social initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 1 of this report

in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available for view on the Company''s website-https://www.saksoft.com/investor/

8. business responsibility and sustainability reporting

Since the Company is one among the top 1000 Listed entities as per Market Capitalization, it is required to provide Business Responsibility Report as part of the Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations.

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

9. conservation of energy, research and

DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy

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

environment protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more energy efficient. The Chennai delivery center is situated in the LED pre certified gold rated green building. In addition, the Company has made a conscious shift to LED lights across all its locations against the traditional lights to reduce the electricity consumption. These LED lights also generate lesser heat resulting in faster cooling at lower electricity consumption.

b. Technology Absorption

Saksoft having been in existence for two decades has been a front runner in adopting latest trends in Technology. The

infrastructure is regularly upgraded to ensure scalability and round the clock availability in all circumstances. Right from migrating critical applications to the cloud and ensuring adequate business continuity, the company has used technology to improve the work experience of the resources and ensure efficient delivery to the customers. The Company''s operations do not require significant import of technology.

c. Research and Development (R&D)

As mentioned above the Company is constantly involved in developing solutions for its customers using the emerging technologies which involve considerable research and development efforts on the part of the employees. The efforts and costs incurred in such research are integral to the operations of the Company and are not segregated and identified separately.

d. Foreign Exchange Earnings and Outgo
Particulars	(Rs in million)	(Rs in million)
Foreign exchange earnings and Outgo	2021-22	2020-21
Foreign Exchange earnings	817.79	505.00
Expenditure in Foreign Currency	28.3	37.97

10. ACKNOWLEDGMENT

The Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Management also likes to thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co- operation. The Management would also wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

For and on behalf of the Board

Place: Chennai Aditya Krishna

Date: May 26, 2022 Chairman & Managing Director

Mar 31, 2018

The Directors have immense pleasure in presenting the Nineteenth (19th) Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2018.

1. Financial Summary

The Audited Standalone and Consolidated financial results summary for the financial year ended 31st March, 2018 and 31st March, 2017 are as follows:

	Standalone Results (Rs. in mn)		Consolidated Results (Rs. in mn)
	Year ended 31st March 2018	Year ended 31st March 2017	Year ended 31st March 2018	Year ended 31st March 2017
Export Revenue	416.34	368.87	2697.10	2451.77
Domestic Revenue	160.32	137.90	161.60	143.26
Other Income	70.77	26.50	23.07	19.30
Total Income	647.43	533.26	2881.77	2614.33
Operating expenses	475.05	400.64	2462.73	2265.90
Operating Profits	172.38	132.62	419.02	348.43
Depreciation	7.45	7.67	28.71	13.14
Interest and Finance Charges	44.98	38.06	52.14	46.50
Net Profit before Tax	119.95	86.89	338.18	288.79
Current Tax	26.70	24.31	102.02	82.94
Deferred Tax	2.17	1.28	(7.92)	4.89
Net Profit after Tax	91.08	61.30	244.08	200.96
Profit brought forward	461.49	431.53	1038.29	977.04
Available for Appropriation	566.85	468.31	1256.62	1177.99
Transfer to General Reserve		-		-

The Company has adopted Ind AS wef 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, results for the financial year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous periods figures have been restated as per Ind AS to make them comparable

2. Results of operation Standalone Accounts

- Total income for the year 2017-18 was Rs.647.43mn as against Rs. 533.26 mn during the year 2016-17, registering a increase of 21.41%.

- Profit after tax was Rs.91.08 mn during the year 2017-18 as compared to Rs.61.30 mn during 2016-17, resulting a increase of 48.58%.

- Basic Earnings Per Share was Rs.8.70 for the financial year 2017-18 as compared to Earnings Per Share of Rs.6.20 for the financial year 2016-17.

- Operating and other expenses during the year were at Rs.475.05 mn as compared toRs.400.64 mn in the previous year.

Consolidated Accounts

- Consolidated total income for the year 2017-18 was Rs.2881.77 mn as against Rs. 2614.33mn during the year 2016-17, registering a growth of 10.23%

- Profit after taxes was Rs. 244.08mn during the year 2017-18 as compared to Rs. 200.96 mn during 2016-17, a increase of21.46%

Basic Earnings Per Share was Rs. 21.98 for the financial year 2017-18 as compared to earnings per share of Rs. 17.30 for the financial year 2016-17.

3. Business operations

Digitization continues to disrupt lives and is reshaping the world order. The human society is treading new paths in the digital world and this has opened up infinite opportunities to be tapped. With an overhaul of technologies and path-breaking research explorations, the technology space is screaming out loud to announce a sweeping change is on the way that will impact all aspects of human lives and the way the world connects and functions. Enterprises are focusing on innovations and aiming to transform customer experience across verticals. The advent of impact technologies like AI, Machine Learning, Blockchain, Robotics, IoT, Cloud have unearthed value chains and making it a reality. The industry is primed to outthink peers and race ahead to predict the future technologies . Saksoft believes in being a specialist and niche provider of digital solutions. With focus on new technology areas and skills accretion, the company is looking up to complement the digital experiences through quality service renditions. Saksoft has recently acquired California based startup Faichi Solutions which provides IT Services in the Healthcare space. The acquisition allows the company to make inroads into the Healthcare vertical and continue to expand itâs outreach. Saksoft is a respected value partner in the business intelligence domain and provides wholistic customer experience through an integrated solutions and services model. The company offers capabilities around Information management, Application services, Testing , IoT and Cloud . Saksoft aims to help organisations realize their digital vision and harness enhanced decision making with strategic information management consulting and solutions.

Information Value Management

Saksoft is a trusted value provider in the Business Intelligence space. The group provides strategic solution development, business consulting and technology services to successfully align any enterprise''s Information Management objectives. We consult, design, implement, train and support on all major IM platforms such as SAP Business Objects, Cognos, Datastage, Hyperion, Microsoft, SAS and Informatica. Saksoft helps organisations to mine and structure information that provide valuable insights for data driven decision-making.

Application Services

Saksoft continues to leverage on it''s expertise and stronghold in providing customized application development. The company''s domain experts and technical workforce together possess deep understanding of business models and assist enterprises to build applications and achieve greater levels of customisations that results in ease of operations and efficient management. The company caters to a wide range of industry verticals and is a logistics industry specialist . Through DreamOrbit , it offers IoT capabilities to structure innovative solutions to address painpoints and achieve significant business outcomes.

Independent testing

Threesixty Logica (testing arm of Saksoft) is a specialist contributor in independent software testing and assurance services. With an in-house testing pad and expertise in wide range of manual , automation and penetration testing services, Saksoft is positioned to structure standalone and combined offerings to customers to optimize cost, increase dependability, mitigate security risks, and enhance performance and scalability.

Cloud Services

Organisations are increasingly looking to optimize their infrastructure load and management . Enterprises need a robust and scalable architecture to meet their growing information storage demands. Together with our partner, we are consulting, deploying and migrating infrastructure on Cloud. We provide more agile and flexible IT infrastructure ensuring that the data is always available and more secured. We assist enterprises to de-link and manage their infrastructure needs and spend to enable focus on key business goals.

4. Dividend

Based on Company''s performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 3.50 /- per share (35 % on the face value of Rs. 10/-) for the financial year 2017-18. The final dividend on the equity shares, if declared, as above, would involve an outflow of Rs. 36.66mn towards dividend plus applicable dividend distribution tax.

5. Share Capital

The paid up Equity Capital as on March 31, 2018 was Rs. 104,750,000/-. During the year under review, the Board of Directors have allotted 20,000 equity shares consequent to the exercise of options by certain eligible employees under ESOP 2009 plan of the Company.

6. Subsidiary Companies

Subsidiaries of the company are engaged in the business of providing IT Services or business solutions or consulting services. The details of Subsidiary Companies are given in Form No. MGT - 9 annexure to this report. There has been no material change in the nature of the business of the subsidiaries.

There are no associate Companies within the meaning Section 2(6) of the Companies Act, 2013.

The Company''s wholly owned subsidiary Saksoft Inc and its subsidiaries earned revenue of $16.24 mn (equivalent to Rs.1045.87 mn) during financial year 2017-18 compared to $16.05 mn (equivalent to Rs. 1074.87 mn) during financial year 2016-17 registering a increase of 1.15% in dollar terms over the previous financial year. The profits after tax of Saksoft Inc increased by 32.83% on consolidated basis and increased to to $ 0.54 mn (equivalent to Rs.35.07 mn) during financial year 2017-18 compared to $ 0.41 mn (equivalent to Rs. 27.45 mn) during financial year 2016-17.

During the financial year 2017-18, the Company had acquired balance 24% of the equity share capital in Threesixty Logica Testing Services Private Limited making it a wholly owned subsidiary of the Company.

During the financial year 2017-2018, Saksoft Inc., had completed the acquisition of California based startup Faichi Solutions LLC., which is a technology company that focuses on providing IT Services in the Healthcare Space. Pursuant to the above acquisition by Saksoft Inc., Faichi Solutions LLC., has become a Step Down Subsidiary of Saksoft Limited.

The Company''s wholly owned subsidiary Saksoft Pte Ltd. earned revenue of S$ 2.23 mn (equivalent to Rs. 105.80 mn) during financial year 2017-18 compared to S$ 1.59 mn (equivalent to Rs. 76.92 mn) during financial year 2016-17 registering a increase of 40.07% in Singapore dollar terms over the previous financial year. The profits before tax of Saksoft Pte Ltd increased by 19.38% on consolidated basis and ncreased to to $0.196mn (equivalent to Rs. 9.32 mn) during financial year 2017-18 compared to S$ 0.16 mn (equivalent to Rs. 7.74 mn) during financial year 2016-17.

The Company''s wholly owned subsidiary Saksoft Solutions Ltd together with its subsidiaries earned revenue of GBP 10.54 mn (equivalent to Rs. 900.26 mn) during financial year 2017-18 compared to GBP 10.1 mn (equivalent to Rs. 883.95 mn) during financial year 2016 - 17 registering a growth of 4.37% in Pound Sterling terms over the previous financial year. The profits of Saksoft Solutions Ltd before tax and amortisations increased by 52 % on consolidated basis and increased to GBP 0.76 mn (equivalent to 65.13 mn) during financial year 2017 - 18 compared to GBP 0.002 mn (equivalent to Rs. 0.22 mn) during financial year 2016-17.

The Company''s subsidiary Threesixty Logica Testing Services Private Limited together with its subsidiary earned revenue of Rs. 282.02 mn during financial year 2017-18 compared to Rs. 335.33 mn during financial year 2016-17 registering a decrease of 15.90% in rupee terms over the previous financial year. The profits before tax of Threesixty Logica Testing Services Private Limited dropped by 30.70% on consolidated basis and decreased to Rs.62.40 mn during financial year 2017-18 compared to Rs. 90.04 mn during financial year 2016-17.

DreamOrbit Softech Private Limited, a subsidiary Company together with its subsidiary earned revenue of Rs. 443.99 mn during financial year 2017-18 compared to Rs.358.85 mn during financial year 2016-17 registering a growth of 23.73% in rupee terms over the previous financial year. The profits before tax of Dreamorbit Softech Private Limited grew by 37% on consolidated basis and increased to Rs.83.18 mn during financial year 2017-18 compared to Rs. 60.63 mn during financial year 2016-17.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the financial statement of subsidiaries is attached to the consolidated financial statements in 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 on the website of the Company. Also these documents will be available for inspection during business hours at the registered office of the Company.

7. Related Party Transactions

The transactions with related parties entered into by the Company are periodically placed before the Audit Committee for its approval. All related party transactions that were entered during the financial year were on armâs length basis and were in the ordinary course of the business. No transaction with the related party is material in nature in accordance with the Company''s "Related Party Transaction Policy" and Regulation 23 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, hence Form AOC-2 is not required to be annexed with this report. In accordance with Ind AS 24 , the details of the transactions with the related parties are set out in Note No. 22 forming part of Standalone financial statements.

The policy on related party transactions and material subsidiary as approved by the Board of Directors are available on the company''s website. Web link of the same is given under point 17 of the Corporate Governance report.

8. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not given any Loans, Guarantees or Investments. The Particulars of the existing loans, Guarantees or Investments are provided under Note No. 5 & 12 forming part of Standalone financial statements.

9. Public Deposits

There are no deposits covered under Chapter V of the Companies Act, 2013 ("the Act") during the year 2017-18, the details of which are required to be furnished.

10. Material Changes after 31st March, 2018

There have been no material changes and commitments between 31st March 2018 and the date of this report having an adverse bearing on the financial position of the Company.

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

The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The constitution of the ICC is displayed at conspicuous place at office locations of the Company.

The following is the summary of the complaints received and disposed off during the financial year 2017-18:

a) No. of SH Complaints received : Nil

b) No. of SH Complaints disposed off : Nil

12. Corporate Social Responsibility (CSR)

CSR Committee consists of :

1. Mr. Aditya Krishna, Chairman & Managing Director

2. Mr. Amitava Mukherjee, Independent Director and

3. Ms. Kanika Krishna, Non-Executive Director

The Committee''s responsibilities are as stipulated under Section 135 of the Companies Act, inter-alia which includes formulating the CSR policy in compliance to Section 135 of the Companies Act 2013 and identifying activities to be undertaken as per Schedule VII of the Companies Act 2013.

Weblink of the adopted CSR policy of the company is given under point 17 of the Corporate Governance report.

CSR Committee met twice on 26th May, 2017 and 7th February, 2018. The Committee has recommended to the Board of Directors to contribute not less than 2% of the average net profit of the last three financial years toward CSR fund for the financial year 2017-18 to aid NGOâs undertaking projects in the field of "Promoting education including special education and employment enhancing vocational skills especially among children women, elderly, and the differently abled and livelihood enhancing projects"

The report on CSR activities is annexed to and forms part of, this report as "Annexure -1"

13. Internal Control Systems and their Adequacy

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and procedures commensurate with the Size and nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed by the Audit Committee of the Board, for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the internal auditors'' report, key issues, significant processes and accounting policies.

14. Internal Auditors

M/s. Grant Thornton, Chartered Accountants, Chennai were the Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

15. Board Meetings, Board of Directors & Key Managerial Personnel

There was no change in the composition of the Board of Directors during the financial year. Disclosures with respect to the Board composition, Directors and Board meetings held during the financial year are covered under the Corporate Governance report forming part of this report. As per the Provisions of the Companies Act, 2013, Ms. Kanika Krishna retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The brief resume and other details relating to Ms. Kanika Krishna as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, are furnished in the Notice of Annual General Meeting being sent to the Members along with this Annual Report. During the year, under review, there are no changes in the Key Managerial Personnel appointed under Section 203 of the Companies Act, 2013.

As per disclosures made by the Directors, none of the Directors are disqualified pursuant to Section 164 of the Companies Act, 2013 and the disclosures have been taken on record by the Board of Directors. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of Independence as laid down in Section 149(6) of the Act.

The disclosures required under Section 197(12) of the Companies Act 2013, is given in "Annexure 2".

16. Board Committees

The Company has the following Committees of the Board:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee and

4. Corporate Social responsibility Committee (CSR)

The Composition of each of the above Committees 1 to 4, its respective roles and responsibilities are detailed in the Corporate Governance Report forming part of this Annual Report. Composition of CSR and its role and responsibility is detailed in this report.

17. Board diversity

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy which sets out the approach to diversity of the Board of Directors. Web link of the Board Diversity Policy is given under point 17 of the Corporate Governance report.

18. Board Evaluation

The Board on recommendation of the Nomination and Remuneration Committee has structured a framework for evaluation of the Individual Directors, Chairman, Board as a whole and its Committees. The Independent Directors at their Meeting held on 7th February, 2018 evaluated the performance of Non-Executive Directors, Chairman and assessing 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 their duties. The evaluation of the Directors and the Board as a whole and its Committees were done through circulation of questionnaires based on the SEBI Guidelines note on Board evaluation issued on 07th February, 2018. The questionnaires assessed the performance on select parameters related to roles, responsibilities and obligations of the Board as a whole, individual Director, Chairman, Independent Directors and functioning of the Committees. The evaluation criterion was based on the participation, contribution and offering guidance to and understanding of the areas which are relevant to the Directors in their capacity as Members of the Board/Committees.

19. Nomination and Remuneration Policy

20. Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Directorsâ hereby confirm that:

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

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

(c) 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;

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

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

21. Vigil Mechanism/ Whistle Blower Policy:

Details of the Vigil Mechanism are covered under the Corporate Governance Report forms part of this Annual Report.

22. Auditors

M/s. RGN Price & Co., Chartered Accountants, Chennai are the Statutory Auditors of the Company.

23. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure- 4".

24. Auditor''s Report and Secretarial Audit Report

There are no qualifications or adverse remarks in the Auditors'' Report and Secretarial Auditors'' Report.

25. Secretarial Standard

The Company has complied with applicable Secretarial Standards.

26. Conservation of Energy

The Company is a software company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipment. The company strives to evolve new technologies to see to that the infrastructure is more energy efficient. The Chennai delivery centre is situated in the LEED pre certified gold rated green building.

27. Technology Absorption

The Company adopts continuous process improvement and is constantly in touch with the developments in the emerging technologies in relation to Business Intelligence (BI) and the Information Management (IM). The thought leaders within the Company interact regularly with the leading technology and market leaders in BI tools (both open source and licensed). This ensures your Company is not only able to adopt evolving technologies at an early stage and package these as services to the customers, enhancing value for them but also ensures the readiness of a trained employee base for undertaking projects in disruptive technologies. The Company''s operations do not require significant import of technology.

28. Research and Development (R&D)

29. Foreign exchange earnings and outgo

		(Rs. in mn)
Foreign exchange earnings and Outgo	2017-18	2016-17
Foreign Exchange earnings	412.12	421.24
Expenditure in Foreign Currency	16.04	10.07

30. Extract of Annual Return

The details forming part of the Annual Return in form of MGT 9 is annexed as "Annexure - 5".

31. Risk Management

Risk Management is an integral part of the business process. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk. The Statement of Risk indicating development and implementation of risk management policy is annexed to and forms part of this Report as Annexure 10. At present the Company has not identified any element of risk which may threaten the existence of the company.

32. Particulars of Employees

During the financial year under review, none of the top ten employees in terms of remuneration drew remuneration of Rs.10.20 mn or more per annum or Rs. 0.85 mn or more per month, hence the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

33. Employees Stock Option Scheme

The Company currently administers two stock option schemes, Viz., ESOP 2006 and ESOP 2009. During the year under review, there are no changes in the above said scheme. Summary information of these stock option schemes, grant and allotments under these schemes are provided under Note No. 22 (e) forming part of standalone financial statements. The details of the Options granted up to March 31, 2018 and other disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure 6 forming part of this report.

The above information forms part of the Annual report.

34. Corporate Governance

The Company is committed to maintaining high standards of Corporate Governance, protecting the Customers'', Shareholders'' and other Stakeholders'' interests. Towards this, the Company has adopted high standards of governance Principles, Practices and disclosure levels.

Pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report, Compliance Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis Report are annexed to and forms part of, this report as Annexure 7, 8 and 9.

The web link to access the Annual Report is given under point no. 17 of the Corporate Governance report.

35. Policy on Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees and connected persons of the Company in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

36. Acknowledgement

The Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Management also likes to thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Management would also wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

For and on behalf of the Board

Place: Chennai Aditya Krishna

Date: 30th May, 2018 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their sixteenth report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2015

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standalone entity

Standalone Results (Rs in mn) Year ended Year ended 31st March 2015 31st March 2014

Export Revenue 313.10 308.84

Domestic Revenue 152.95 130.55

Other Income 14.27 19.37

Total Income 480.32 458.76

Operating expenses 351.67 340.88

Operating Profits 128.65 117.88

Depreciation 11.09 13.96

Interest and Finance Charges 35.00 26.39

Net Profit before Tax 82.56 77.53

Current Tax 27.00 23.20

Deferred Tax (1.66) (0.46)

Net Profit after Tax 57.22 54.79

Profit brought forward 313.93 292.88

Available for Appropriation 370.66 347.67

Transfer to General Reserve 5.72 5.48

Dividend and Dividend Tax 31.32 28.26

Balance Carried forward 333.62 313.93

Consolidated Results (Rs in mn) Year ended Year ended 31st March 2015 31st March 2014

Export Revenue 2100.48 2113.15

Domestic Revenue 213.52 130.55

Other Income 21.22 10.82

Total Income 2335.22 2254.52

Operating expenses 2053.16 2009.03

Operating Profits 282.06 245.49

Depreciation 12.96 16.31

Interest and Finance Charges 42.08 39.71

Net Profit before Tax 227.02 189.47

Current Tax 56.04 40.52

Deferred Tax (2.75) (0.46)

Net Profit after Tax 167.05 149.41

Profit brought forward 676.31 560.64

Available for Appropriation 842.87 710.05

Transfer to General Reserve 5.72 5.48

Dividend and Dividend Tax 31.32 28.26

Balance Carried forward 805.83 676.31

Results of Operations

Standalone Accounts

Total income for the year 2014-15 was C 480.32mn as against C 458.76mn during the year 2013-14, registering an increase of 4.70%.

Profit after tax was C 57.22mn during the year 2014-15 as compared to C 54.79mn during 2013-14, resulting a growth of 4.44%.

Basic earnings per share was C 5.86 for the financial year 2014-15 as compared to earnings per share of C 5.70 for the financial year 2013-14.

Operating and other expenses during the year were at C 351.67mn as compared to C340.88mn in the previous year.

Consolidated Accounts

Consolidated total income for the year 2014-15 was C 2335.22mn as against C2254.52mn during the year 2013-14, registering a growth of 3.58%.

Profit after taxes was C 167.05mn during the year 2014-15 as compared to C 149.41mn during 2013-14, a growth of 11.81%.

Basic earnings per share was C 17.12 for the financial year 2014-15 as compared to earnings per share of C 15.54 for the financial year 2013-14.

Dividend

Based on Company''s performance, the Directors are pleased to recommend for approval of the members a Final dividend of C2.50 per share (25% on the face value of C 10) for the financial year 2014- 15. The final dividend on the equity shares, if declared as above would involve an outflow of C25.90mn towards dividend and C5.42mn towards dividend tax, thereby resulting in total outflow of C 31.32mn.

Share Capital

The paid up equity Capital as on March 31,2015 was C 103,600,000/-. During the year under review, the Board of Directors have allotted 125,000 equity shares consequent to the exercise of options by certain eligible employees under ESOP 2009 plan of the Company

Transfer to Reserve

The Company proposes to transfer an amount of C5.72mn to the General reserves.

Business

Saksoft is the preferred partner to deliver Total Application Management solutions to our clients. We bring success to our

customers by providing end to end Information Management Services and robust framework and technologies to support their transition of data, Information and Intelligence at ease. Saksoft has extensive experience delivering Information Management solutions and have helped hundreds of public and private sector clients utilize their data to gain information. We have a tried, tested and trusted methodology which enables us to offer end-to-end Information Management services backed by our experience.

Saksoft have created the capability to deliver "continuous insight". Our proven approach and methodology have helped customers stay ahead in the competitive environment. Our analytical solutions have brought tremendous benefits to our Customers by improving their operational efficiency and bringing IT cost effectiveness.

Many Corporates have started focusing on analysis of data that are often disparate and complex so as to gain access to accurate, relevant and high quality information. The business have sensitized on the value of these data to obtain real time information on their growth and their positioning in the competitive market. It is in this space, Saksoft sees a tremendous opportunity and believes that analytics, Information Management (IM) and Testing will drive the business growth and profits in the years to come.

Apart from end to end Information Management Services, Saksoft also offers strategic consultancy and value driven strategic road map for solutions and service delivery at one end and services to support the ongoing use and exploitation of the delivered solution, including training, skill transfer and managed services at the other

Saksoft''s unique business model of Reporting as a Managed Service (RaaMS) is a packaged offering to satisfy decision support needs of an enterprise. RaaMS will remove the hassle of building, enhancing, managing and monitoring of reporting environment and will enable business focus on decision making and assist line managers with instant access to enterprise data.

Saksoft Group along with its UK subsidiary undertaking Saksoft Solutions Ltd and its flagship step down subsidiary Acuma Solutions Ltd were ranked 21st among the Top Indian companies in the UK as per Grant Thornton UK India Tracker 2015

Saksoft''s continued focus on Mobile application development has brought expertise in Mobile Application Development across various platforms such as iPhone Application Development, Android, Windows Mobile Application, Blackberry and all J2ME based devices. Saksoft is currently credited with developing the above applications. Our strong mobile development team has been driving force for this new initiative.

During the year under review, there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

Subsidiary Companies

The Company has 5 (Five) wholly owned subsidiaries and 4 (Four) step down subsidiaries as of 31st March, 2015.

Further during the year under review, Saksoft has acquired 51% of the share capital of M/s. ThreeSixty Logica Testing Services Private Limited (ThreeSixty), a Testing services company based out of Delhi. There are no associate Company within the meaning Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Subsidiaries.

Subsidiaries of the company are engaged in the business of providing IT Services or business solutions or consulting services. There has been no material change in the nature of the business of the subsidiaries.

The Company''s wholly owned subsidiary Saksoft Inc and its subsidiaries earned revenue of $14.96mn (equivalent to C 912.91mn) during financial year 2014-15 compared to $14.46mn (equivalent to C 874.13mn) during financial year 2013-14 registering a growth of 3.46% in dollar terms over the previous financial year: The profits after tax of Saksoft Inc grew by 38% on consolidated basis and increased to $0.51 mn equivalent to C 30.9lmn) during financial year 2014-15 compared to $ 0.37mn (equivalent to C 22.63mn) during financial year 2013-14.

The Company''s wholly owned subsidiary Saksoft Pte Ltd earned revenue of S$l.92mn (equivalent to C 90.99mn) during financial year 2014-15 compared to S$ l.8lmn (equivalent to C86.90mn) during financial year 2013-14 registering a growth of 6.07% in Sing dollar terms over the previous financial year. The profits before tax of Saksoft Pte Ltd grew by 12.9% on consolidated basis and increased to S$0.35mn equivalent to C l6.59mn) during financial year 2014- 15 compared to$ 0.3lmn (equivalent to C l4.88mn) during financial year 20l3-l4.

The Company''s wholly owned subsidiary Saksoft Solutions Ltd together with its subsidiaries earned revenue of GBPll.l5mn (equivalent to C l097.27mn) during financial year 20l4- l5 compared to GBP ll.97mn (equivalent to C ll5l.04mn) during financial year 20l3-l4 registering a decline of 6.85% in Pound Sterling terms over the previous financial year. The profits of Saksoft Solutions Ltd before tax and amortisations declined by 21.9% on consolidated basis and decreased to GBP 0.57mn (equivalent to C 56.09mn) during financial year 20l4-l5 compared to GBP 0.73mn (equivalent to C 70.20mn) during financial year 20l3-l4.

The Company''s subsidiary ThreeSixtyLogica Testing Services Pvt Ltd earned revenue of C275.58mn during financial year 20l4-l5 compared to C l47.02mn during financial year 20l3-l4 registering a growth of 87.44% in rupee terms over the previous financial year. The profits before tax of ThreeSixtyLogica Testing Services Pvt Ltd grew by l6l% on consolidated basis and increased to C75.60mn during financial year 20l4-l5 compared to C 28.92mn during financial year 20l3-l4. Of the above the proportionate amounts pertaining to the quarter ending March 20l5 have been used for consolidation purposes.

Saksoft GmbH and Saksoft FR, SARL wholly owned subsidiaries were not in operations during the year under review.

Pursuant to provisions of Section l29(3) of the Companies Act, 20l3, a Statement containing salient features of the financial statement of subsidiaries is attached to the consolidated financial statements in Form AOC-1.

Pursuant to the provisions of Section 136 of the Companies Act, 20l3, the financial statement of the Company consolidated financial statements along with relevant documents and separate audited/ unaudited accounts in respect of Subsidiaries, are available on the website of the Company Also these documents will be available for inspection during business hours at the registered office of the Company

Related Party Transactions

All related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoter Key managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in section l88(l) of the companies Act, 20l3, in the prescribed FORM AOC 2, is annexed to this report as "Annexure 1".

The policy on related party transactions and material subsidiary as approved by the Board of Directors are available on the company''s website. [http://www.saksoft.com/PDF/Related_Party_Transactions_ Policy_Saksoft_Limited.pdf ]

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has given a guarantee to a bank to the extent of US$ 2mn for the facility obtained by its subsidiary Saksoft Inc, to meet its operational requirements. During the year the Company has acquired 5l% stake in ThreeSixty Logica Testing Services Pvt. Ltd. as detailed in this annual report.

Fixed Deposits

We have not accepted any fixed deposits and, as such, no amount of Principal or interest was outstanding as of the Balance sheet date.

Material Changes after 31st March, 2015

There have been no material changes and commitments between 3lst March 20l5 and the date of this report having an adverse bearing on the financial position of the Company.

Delivery Centre

Saksoft has three global delivery centres at Chennai, Noida in India and Manchester at UK. Between them, they use more than 65000 sq. ft. of development space and have a seating capacity of 700 people. Our Manchester Centre supports our UK customers with tools and application support. The Centre is also used to conduct custom built and public education in IM areas for our customers. The Chennai Centre houses the corporate office and delivers our support, development and managed services operations. Chennai also has a dedicated Centre for one of our Credit Management clients. Our Noida Centre runs our Credit Management clients'' international development and support projects. One of Saksoft''s large clients uses all three Centres for their entire outsourcing needs.

Human Resources Management

India''s position as the leading player in the global sourcing market has been the availability of an abundant talent pool and the multi-pronged skills of the existing employee base. India is the world''s largest source of employable talent one of the key parameters for clients choosing India as the most preferred sourcing market. Given the importance of human resources to the IT-BPO Industry the large size of employee base and the need to attract future talent, the industry has been initiating various measures that ensure an employee friendly work environment.

The major challenges inducing the industry to develop various innovative talent management practices can be categorized as Employee engagement

Ensuring Career Progression while enabling a balanced personal life.

HR policies focussing on localizing talent, while business goes global Industry constantly developing talent ecosystem to mould future leaders

Your Company has imbibed and conceptualized its core human resource values that makes a difference in many ways and in the process provide a numerous opportunities for people to grow to the next level. More importantly the Company''s human resource management process has been designed to create a mindset among the employees where they have the opportunity to work with some talented, interesting and inspiring people who at the same time display discipline and humility Saksoft''s enlightened approach to employee development also focus on giving people whatever they need to succeed which ensures that people are given continuous support, learning, recognition and transformation to next level.

From the talent acquisition front, your Company has various businesses tie ups with leading recruitment agencies to identify and engage highly talented resources both at the senior management and middle management levels. Saksoft''s recruiting model also attracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients and is committed to attracting, retaining, and developing the highest quality and most dedicated workforce possible in today''s market. Your company has a robust performance management system which aims to improve communication and understanding of employee''s goals and concerns and is built to reward employees in a fair and transparent manner with consistent focus on training and career development initiatives to motivate employees who in turn will benefit the organization with increased operating efficiencies and enhanced delivery capabilities.

Disclosure as required under section 22 of sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 20l3

The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at work place in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 20l3 and rules framed thereunder

Saksoft has setup an Internal Complaints Committee (ICC) and Penal consequences of Sexual Harassment ("SH") and the constitution of the ICC is displayed at conspicuous place at Delivery centres in Chennai and Noida.

The following is the summary of the complaints received and disposed off during the financial year 20l4-l5:

a) No. of SH Complaints received : 0

b) No. of SH Complaints disposed off: 0

Corporate Social Responsibility (CSR)

During the financial year under review, the Board of Directors has constituted CSR committee comprising a. Mr: Autar Krishna - Non- Executive Director b. Mr. Aditya Krishna - Managing Director c. Mr Amitava Mukherjee - Independent Director

Responsibility of the CSR Committee is as follows:

Formulating the CSR policy in compliance to Section l35 of the Companies Act 20l3

Identifying activities to be undertaken as per Schedule VII of the Companies Act 20l3.

Recommending to Board the CSR expenditure to be incurred. Recommending to Board, modifications to the CSR policy as and when required.

Regularly monitoring the implementation of the CSR policy

The Board of Directors has also adopted the CSR policy and the Policy is placed on the website of the Company which is available on the below given link:

http://www.saksoft.com/PDF/Corporate_Social_Responsibility_

As part of its initiatives under "Corporate social responsibility" ("CSR"), the company has contributed for R&D activities in fields of agriculture. The contribution in this regard have made to the registered Trust which is undertaking R& D activities. The report on CSR activities is annexed herewith as "Annexure 2".

Quality

Maintaining high degree of quality on whatever we commit to deliver to our valued customers is our core mantra and mission reverberated at all levels of our management. Your Company deploys various quality improvement measures/ techniques at every stage from the conceptualization of a project till commissioning and subsequently during the operation phases to identify areas of improvement and to develop action plans for achieving the desired level of quality in all of its activities.

Corporate Governance

For Saksoft, good Corporate Governance is the key for creating and maintaining public/stakeholders'' trust in the Company Your Company continuously strives for best corporate governance practices and ensures better transparency, accountability and fairness in the dissemination of information to its stakeholders. Complying with the law, both in letter and in spirit, is the foundation on which the Company''s ethical standards are built. The Company would constantly endeavor to improve on these aspects. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditor''s Certificate thereon, as required under Clause 49 of the Listing Agreement.

The Company confirms that it has paid the annual listing fee for the year 2015-16 to the National Stock exchange (NSE) in which the shares of the company are listed.

Internal Control Systems and their Adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Internal Auditors

M/s. RGN Price & Co., Chartered Accountants are as the Independent Internal auditors of the Company The Audit Committee determines the scope of internal Audit which inter-alia includes:

Operating Expenses, Procure to pay HR, Payroll and Benefits, Travel and Entertainment, Fixed Assets and Software Assets, Revenue & Receivables, Statutory Compliance, Cash & Bank, GL Close process, IT General Controls.

Board Meetings, Board of Directors, Key managerial personnel & Committee of Directors

A Calendar of meetings is prepared and circulated in advance to the Directors at the beginning of every the year During the financial year under review, six Board meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gaps between any two meetings were within the period prescribed by the Companies Act, 2013.

During the financial year under review, Ms. Kanika Krishna was appointed as a non-executive Director at the Annual general meeting held on 26th September; 2014. Ms. Kanika Krishna, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends the re- appointment of Ms. Kanika Krishna.

Effective, November 04, 2014, Mr S. Narayan, Company secretary resigned and MrVivekanandan Babu was appointed as the Company secretary and Compliance officer

At the Meeting of the Board of Directors held on May 25, 2015, the Directors have recommended the re-appointment of Mr Aditya Krishna as Managing Director for a period of 5 years with effect from 01.04.2016 to 31.03.2021, subject to the approval of the members. The resolutions seeking approval of the Members for the appointment of Mr Aditya Krishna has been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about him.

At the board meeting held on 04th August, 2015, the Board of Directors of the Company had expressed their deep condolences and loss happened to the company due to the sad demise of Mr. Autar Krishna, Chairman of the Board. The Board of Directors had also placed on record its deep sense of appreciation for the valuable contributions by Mr Autar Krishna during his tenure as the Chairman of the Board.

As per disclosures made by the Directors, none of the Directors are disqualified pursuant to Section 164 of the Companies Act, 2013 and the disclosures have been taken on record by the Board of Directors.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the

Act, that they meet the criteria of Independence as laid down in Section 149(6) of the Act.

The disclosures required under Section 197(12) of the Companies Act 2013, is given in "Annexure 3".

Board Committees

The Company has the following Committees of the Board

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee and

4. Corporate Social responsibility Committee (CSR)

The Composition of each ofthe above Committees 1 to 3, its respective roles and responsibilities are detailed in the Corporate Governance Report forming part of this Annual report and composition of CSR and its role and responsibility is detailed in this report.

Board diversity

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity including gender diversity is a vital asset to the business. The Board has adopted the Board Diversity policy which sets out the approach to diversity of the Board of Directors. The Board diversity Policy is available on our website. http://www.saksoft.com/PDF/Board_Diversity_Policypdf

Board Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Directors'' hereby confirm as follows:

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(c) 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;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Vigil Mechanism/ whistle Blower Policy

The company has framed the whistle Blower policy to deal with instance of fraud and mismanagement, if any The policy is available on the website of the Company [http://www.saksoft.com/PDF/ Whistle_Blower_Policypdf! During the year under review there are no incidents/ issues reported.

Auditors

At the Annual General Meeting held on September 26, 2014, M/s. Suri & Co., Chartered Accountants, Chennai, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of Suri & Co., Chartered Accountants, as statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditor

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmi Subramaniam & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company The Report of the Secretarial Audit Report is annexed herewith as "Annexure 4".

Auditor''s Report and Secretarial Audit Report

There are no qualifications or adverse remarks in the Auditors and Secretarial Auditors Report.

Conservation of Energy

The Company is a software company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipment. The company strives to evolve new technologies to see to that the infrastructure is more energy efficient. The Chennai delivery centre is situated in the LEED pre certified gold rated green building.

Technology Absorption

Your Company adopts "continuous process improvement and is constantly in touch with the developments in the emerging technologies in relation to Business Intelligence (BI) and the Information Management. The thought leaders within the Company interact regularly with the leading technology and market leaders in BI tools (both open source and licensed). This ensures your Company is not only able to adopt evolving technologies at an early stage and package these as services to the customers, enhancing value for them but also ensures the readiness of a trained employee base for undertaking projects in disruptive technologies.

The Company''s operations do not require significant import of technology

Research and development (R&D)

As mentioned above the Company is constantly involved in developing solutions for its customers using the emerging technologies which involves considerable research and development efforts on the part of the employees. The efforts and costs incurred in such research is integral to the operations of the Company and are not segregated and identified separately

Foreign Exchange Earnings and Outgo

(Rs in mn) Foreign exchange earnings and outgo 2014-15 2013-14

Foreign Exchange earnings 365.19 320.31

Expenditure in Foreign Currency 22.22 23.93

Extract of Annual return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 5".

Risk Management

The Statement of Risk indicating development and implementation of risk management policy forms part of the MDA report. At present the Company has not identified any element of risk which may threaten the existence of the company

Particulars of Employees

During the financial year under review, none of the employees drew remuneration of C 6mn or more per annum or C 0.5mn or more per month, hence the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

Employees Stock Option Scheme

Your Company currently administers two stock option schemes, Viz., ESOP 2006 and ESOP 2009. Summary information of these stock option schemes of the Company is provided under Notes to Accounts under Financial Statements of this Annual report.

During the year under review the Board of Directors have allotted

95.000 equity shares on 08th July 2014 and 30,000 equity shares on 11th December; 2014 consequent to the exercise of options by certain eligible employees ofthe Company who were granted options on 03rd December 2010 at grant price of C 44.25 per option under ESOP 2009 plan. Subsequent to the exercise, the listing and trading approvals were obtained from National Stock Exchange on 24th July 2014 and 24th December 2014 respectively for the above allotted Shares. The paid up share capital of the Company after allotment of

125.000 equity shares stands at 10,360,000 Equity Shares as of 31st March 2015.

Further during the year, the Company has received the In-principle approval for listing of additional 500,000 equity shares of C 10/- each to be issued under ESOP scheme 2009.

Details of the Shares issued under Employee Stock Option Plan (ESOP) and the information required under the Guidance note of ICAI are set out in "Annexure 6" to this report.

Acknowledgement

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Directors wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

For and on behalf of the Board

Place : Chennai Aditya Krishna R. Rajagopalan Date 04 th August, 2015. Managing Director Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Fifteenth Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2014 .

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standalone entity.

Standalone Results (Rs. In Millions)

Year ended Year ended 31st March 2014 31st March 2013

Export Revenue 308.84 310.27

Domestic Revenue 130.55 114.32

Other Income 19.37 3.62

Total Income 458.76 428.21

Operating expenses 340.88 344.04

Operating Profits 117.88 84.17

Depreciation 13.96 11.38

Interest and Finance Charges 26.39 32.22

Net Profit before Tax 77.53 40.57

Current Tax 23.20 15.00

Deferred Tax (0.46) (2.59)

Net Profit after Tax 54.79 28.16

Profit brought forward 292.88 290.62

Available for Appropriation 347.67 318.78

Transfer to General Reserve 5.48 2.11

Dividend and Dividend Tax 28.26 23.79

Balance Carried forward 313.93 292.88

Consolidated Results (Rs. In Millions)

Year ended Year ended 31st March 2014 31st March 2013

Export Revenue 2113.15 1475.37

Domestic Revenue 130.55 114.32

Other Income 10.82 7.75

Total Income 2254.52 1597.44

Operating expenses 2009.03 1417.10

Operating Profits 245.49 180.34

Depreciation 16.31 14.20

Interest and Finance Charges 39.71 42.33

Net Profit before Tax 189.47 123.81

Current Tax 40.52 17.27

Deferred Tax (0.46) (2.51)

Net Profit after Tax 149.41 109.05

Profit brought forward 560.64 477.50

Available for Appropriation 710.05 586.54

Transfer to General Reserve 5.48 2.11

Dividend and Dividend Tax 28.26 23.79

Balance Carried forward 676.31 560.64

RESULTS OF OPERATIONS:

Standalone Accounts

* Total income for the year 2013-2014 was Rs. 458.76 Million as against Rs. 428.21 Million during the year 2012-2013, registering an increase of 7.13%.

* Profit after tax was Rs.54.79 Million during the year 2013-2014 as compared to Rs.28.16 Million during 2012-2013, resulting an impressive growth of 94.57%.

* Basic earnings per share was Rs.5.70 for the financial year 2013-2014 as compared to earnings per share of Rs. 2.93 for the financial year 2013.

* Operating and other expenses during the year were at Rs.340.88 Million as compared to Rs. 344.04 Million in the previous year. Consolidated Accounts

* Consolidated total income for the year 2013-2014 was Rs.2254.52 Million as against Rs. 1597.44 Million during the year 2012-2013, registering an impressive growth of 41.13%.

* Profit after taxes was Rs.149.41 Million during the year 2013-2014 as compared to Rs. 109.05 Million during 2012-2013, a staggering growth of 37.01%.

* Basic earnings per share was Rs.15.54 for the financial year 2013-2014 as compared to earnings per share of Rs.11.35 for the financial year 2012-2013.

DIVIDEND:

Based on Company''s performance, the Directors are pleased to recommend for approval of the members a Final dividend of Rs.2.50 per share (25% on the face value of Rs. 10) for the financial year 2013-14. The final dividend on the equity shares, if declared as above would involve an outflow of Rs.25.83 Million towards dividend and Rs.2.43 Million towards dividend tax, thereby resulting in total outflow of Rs.28.26 Million.

TRANSFER TO RESERVE:

As stipulated under the provision of the Companies Act, 1956 read with Companies (Transfer to Reserves) Rules, 1975, your Directors have proposed to transfer 10% of the current profits to General Reserve out of the profits earned by the Company.

BUSINESS:

Saksoft is the preferred partner to deliver Total Application Management solutions to our clients. We bring success to our customers by providing end to end Information Management Services and robust framework and technologies to support their transition of data, Information and Intelligence at ease. Saksoft has extensive experience delivering Information Management solutions and have helped many public and private sector clients utilize their data to gain information. We have a tried, tested and trusted methodology which enables us to offer end-to-end Information Management services backed by our experience.

Saksoft have created the capability to deliver "continuous insight". Our proven approach and methodology have helped customers stay ahead in the competitive environment. Our analytical solutions have brought tremendous benefits to our Customers by improving their operational efficiency and bringing IT cost effectiveness.

Many Corporates have started focusing on analysis of data that are often disparate and complex so as to gain access to accurate, relevant and high quality information. The business have sensitized on the value of these data to obtain real time information on their growth and their positioning in the competitive market. It is in this space, Saksoft sees a tremendous opportunity and believes that analytics and Information Management (IM) will drive the business growth and profits in the years to come.

Apart from end to end Information Management Services, Saksoft also offers strategic consultancy and value driven strategic road map for solutions and service delivery at one end and services to support the ongoing use and exploitation of the delivered solution, including training, skill transfer and managed services at the other.

The Staffing Services initiative in India and United States has turned out to be a revenue generating services offering during the current year with growing client base. Our Staffing Services offering brings several advantages to the Clients In terms of expertise, cost, availability of resources with skill sets and employee retention.

Saksoft''s unique business model of Reporting as a Managed Service (RaaMS) is a packaged offering to satisfy all decision support needs of an enterprise. RaaMS will remove the hassle of building, enhancing, managing and monitoring of reporting environment and will enable business focus on decision making and assist line managers with instant access to enterprise data.

Saksoft is recognized as one of the Top 20 Most Promising IT Services companies by CIOServices 2013 Review Magazine in its publication in the month of December 2013 which has been a spring board to bring visibility of our offerings in the US market.

Saksoft''s continued focus on Mobile application development has brought expertise in Mobile Application Development across various platforms such as iPhone Application Development, Android, Windows Mobile Application, Blackberry and all J2ME based devices. Saksoft is currently credited with developing the above applications. Our strong mobile development team has been driving force for this new initiative.

SUBSIDIARY COMPANIES:

Your company has 6 (Six) wholly owned subsidiaries and 3 (Three) Step down Subsidiaries as of 31st March 2014. The performance of these subsidiaries are embodied and disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accounting Standards 21 issued by the Institute of Chartered Accountants of India and the Listing Agreement of the Stock Exchanges as prescribed by the Securities and Exchange Board of India from time to time. We strongly believe the Consolidated Financial Results represent a full picture of the details of the group.

Ministry of Corporate Affairs had earlier issued a circular No. 2/2011 dated 8th February 2011 providing common exemption to all companies under Section 212 (8) of the Companies Act, 1956 with respect to attaching full annual accounts of subsidiary companies along with financials of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The audited accounts of and related information of our subsidiaries, where applicable, will be made available on request. These documents will also be available for inspection during business hours at our registered office in Chennai, India.

During the year M/s.Synetairos Technologies Limited, a wholly owned subsidiary of the Company filed the petition in the High Court of Madras for merging itself with M/s.Saksoft Limited which subsequently came up for final hearing and final order was passed by Honorable High Court of Madras on 17th July 2014 sanctioning the merger with the appointed date as 1st April 2013. The said merger was carried out to bring greater integration, greater financial strength and flexibility for the Company which would result in maximizing overall shareholder value and will improve the competitive position apart from resulting in economy in the scale of operations, reduction in overheads, administrative convenience and more productive utilization of various services and resources.

A wholly owned subsidiary was incorporated in the country of France in the name and style of Saksoft FR SARL on 11th April 2014. The said subsidiary was formed with a view to create an expansion in the business opportunities for the Company in the western part of Europe.

The name of wholly owned subsidiary in United Kingdom M/s.Saksoft Investments Private Limited, UK has been changed to M/s.Saksoft Solutions Limited with effect from 10th April 2014.

DELIVERY CENTRES:

Saksoft has three global delivery centers in Chennai, Noida and Manchester. Between them, they use more than 120,000 sq. ft. of development space and have a seating capacity of 700 people. Our Manchester Center supports our UK customers with tools and application support. The center is also used to conduct custom built and public education in IM areas for our UK customers. The Chennai Center houses the corporate office and delivers our support, development and managed services operations. Chennai also has a dedicated center for one of our Credit Management clients. Our Noida Center runs our Credit Management clients'' international development and support projects.

HUMAN RESOURCES MANAGEMENT:

India''s position as the leading player in the global sourcing market has been the availability of an abundant talent pool and the multi-pronged skills of the existing employee base. India is the world''s largest source of employable talent one of the key parameters for clients choosing India as the most preferred sourcing market. Given the importance of human resources to the IT-BPO Industry, the large size of employee base and the need to attract future talent, the industry has been initiating various measures that ensure an employee friendly work environment.

The major challenges inducing the industry to develop various innovative talent management practices can be categorized as

* Employee engagement

* Ensuring Career Progression while enabling a balanced personal life.

* HR policies focussing on localizing talent, while business goes global

* Industry constantly developing talent ecosystem to mould future leaders

Saksoft has 394 employees as at March 31, 2014. Your Company has imbibed and conceptualized its core human resource values that makes a difference in many ways and in the process provide lot of ways for people to grow to the next level. More importantly the Company''s human resource management process has been designed to create a mindset among the employees where they have the opportunity to work with some talented, interesting and inspiring people who at the same time display discipline and humility. Saksoft''s enlightened approach to employee development also focuses on giving people whatever they need to succeed and this ensures that people are given continuous support, learning, recognition and transformation to next level.

From the talent acquisition front, your Company has various businesses tie ups with leading recruitment agencies to identify and engage highly talented resources both at the senior management and middle management levels. Saksoft''s recruiting model also attracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients and is committed to attracting, retaining, and developing the highest quality and most dedicated workforce possible in today''s market. Your company has a robust performance management system which aims to improve communication and understanding of employee''s goals and concerns and is built to reward employees in a fair and transparent manner with consistent focus on training and career development initiatives to motivate employees who in turn will benefit the organization with increased operating efficiencies and enhanced delivery capabilities.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) has become an integral part of the agenda for corporate world that mandate them to plan and allocate funds to contribute for the societal measures aimed towards wellbeing of the society. With the enactment of the Companies (Corporate Social Responsibility) Rules 2014 by the Ministry of Corporate Affairs, the Corporate Social Responsibility has become mandatory for companies fulfilling the threshold prescribed under the rules with effect from 1st April 2014.

Every year, Saksoft has been carrying out initiatives on social front by way of organizing camps, blood donations, contribution to relief work etc. During the year there were some notable social events undertaken by Saksoft viz., provided support to relief efforts, relief materials like blankets, food packets for the Uttarakhand victims, distributed clothes to all the children at the Nethaji Mercy Home Orphanage and organized a Corporate Foundation Program Workshop aimed to minimize the gaps between the learning in college campus and corporate demands for the fresher''s on industry requirements. It is a tradition set by Saksoft to contribute to the society apart from the business. Saksoft advocates this tradition to each and every employee and make them participate voluntarily and create a sense of pride in them by their involvement in various Corporate Social Responsibility (CSR) initiatives.

With the CSR rules being notified by the Ministry, Saksoft shall ensure compliance subject to satisfying the threshold limits notified under the rules and accordingly establish CSR committee and define its CSR policy for 2014-2015.

QUALITY:

Maintaining high degree of quality on whatever we commit to deliver to our valued customers is our core mantra and mission reverberated at all levels of our management. Your Company deploys various quality improvement measures/ techniques at every stage from the conceptualization of a project till commissioning and subsequently during the operation phases to identify areas of improvement and to develop action plans for achieving the desired level of quality in all of its activities.

CORPORATE GOVERNANCE:

For Saksoft, good Corporate Governance is the key for creating and maintaining public/stakeholders'' trust in the Company. Your Company continuously strives for best corporate governance practices and ensures better transparency, accountability and fairness in the dissemination of information to its stakeholders. Obeying the law, both in letter and in spirit, is the foundation on which the Company''s ethical standards are built. The Company would constantly endeavor to improve on these aspects. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditor''s Certificate thereon, as required under Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES:

By complying with the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company is complying with all the major clauses of the Corporate Governance Voluntary Guidelines, 2009. We have reported in Annexure ''II'' to the Directors'' Report - Corporate Governance, the extent of our compliance of the Corporate Governance Voluntary Guidelines, 2009.

DEPOSITS:

The Company has not accepted any fixed deposits pursuant to section 58A of the Companies Act, 1956 and consequently there are no amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. Autar Krishna, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Autar Krishna.

As per disclosures made by the Directors, none of the Directors are disqualified pursuant to Section 274(1)(g) of the Companies Act, 1956 (now notified as Section 164 in Companies Act, 2013) and the disclosures have been taken on record by the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors'' hereby confirm as follows:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 a fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

A statement on declaration of Independence required to be made under section 149 of the Companies Act, 2013 has been obtained from each of the Independent Directors confirming their independence.

AUDITORS

The auditors M/s. Suri & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

The Company is a software company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipments. The company strives to evolve new technologies to see to that the infrastructure is more energy efficient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs.320.31 Million Foreign Exchange Outgo : Rs.23.93 Million

MATERIAL CHANGES AFTER 31st MARCH 2014 :

There have been no material changes and commitments between 31st March 2014 and the date of this report having an adverse bearing on the financial position of the Company.

PARTICULARS OF EMPLOYEES:

The Ministry of Corporate Affairs has notified an amendment to Companies (Particulars of Employees) Rules, 1975 which may now be called as Companies (Particulars of Employees) Amendment Rules, 2011 wherein the disclosure of names and other particulars of those employees who draw remuneration of more than 60 lakhs per annum or more than Rs.5,00,000 per month are to be disclosed in the Director''s report. During the financial year 2013-2014 none of the employees drew remuneration of more than 60 lakhs per annum or more than Rs.5,00,000 per month and hence the specific disclosure did not arise during the relevant period.

EMPLOYEES STOCK OPTION SCHEME:

During the year the Board has allotted 70,000 equity shares consequent to the exercise of options by certain eligible employees of the Company who were granted options on 3rd December 2010 at grant price of Rs.42.50 per option under ESOP 2009 plan. Subsequent to the exercise, the listing and trading approval was obtained from National Stock Exchange on 24th March 2014. The paid up share capital of the Company after allotment of 70,000 equity shares stands at 10235000 Equity Shares as of 31st March 2014. Apart from the above allotment, during the year the Compensation Committee has granted 50,000 options to an eligible employee of subsidiary of Saksoft Limited on 4th July 2013 at a grant price of Rs.41.55/-. Subsequent to the financial year 31st March 2014, the Board by passing circular resolution on 8th July 2014 has allotted 95,000 equity shares consequent to the exercise of options by certain eligible employees of the Company who were granted options on 3rd December 2010 at grant price of Rs.42.50 per option under ESOP 2009 plan. Subsequent to the exercise, the listing and trading approval was obtained from National Stock Exchange on 23rd July 2014.

Details that are required to be provided under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

INVESTOR SERVICES

Investor Services are pivotal to the operations of the Company and hence your company always lays tremendous importance to redressing investor grievances and requests. The Compliance officer directly liaises with the Investor in matters relating to Investor services. The web-site of Saksoft (www.saksoft.com) is designed in a manner which is investor friendly. The Company has established an investor grievances committee to redress the grievances of the investor. The Company has designated an exclusive e-mail ID [email protected] for investor queries to enable the investors to make their complaints, grievances and other requests. Investor relations remained cordial during the year under review and there are no investor complaints pending as on 31st March 2014.

ACKNOWLEDGEMENT

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Directors wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

BY ORDER OF THE BOARD OF DIRECTORS FOR SAKSOFT LIMITED

Place: Chennai AUTAR KRISHNA Dated : August 4, 2014 CHAIRMAN

Mar 31, 2013

Dear Members,

The Directors have pleasure in presentng their Fourteenth report on the business and operatons of your Company together with the Audited Accounts for the fnancial year ended 31st March 2013

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standalone entty.

Standalone Results (Rs. In Millions) Consolidated Results (Rs. In Millions) Year ended Year ended Year ended Year ended 31st March 2013 31st March 2012 31st March 2013 31st March 2012

Export Revenue 310.27 303.02 1475.37 1115.43

Domestc Revenue 114.32 112.41 114.32 112.41

Other Income 3.62 14.53 7.75 10.49

Total Income 428.21 429.96 1597.44 1238.33

Operatng expenses 344.04 333.68 1417.10 1095.28

Operatng Profts 84.17 96.28 180.34 143.05

Depreciaton 11.38 14.99 14.20 16.83

Interest and Finance Charges 32.22 28.76 42.33 36.18

Net Proft before Tax 40.57 52.53 123.81 90.04

Current Tax 15.00 18.90 17.27 20.74

Deferred Tax (2.59) (1.17) (2.51) (0.87)

Net Proft afer Tax 28.16 34.80 109.05 70.17

Proft brought forward 290.61 267.63 477.50 419.15

Available for Appropriaton 318.77 302.43 586.54 489.31

Transfer to General Reserve 2.11 2.11

Dividend and Dividend Tax 23.79 11.82 23.79 11.82

Balance Carried forward 292.87 290.61 560.64 477.49

RESULTS OF OPERATIONS: Standalone Accounts

- Total income for the year 2012-2013 was Rs. 428.21 Million as against Rs. 429.96 Million during the year 2011-2012, registering a marginal decline of 0.40%.

- Proft afer tax was Rs.28.16 Million during the year 2012-2013 as compared to Rs.34.80 Million during 2011-2012, resultng a decline of 19.08%.

- Basic earnings per share was Rs.2.93 for the fnancial year 2012-2013 as compared to earnings per share of Rs. 3.63 for the fnancial year 2012.

- Operatng and other expenses during the year were at Rs. 344.04 Million as compared to Rs. 333.68 Million in the previous year

Consolidated Accounts

- Consolidated total income for the year 2012-2013 was Rs. 1597.44 Million as against Rs. 1238.33 Million during the year 2011-2012, registering an impressive growth of 30%.

- Proft afer taxes was Rs.109.05 Million during the year 2012-2013 as compared to Rs. 70.17 Million during 2011-2012, a staggering growth of 55.41%.

- Basic earnings per share was Rs. 11.35 for the fnancial year 2012-2013 as compared to earnings per share of Rs. 7.32 for the fnancial year 2011-2012.

DIVIDEND:

Based on Company''s performance, the Directors are pleased to recommend for approval of the members a Final dividend of Rs. 2 per share (20% on the face value of Rs. 10) for the fnancial year 2012-13. The fnal dividend on the equity shares, if declared as above would involve an outlow of Rs. 20.33 Million towards dividend and Rs. 3.46 Million towards dividend tax, thereby resultng in total outlow of Rs. 23.79 Million.

TRANSFER TO RESERVE:

As stpulated under the provision of the Companies Act, 1956 read with Companies (Tranfer to Reserves) Rules, 1975, your Directors have proposed to transfer 7.5% of the current profts to General Reserve out of the profts earned by the Company.

BUSINESS:

Saksof is the preferred partner to deliver Total Applicaton Management solutons to our clients. With our focus on SMEs ( Small and Medium Enterprises), we provide a collage of services that serve as an efectve tool to the top management to plan, maintain and manage their IT investments and operatons using our Total Solutons Model. Saksof has created global footprints across the entre IT spectrum banking on its own capabilites and use select partners to deliver other capabilites.

Saksoft also has incorporated a unique Risk-Reward model to deliver its services at the right tme to its clients who gets access to all services under single point of contact (SPOC). We take pride to have implemented a powerful project and program management framework and coupled the same with a unique Outcome based value propositon (Risk-Reward framework) which make us fercely committed to bring quality based services to our Clients.

Saksoft has tied up with small and niche organizations which have ability to deliver the same value propositon with zero tolerance on maintenance of quality standards to our Clients. Our partners are nimble, have a passion for delivering high quality work and are willing to take the risks and manage the challenges in delivering high quality work.

The Staffing Services initiative that was launched by Saksoft during previous year in India and United States has turned out to be a revenue generating services offering during the current year with growing client base. Our Staffing Services ofering brings several advantages to the Clients In terms of expertise, cost, availability of resources with skill sets and employee retenton.

Saksof''s unique business model of Reportng as a Managed Service (RaaMS) is a packaged ofering to satsfy all decision support needs of an enterprise. RaaMS will remove the hassle of building, enhancing, managing and monitoring of reportng environment and will enable business focus on decision making.

During the year, Saksof has added Mobile applicaton development to its service oferings. Saksof ofers full spectrum end to end mobile services across diverse categories. With a strong focus on newer technology, domain knowledge and support Saksof strives to deliver products that are of high standards and quality. Saksof has the expertse in Mobile Applicaton Development across various platorms such as iPhone Applicaton Development, Android, Windows Mobile Applicaton, Blackberry and all J2ME based devices. Saksof is currently credited with developing the above applicatons. Our strong mobile development team has been driving force for this new initatve.

STRATEGIC ACQUISITION:

To increase our Client relevance and sustain industry leadership, we have made an overseas acquisiton during the year under review in December 2012 through our Wholly Owned Subsidiary in United States. Our wholly owned US subsidiary M/s. Saksof Inc has acquired 100% stake in "Electronic Data Professionals" (EDP), an US based Business Intelligence and Informaton Management consultng company. EDP has wider focus and specializaton and in-depth strength in the Informaton Management area in the US geography and has grown consistently well with rightly skilled technical teams.

Subsequently to this strategic acquisiton Electronic Data Professionals shall become a direct subsidiary of Saksof Inc and step down subsidiary of Saksof Limited. EDP shall contnue to provide specialized services to various clients and the acquisiton has progressed well and we are seeing many areas of synergy.

SUBSIDIARY COMPANIES:

Your company has 5 (Five) wholly owned subsidiaries and 3 (Three) Step down Subsidiaries as of 31st March 2013. The performance of these subsidiaries are embodied and disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accountng Standards 21 issued by the Insttute of Chartered Accountants of India and the Listng Agreement of the Stock Exchanges as prescribed by the Securites and Exchange Board of India from tme to tme. We strongly believe the Consolidated Financial Results represent a full picture of the details of the group.

Ministry of Corporate Afairs had earlier issued a circular No. 2/2011 dated 8th February 2011 providing common exempton to all companies under Secton 212 (8) of the Companies Act, 1956 with respect to ataching full annual accounts of subsidiary companies along with fnancials of the Company. A statement containing brief fnancial details of the Company''s subsidiaries for the fnancial year ended March 31, 2013 is included in the Annual Report. The audited accounts of and related informaton of our subsidiaries, where applicable, will be made available on request. These documents will also be available for inspecton during business hours at our registered ofce in Chennai, India.

DELIVERY CENTRES:

Saksof has three global delivery centers in Chennai, Noida and Manchester. Between them, they use more than 120,000 sq. f. of development space and have a seatng capacity of 700 people. Our Manchester Center supports our UK customers with tools and applicaton support. The center is also used to conduct custom built and public educaton in IM areas for our UK customers. The Chennai Center houses the corporate ofce and delivers our support, development and managed services operatons. Chennai also has a dedicated center for one of our Credit Management clients. Our Noida Center runs our Credit Management clients'' international development and support projects. One of Saksof''s large clients uses all three centers for their entre outsourcing needs and Saksoft has established a dedicated connectivity between Saksof ofces and the client''s network in UK.

HUMAN RESOURCES MANAGEMENT:

India''s position as the leading player in the global sourcing market has been the availability of an abundant talent pool and the multi-pronged skills of the existing employee base. In FY 2012-13, India churned out 4.35 million graduates and post graduates. With the number of enrollments maintaining a CAGR of 12 per cent during the past five years , an even larger number of intake is expected in the coming years, primarily driven by favourable Government policies on boosting the educaton sector in India.

Another factor in favour of India is that, it is the world''s largest source of employable talent with a share of about 36 percent, one of the key parameters for clients choosing India as the most preferred sourcing market. Given the importance of human resources to the IT-BPO Industry, the large size of employee base and the need to atract future talent, the industry has been initatng various measures that ensure an employee friendly work environment. However, with the recent recession, the Industry has been facing various challenges both at macroeconomic and operatonal levels.

The major challenges inducing the industry to develop various innovatve talent management practces can be categorized as

- Employee engagement

- Ensuring Career Progression while enabling a balanced personal life.

- HR policies focussing on localizing talent, while business goes global

- Industry constantly developing talent ecosystem to mould future leaders

- SMEs also implementng HR best practces to emerge as Employers of Choice.

Saksof has 500 employees as at March 31, 2013. Your Company has imbibed and conceptualized its core human resource values that makes a diference in many ways and in the process provide lot of ways for people to grow to the next level. More importantly the Company''s human resource management process has been designed to create a mindset among the employees where they have the opportunity to work with some talented, interestng and inspiring people who at the same tme display discipline and humility. Saksof ''s enlightened approach to employee development also focuses on giving people whatever they need to succeed and this ensures that people are given contnuous support, learning, recogniton and transformaton to next level.

From the talent acquisiton front, your Company has various businesses te ups with leading recruitment agencies to identfy and engage highly talented resources both at the senior management and middle management levels. Saksof''s recruitng model also atracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients and is commited to atractng, retaining, and developing the highest quality and most dedicated workforce possible in today''s market. Your company has a robust performance management system which aims to improve communicaton and understanding of employee''s goals and concerns and is built to reward employees in a fair and transparent manner with consistent focus on training and career development initatves to motvate employees who in turn will beneft the organizaton with increased operatng efciencies and enhanced delivery capabilites.

CORPORATE SOCIAL RESPONSIBILITY:

Year on Year it is a traditon set by Saksof which is being sacrosanctly followed to contribute to the society apart from the business. Saksof perceives this thought to each and every employee and give them an opportunity to partcipate voluntarily across its various corporate social responsibility (CSR) initatves. During the year, your company initated a fve day unique event "Experience the Joy of Giving" which drew stupendous response from our employees who donated graciously for the beneft of orphaned children. We also conducted an Eye Camp for the beneft of all our employees in associaton with leading Eye specialty hospital in Chennai and Noida. As part of our Employee engagement programme, a food carnival was organized where our employees displayed their culinary skills and served variety of dishes at nominal costs. The total collectons generated out of the food carnival was generously donated towards purchase of constructon material for a Child care orphanage home which accommodates children who''s parents are infected with HIV.

At Saksoft, we take steps to build resource efficiency by making our contributon in reducing the impact on our environment. Our efforts in ensuring resource efficiency involve working toward conserving energy, reducing and reusing paper, reducing and recycling water and effective waste management.

QUALITY:

Maintaining high degree of quality on whatever we commit to deliver to our valued customers is our core mantra and mission reverberated at all levels of our management. Your Company deploys various quality improvement measures/ techniques at every stage from the conceptualization of a project till commissioning and subsequently during the operation phases to identfy areas of improvement and to develop action plans for achieving the desired level of quality in all of its activites.

CORPORATE GOVERNANCE:

For Saksof, good Corporate Governance is the key for creatng and maintaining public/stakeholders'' trust in the Company. Your Company contnuously strives for best corporate governance practces and ensures beter transparency, accountability and fairness in the disseminaton of informaton to its stakeholders. Obeying the law, both in leter and in spirit, is the foundaton on which the Company''s ethical standards are built. The Company would constantly endeavor to improve on these aspects. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditor''s Certfcate thereon, as required under Clause 49 of the Listng Agreement.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES:

By complying with the provisions of the Companies Act, 1956 and Clause 49 of the Listng Agreement, the Company is complying with all the major clauses of the Corporate Governance Voluntary Guidelines, 2009. We have reported in Annexure ''II''to the Directors'' Report - Corporate Governance, the extent of our compliance of the Corporate Governance Voluntary Guidelines, 2009.

DEPOSITS:

The Company has not accepted any fxed deposits pursuant to secton 58A of the Companies Act, 1956 and consequently there are no amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. R. Rajagopalan, Director of the Company retres by rotaton at the ensuing Annual General Meetng and being eligible, ofers himself for re-appointment. The Board recommends the re-appointment of Mr. R. Rajagopalan.

As per disclosures made by the Directors, none of the Directors are disqualifed pursuant to Secton 274(1)(g) of the Companies Act, 1956 and the disclosures have been taken on record by the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Secton 217(2AA) of the Companies Act, 1956, the Directors'' hereby confrm as follows:

1. That in the preparaton of the annual accounts, the applicable accountng standards had been followed along with proper explanaton relatng to material departures.

2. That the directors had selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and a fair view of the state of afairs of the Company at the end of the fnancial year and the profts of the Company for that period;

3. That the directors had taken proper and sufcient care for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS

The auditors M/s. Suri& Co., Chartered Accountants, retre at the conclusion of the ensuing Annual General Meetng and have confirmed their eligibility and willingness to accept office, if re-appointed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

The Company is a software company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipments. The company strives to evolve new technologies to see to that the infrastructure is more energy efficient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs.307.46 Million Foreign Exchange Outgo : Rs. 36.36 Million

MATERIAL CHANGES AFTER 31st MARCH 2013 :

There have been no material changes and commitments between 31st March 2013 and the date of this report having an adverse bearing on the fnancial positon of the Company.

PARTICULARS OF EMPLOYEES:

The Ministry of Corporate Afairs has notfed an amendment to Companies (Partculars of Employees) Rules, 1975 which may now be called as Companies (Partculars of Employees) Amendment Rules, 2011 wherein the disclosure of names and other partculars of those employees who draw remuneraton of more than 60 lakhs per annum or more than Rs.5,00,000 per month are to be disclosed in the Director''s report. During the fnancial year 2012-2013 none of the employees drew remuneraton of more than 60 lakhs per annum or more than Rs.5,00,000 per month and hence the specifc disclosure did not arise during the relevant period.

EMPLOYEES STOCK OPTION SCHEME:

During the year the Compensaton commitee cancelled the earlier grant of 30000 optons under ESOP 2006 as the opton grantee voluntarily surrendered the optons owing to market conditons and subsequently granted 2,00,000 optons under Employee Stock Opton Plan 2006 on 13th June 2012 to eligible employee of Saksof and its subsidiaries at the rate of Rs.45.05 per opton.

Details that are required to be provided under the SEBI (Employees Stock Opton Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

INVESTOR SERVICES

Investor Services are pivotal to the operatons of the Company and hence your company always lays tremendous importance to redressing investor grievances and requests. The Compliance ofcer directly liaises with the Investor in maters relatng to Investor services. The web-site of Saksof (www.saksof.com) is designed in a manner which is investor friendly. The Company has established an investor grievances commitee to redress the grievances of the investor. The Company has designated an exclusive e-mail ID [email protected] for investor queries to enable the investors to make their complaints, grievances and other requests. Investor relatons remained cordial during the year under review and there are no investor complaints pending as on 31st March 2013.

ACKNOWLEDGEMENT

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operaton. The Directors wish to place their appreciaton to the employees of the Company for the excellent contributons extended at all levels in achieving growth and results.

BY ORDER OF THE BOARD OF DIRECTORS

FOR SAKSOFT LIMITED

Place: Chennai AUTAR KRISHNA

Dated : MAY 27, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting their Thirteenth report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2012.

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standalone entity. Standalone Results (Rs. In Millions)

Year ended Year ended 31st March 2012 31st March 2011

Export Revenue 303.02 329.59

Domestic Revenue 112.41 92.24

Other Income 14.53 7.50

Total Income 429.96 429.33

Operating expenses 333.68 361.08

Operating Profits 96.28 68.25

Depreciation 14.99 16.44

Interest and Finance Charges 28.76 28.67

Net Profit before Tax 52.53 23.14

Current Tax 18.90 11.43

Deferred Tax (1.17) (3.70)

Net Profit after Tax 34.80 15.41

Profit brought forward 267.64 264.01

Available for Appropriation 302.44 279.42

Transfer to General Reserve - -

Dividend and Dividend Tax 11.82 11.78

Balance Carried forward 290.62 267.64

Consolidated Results (Rs. In Millions) Year ended Year ended 31st March 2012 31st March 2011

Export Revenue 115.43 963.85

Domestic Revenue 112 92.24

Other Income 10.49 7.90

Total Income 1238.33 1063.99

Operating expense 1095.28 951.02

Operating Profits 143.05 112.97

Depreciation 16.83 18.35

Interest and Finance Charges 36.18 35.99

Net Profit before Tax 90.04 58.63

Current Tax 20.74 11.98

Deferred Tax (0.87) (3.70)

Net Profit after Tax 70.17 50.35

Profit brought forward 419.15 380.58

Avaliable for Appropriation 489.32 430.93

Transfer to General Reserve - -

Dividend and Dividend Tax 11.82 11.78

Balance Carried forward 477.50 419.15

RESULTS OF OPERATIONS:

Standalone Accounts

Total income for the year 2011-2012 was Rs.429.96 Million as against Rs.429.33 Million during the year 2010-2011, achieving a marginal growth of 0.15%.

Profit after tax was Rs.34.80 Million during the year 2011-2012 as compared to Rs.15.41 Million during 2010-2011, registering a staggering growth of 125.89%.

Basic earnings per share was Rs.3.63 for the financial year 2011-2012 as compared to earnings per share of Rs.1.61 for the financial year 2011.

Operating and other expenses during the year were at Rs.333.68 lakhs as compared to Rs.361.08 lakhs in the previous year.

Consolidated Accounts

- Consolidated total income for the year 2011-2012 was Rs.1238.33 Million as against Rs.1063.99 Million during the year 2010-2011, registering a growth of 16.39%.

- Profit after taxes was Rs.70.17 Million during the year 2011-2012 as compared to Rs. 50.35 Million during 2010-2011, a growth of 39.36%.

- Basic earnings per share was Rs. 7.32 for the financial year 2011-2012 as compared to earnings per share of Rs. 5.25 for the financial year 2010-2011.

DIVIDEND:

Based on Company's performance, the Directors are pleased to recommend for approval of the members a Final dividend of Re.1 per share (10 % on the face value of Rs.10) for the financial year 2011-2012. The final dividend on the equity shares, if declared as above would involve an outflow of Rs.10.17 Million towards dividend and Rs.1.65 Million towards dividend tax, thereby resulting in total outflow of Rs.11.82 Million.

TRANSFER TO RESERVE:

The Board of Directors has decided to retain entre surplus in the Profit and Loss Account and hence no transfer has been made to the General Reserve during this year.

BUSINESS:

Saksoft offers the full range of business consulting and technology services - which can successfully align our customers to their Information Management objectives. We consult, design, implement, train and support on major IM platforms such as Cognos, Datastage, Business Objects, Hyperion, Microsoft and Informatics.

At Saksoft, we have built our practice and reputation on enabling better decision making through optimized information flow to executive and business leaders. This allows us to help our clients define their strategy, optimize their processes and select technology to further develop their capabilities. Saksoft has recently launched its Staffing Services imitative in India and United States to provide value added services to its growing client base. Our Staffing Services offering brings several advantages to the Clients In terms of expertise, cost, availability of resources with skill sets and employee retention and allows our clients to focus on their core IT Management tasks. Saksoft offers a range of exciting offerings in Managed Services for Information Management.

Our expertise in testing methodologies and tools, combined with our domain knowledge, has given a substantial cost reduction, enhanced revenue generation and also improved customer satisfaction by the usage of our custom built financial software solutions.

We have a strong process orientation and an eye for detail to deliver high quality solutions. We have a proven track record in working with global, mult- location clients and the ability to work and communicate effectively with cross-cultural teams. Saksoft's web development capabilities allow organizations to manage their web applications and e-Business frameworks. Our expertise in Open Source and our ability to integrate applications across multiple platforms makes us a preferred partner for discerning clients.

Our passion is to deliver solutions to our customers who are rearing to go to market with innovative products and solutions. We take pride in our key attribute of creating value in all our engagements and this is achieved through frameworks, delivery supremacy and an approach to do it right the first time. Needless to mention that our customers value our relationship, and this allows us to operate as Partners and not as Vendors.

SUBSIDIARY COMPANIES:

In July 2011, your Company announced the acquisition of Synetairos Technologies Limited, a Pune based unlisted public limited Company which is in the business of providing specialized staff augmentation services to clients in the field of technology and financial services space. Synetairos also has wider focus and specialization in managing onsite services team besides sourcing various multinational companies with rightly skilled technical teams.

Subsequently to this strategic acquisition Synetairos Technologies Limited became a wholly owned subsidiary of your Company. It continues to provide specialized staff augmentation services to various clients and the acquisition has progressed well and we are seeing many areas of synergy.

INCREASE IN SHARE CAPITAL:

During the year, we issued 25,000 shares on the exercise of stock options under the Employee Stock Option Plan 2009. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 10,140,000 shares to 10,165,000 shares as at March 31, 2012.

SUBSIDIARY COMPANIES:

Your Company has 6 (Six) wholly owned subsidiaries as of 31st March 2012. The performance of these subsidiaries are embodied and disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accounting Standards 21 issued by the Institute of Chartered Accountants of India and the Listing Agreement of the Stock Exchanges as prescribed by the Securitas and Exchange Board of India from time to time. We strongly believe the Consolidated Financial Results represent a full picture of the details of the group.

Ministry of Corporate Affairs had earlier issued a circular no.2/2011 dated 8th February 2011 providing common exemption to all companies under Section 212 (8) of the Companies Act, 1956 with respect to attaching full annual accounts of subsidiary companies along with financials of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The audited accounts of and related information of our subsidiaries, where applicable, will be made available on request. These documents will also be available for inspection during business hours at our registered office in Chennai, India.

DELIVERY CENTRES:

Saksoft has three global delivery centers in Chennai, Noida and Manchester. Our Manchester center supports our UK customers with tools and application support. The center is also used to conduct custom built and public education in IM areas for our UK customers. The Chennai center houses the corporate office and delivers our support, development and managed services operations. Chennai also has a dedicated center for one of our Credit Management clients. Our Noida center runs our Credit Management clients' international development and support projects.

HUMAN RESOURCES MANAGEMENT:

According to a NASSCOM 2010 study, titled the 'Indian IT-BPO Industry: Driving India's Socio Economic Transformation (Source Ã NASSCOM website Resource centre), Tier II and III cites in India have emerged as talent hubs, from where the sector is drawing its manpower resources. According to the study around 58 per cent of the IT-BPO workforce today is from Tier II/III cites, with around four million direct employees from these locations. Around 49 delivery centers were set up in Tier II/III locations in the last year, as opposed to 25 in India's Tier I cites. The industry in fact, accounted for 4.5 per cent of the GDP from these areas.

While the above trend appears to rejuvenate the Indian IT industry, there is a constant search of new opportunities and new sources of growth, not merely in the overseas markets, but also on domestic turf. At the same time, the Indian IT industry is also exploring new investment destinations across India, where it can set up offices and centers, to tap the talent available.

Saksoft has directly and indirectly employees around 600 resources. Your Company has imbibed and conceptualized its core human resource values that makes a difference in many ways and in the process provide lot of ways for people to grow to the next level. More importantly the Company's human resource management process has been designed to create a mindset among the employees where they cherish to get to work with some real talented, interesting and inspiring people who at the same time display discipline and humility. Saksoft 's enlightened approach to employee development also focuses on giving people whatever they need to succeed and this ensures that people are given continuous support, learning, recognition and transformation to next level.

From the talent acquisition front, your Company has various businesses te ups with leading recruitment agencies to identify and engage highly talented resources both at the senior management and middle management levels. Saksoft's recruiting model also attracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients and is committed to attracting, retaining, and developing the highest quality and most dedicated work force possible in today's market. Your Company has a robust performance management system which aims to improve communication and understanding of employee's goals and concerns and is being built to reward employees in a fair and transparent manner with consistent focus on training and career development initiatives to motivate employees who in turn will benefit the organization with increased operating efficiencies and enhanced delivery capabilities.

CORPORATE SOCIAL RESPONSIBILITY:

Keeping the tradition year on year to do service to the society apart from the business, Saksoft has retained a collective focus and taken a step forward to support and encourage employee participation across its various corporate social responsibility (CSR) initiatives. One such significant activity that was taken up this year which drew good response from our employees was the voluntary contribution of clothes to "Kakkum Karangal", a Non-Profit Social Organization. At Saksoft, we take steps to build resource efficiency by making our contribution in reducing the impact on our environment. Our efforts in ensuring resource efficiency involve working toward conserving energy, reducing and reusing paper, reducing and recycling water and effective waste management

QUALITY:

Maintaining high degree of quality on whatever we commit to deliver to our valued customers is our core mantra and mission reverberated at all levels of our management. Your Company deploys various quality improvement measures/ techniques at every stage from the conceptualization of project till commissioning and subsequently during the operation phases to identify areas of improvement and to develop action plans for achieving the desired level of quality in all of its actives.

CORPORATE GOVERNANCE:

For Saksoft, good Corporate Governance is the key for creating and maintaining public/stakeholders' trust in the Company. Your Company continuously strives for best corporate governance practices and ensures better transparency, accountability and fairness in dissemination of information to its stakeholders. Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. The Company would constantly endeavor to improve on these aspects. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditor's Certificate thereon, as required under Clause 49 of the Listing Agreement.

DEPOSITS:

The Company has not accepted any fixed deposits pursuant to section 58A of the Companies Act, 1956 and consequently there are no amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. Ajit Thomas, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr.Ajit Thomas.

As per disclosures made by the Directors, none of the Directors are disqualified pursuant to Section 274(1)(g) of the Companies Act, 1956 and the disclosures have been taken on record by the Board of Directors.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors' hereby confirm as follows:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 a fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS

The auditors M/s. Suri & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

The Company is a software Company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipments. The Company strives to evolve new technologies to see to that the infrastructure is more energy efficient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs. 290.15 Million Foreign Exchange Outgo : Rs. 33.86 Million

MATERIAL CHANGES AFTER 31ST MARCH 2012 :

There have been no material changes and commitments between 31st March 2012 and the date of this report having an adverse bearing on the financial position of the Company.

PARTICULARS OF EMPLOYEES:

The Ministry of Corporate Affairs has notified an amendment to Companies (Particulars of Employees) Rules, 1975 which may now be called as Companies (Particulars of Employees) Amendment Rules, 2011 wherein the disclosure of names and other particulars of those employees who draw remuneration of more than 60 lakhs per annum or more than Rs.5,00,000 per month are to be disclosed in the Director's report. During the financial year 2011-2012 none of the employees drew remuneration of more than 60 lakhs per annum or more than Rs.5,00,000 per month and hence the specific disclosure did not arise during the relevant period.

EMPLOYEES STOCK OPTION SCHEME:

During the year the Compensation committee has granted 1,00,000 options under ESOP 2009 under the Employees Stock Option plan 2009 on 17th February 2012 to eligible employee of subsidiary of Saksoft at the rate of Rs.68.50 per option and also during the year your Board of Directors vide circular resolution passed on 17th February 2012 has allotted 25000 Equity Shares under Employees Stock Option plan 2009 pursuant to the exercise of 25000 options by one of our eligible employee at the grant price fixed on the date of grant being 3rd December 2010. Further to the allotment of the 25000 equity shares, your Company has obtained the listing and trading approval from the National Stock Exchange on 29th February 2012.

Details that are required to be provided under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

INVESTOR SERVICES

Investor Services are pivotal to the operations of the Company and hence your Company always lays tremendous importance to redressing investor grievances and requests. The Compliance offer directly liaises with the Investor in maters relating to Investor services. The web-site of Saksoft (www.saksoft.com) is designed in a manner which is investor friendly. The Company has established an investor grievances committee to redress the grievances of the investor. The Company has designated an exclusive e-mail ID [email protected] for investor queries to enable the investors to make their complaints, grievances and other requests. Investor relations remained cordial during the year under review and there are no investor complaints pending as on 31st March 2012.

ACKNOWLEDGEMENT

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Directors wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

BY ORDER OF THE BOARD OF DIRECTORS FOR SAKSOFTT LIMITED

Place: Chennai AUTAR KRISHNA

Dated : MAY 30, 2012 CHAIRMAN

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Twelfth report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2011.

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standalone entity.

Standalone Results Consolidated Results (Rs. In Lakhs) (Rs. In Lakhs) Year ended Year ended Year ended Year ended 31st March 31st March 31st March 31st March 2011 2010 2011 2010

Export Revenue 3,295.88 3,289.72 9,638.44 9,901.56

Domestic Revenue 922.42 968.04 922.42 968.04

Other Income 74.94 9.03 79.03 65.11

Total Income 4,293.24 4,266.79 10,639.89 10,934.71

Operating expenses 3,610.82 3,589.16 9,510.23 9,399.40

Operating Profits 682.42 677.63 1,129.66 1,535.31

Depreciation 164.37 160.90 183.46 191.76

Interest and Finance Charges 286.66 270.93 359.85 382.29

Net Profit before Tax 231.39 245.80 586.35 961.26

Current Tax 114.30 114.00 119.81 121.07

Deferred Tax (36.98) (34.31) (36.98) (34.31)

Net Profit after Tax 154.07 166.11 503.52 874.50

Profit brought forward 2,640.13 2,592.65 3,805.71 3,049.84

Available for Appropriation 2,794.20 2,758.76 4,309.23 3,924.34

Transfer to General Reserve - - - -

Dividend and Dividend Tax 117.85 118.63 117.85 118.63

Balance Carried forward 2,676.35 2,640.13 4,191.38 3,805.71

RESULTS OF OPERATIONS:

Standalone Accounts

- Total income for the year 2010-2011 was Rs. 4,293.24 lakhs as against Rs. 4,266.79 lakhs during the year 2009-2010, achieving a marginal growth of 0.62%.

- Profit after tax was Rs. 154.07 lakhs during the year 2010-2011 as compared to Rs.166.11 lakhs during 2009-2010, registering a decline of 7.25%.

- Basic earnings per share was Rs. 1.61 for the financial year 2010-2011 as compared to earnings per share of Rs. 1.73 for the financial year 2010.

- Operating and other expenses during the year were at Rs.3,610.82 lakhs as compared to Rs.3,589.16 lakhs in the previous year

Consolidated Accounts

- Consolidated total income for the year 2010-2011 was Rs. 10,639.89 lakhs as against Rs. 10,934.71 lakhs during the year 2009-2010, registering a decline of 2.70%.

- Profit after taxes was Rs.503.52 lakhs during the year 2010-2011 as compared to Rs. 874.50 lakhs during 2009-2010, a decline of 42.42%.

- Basic earnings per share was Rs. 5.25 for the financial year 2010-2011 as compared to earnings per share of Rs. 9.12 for the financial year 2009-2010.

DIVIDEND:

Based on Company's performance, the Directors are pleased to recommend for approval of the members a Final dividend of Re.1 per share (10 % on the face value of Rs.10) for the financial year 2010-11. The final dividend on the equity shares, if declared as above would involve an outflow of Rs.101.40 Lakhs towards dividend and Rs.16.45 lakhs towards dividend tax, thereby resulting in total outflow of Rs.117.85 lakhs.

TRANSFER TO RESERVE:

The Board of Directors has decided to retain entire surplus in the Profit and Loss Account and hence no transfer has been made to the General Reserve during this year.

BUSINESS:

Saksoft offers the full range of business consulting and technology services - which can successfully align our customers to their Information Management objectives. We consult, design, implement, train and support on major IM platforms such as Cognos, Datastage, Business Objects, Hyperion, Microsoft and Informatica. Whether you require services in all areas or on select areas, Saksoft is ready to partner with you in delivering success.

At Saksoft, we have built our practice and reputation on enabling better decision making through optimized information flow to executive and business leaders. This allows us to help our clients define their strategy, optimize their processes and select technology to further develop their capabilities. Saksoft has recently launched its Managed Services initiative to provide value added services to its growing client base. Our Managed Services offering takes away the routine and drudgery associated with application maintenance and allows you to focus on your core IT Management tasks. Saksoft offers a range of exciting offerings in Managed Services for Information Management.

Saksoft is a specialized provider of software services & staffing to the Banking and Financial Services Industry (BFSI). Our expertise in testing methodologies and tools, combined with our domain knowledge, has given a substantial cost reduction, enhanced revenue generation and also improved customer satsfaction by the usage of our custom built financial software solutions

We have a strong process orientation and an eye for detail to deliver high quality solutions. We have a proven track record in working with global, multi-location clients and the ability to work and communicate effectively with cross-cultural teams. Saksoft's web development capabilities allow organizations to manage their web applications and e-Business frameworks. Our expertise in Open Source, our Gold Partner status with Microsoft and our ability to integrate applications across multiple platforms makes us a preferred partner for discerning clients.

Our passion is to deliver solutions to our customers who are rearing to go to market with innovative products and solutions. We take pride in our key attribute of creating value in all our engagements and this is achieved through frameworks, delivery supremacy and an approach to do it right the first time. Needless to mention that our customers value our relatonship, and this allows us to operate as Partners and not as Vendors.

SUBSIDIARY COMPANIES:

Your company has five wholly owned subsidiaries as of 31st March 2011. The performance of these subsidiaries are embodied and disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accounting Standards 21 issued by the Institute of Chartered Accountants of India and the Listing Agreement of the Stock Exchanges as prescribed by the Securities and Exchange Board of India from time to time. We strongly believe the Consolidated Financial Results represent a full picture of the details of the group.

During the year, the Ministry of Corporate Affairs had issued a circular dated 8th February 2011 providing common exemption to all companies under Section 212 (8) of the Companies Act, 1956 with respect to attaching full annual accounts of subsidiary companies along with financials of the Company for the year 2010-2011. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be available for inspection at the registered office of the holding company as well as the office of the concerned subsidiaries during the business hours and shall be given to the investors on request at any point of time.

DELIVERY CENTRES:

Saksoft has three global delivery centers in Chennai, Noida and Manchester. Between them, they use more than 120,000 sq. ft. of development space and have a seating capacity of 700 people. Our Manchester center supports our UK customers with tools and application support. The center is also used to conduct custom built and public education in IM areas for our UK customers. The Chennai center houses the corporate office and delivers our support, development and managed services operations. Chennai also has a dedicated center for one of our Credit Management clients. Our Noida center runs our Credit Management clients' international development and support projects. One of Saksoft's large clients uses all three centers for their entire outsourcing needs and Saksoft has established a dedicated connectivity between Saksoft offices and the client's network in UK.

HUMAN RESOURCES MANAGEMENT:

The organized sector in India is set to create close to a million new jobs in the year 2010 -2011 reveals Ma Foi Employment Trends Survey. The overall picture looks bright for the year with the intention of creating close to a million new jobs. However, in the immediate future, the hiring intentions of employers are not loud and clear. Most of them are cautious but optmistic about the FY 2011-12.

Bench strength in the IT industry is still not used up fully. Hiring is expected to take place due to continued international demand in the IT sector. As far as ITES is concerned, domestic demand is growing though many international contracts have not yet come back to normalcy. Having dominated the job market with the greatest number of new job additions year after year, India's IT and ITES industry is showing signs of stabilizing. Indian industry is showing signs of climbing the value chain and winning deals in knowledge- intensive applications. This sector being the 4th largest amongst all sectors is expected to create substantial amount of new jobs.

Saksoft has 427 employees as at March 31, 2011. Saksoft has robust human resource management processes tailored to retain high caliber employees who significantly contribute towards the company's growth strategies. Your Company has business tie ups with various leading recruitment agencies to identify and engage highly talented resources both at the senior management and middle management levels. Saksoft's recruiting model also attracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients. Your company values and rewards its employees in a fair manner through a robust performance management process and a consistent focus on training and career development initatives to motivate employees who in turn will benefit the organization with increased operating efficiencies and enhanced delivery capabilities. Saksoft aims to build a strong commitment among employees through various initiatives and measurement tools to capture satisfaction scores over the year.

CORPORATE SOCIAL RESPONSIBILITY:

Saksoft supports and encourages employee partcipation across various corporate social responsibility (CSR) initatives. One such significant activity that was taken up this year which drew good response from our employees was the Chennai Marathon. A big team of vibrant Sakians partcipated in the 7 km City Run of the Chennai Marathon that took place on 29 August, 2010. The annual marathon had over 100,000 participants in the general run and our Saksoft team, led by the Managing Director Aditya Krishna sprinted, jogged and walked the distance proudly holding aloft the Saksoft banner. The proceeds of the event ultimately benefit the education of underprivileged children. At Saksoft, we take steps to build resource efficiency by making our contribution in reducing the impact on our environment. Our efforts in ensuring resource efficiency involve working toward conserving energy, reducing and reusing paper, reducing and recycling water and effective waste management

QUALITY:

Your Company, in all its endeavours, is committed to provide cost effective & quality services to its valued customers thereby deriving high customer satisfaction. To achieve this, quality improvement measures/ techniques are being adopted at every stage from the conceptualisation of project till commissioning and subsequently during the operation phases to identify areas of improvement and to develop acton plans for achieving the desired level of quality in all of its actvities. Saksoft continues to be compliant with SEI CMM Level 5 standards. Our delivery centers have also been certified as IS security compliant by some of our key clients

CORPORATE GOVERNANCE:

Your Company strongly believes that adopting good corporate governance practices will form a fulcrum of strong business commitments to the stakeholders. Good corporate governance encompasses the practices and procedures to be observed by Management with regard to laws, regulations, procedures and disclosures that must be adhered to at all times. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditor's Certifcate thereon, as required under Clause 49 of the Listing Agreement.

DEPOSITS:

The Company has not accepted any fixed deposits pursuant to section 58A of the Companies Act, 1956 and consequently there are no amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. Autar Krishna, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr.Autar Krishna.

During the year Mr.N.K.Subramaniyam, Executive Director Ã Operations & Technology, Mr.S.C.Agarwal Ã Non-Executive Director and Mr.Suresh Subramanian, Independent Director resigned from the Board and the Board of Directors placed on record its deep sense of appreciation for the services rendered by them during their tenure as Directors on the Board.

As per disclosures made by the Directors, none of the Directors are disqualified pursuant to Section 274(1)(g) of the Companies Act, 1956 and the disclosures have been taken on record by the Board of Directors.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors' hereby confirm as follows:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 a fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS

The Board decides to recommend the appointment of M/s. Suri & Co, Chartered Accountants as Statutory Auditors who shall be holding office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting in place of M/s. BSR & Co, Chartered Accountants as they have expressed their unwillingness to be re-appointed in the forth coming Annual General meeting. A certifcate pursuant to Section 224(1B) of the Companies Act, 1956 has been received from M/s. Suri & Co, Chartered Accountants to the effect that, if appointed, it would be within the limits provided under that Section.

The Board also wishes to place on record the appreciation to M/s. BSR & Co, Chartered Accountants, Auditors of the Company for their valuable service rendered during their association with the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

The Company is a software company and hence the operations of the Company are not energy intensive. The Company employs energy efficient computers and office equipments. The company strives to evolve new technologies to see to that the infrastructure is more energy efficient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs. 3,295.88 Lakhs

Foreign Exchange Outgo : Rs. 313.18 Lakhs

MATERIAL CHANGES AFTER 31ST MARCH 2011 :

There have been no material changes and commitments between 31st March 2011 and the date of this report having an adverse bearing on the financial position of the Company.

PARTICULARS OF EMPLOYEES:

The Ministry of Corporate Affairs has notified an amendment to Companies (Particulars of Employees) Rules, 1975 which may now be called as Companies (Particulars of Employees) Amendment Rules, 2011 wherein the disclosure of names and other particulars of those employees who draw remuneration of more than 60 lakhs per annum or more than Rs.5,00,000 per month are to be disclosed in the Director's report. Accordingly the names and other particulars of employees are set out in Annexure I to this report.

EMPLOYEES STOCK OPTION SCHEME:

During the year the Compensation committee has cancelled the earlier grant of 1,20,000 options under ESOP 2009 as the option grantees voluntarily surrendered their options owing to market conditions and subsequently granted 5,00,000 options under the Employees Stock Option plan 2009 on 3rd December 2010 to eligible employees of Saksoft and its subsidiaries at the rate of Rs.44.25 per option.

The approval of the shareholders was obtained through the postal ballot process on 8th March 2011 for extending the exercise period to 5 years from the date of granting of options to the option holders under Employee Stock Option Scheme, 2006 with an objective of providing the option holders to take an informed decision on exercising their options. Under the Employee Stock Option Scheme, 2006 no options have been further re-issued during the year.

Details that are required to be provided under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report.

INVESTOR SERVICES

Investor Services are pivotal to the operations of the Company and hence your company always lays tremendous importance to redressing investor grievances and requests. The Compliance officer directly liaises with the Investor in maters relating to Investor services. The web-site of Saksoft (www.saksoft.com) is designed in a manner which is investor friendly. The Company has established an investor grievances commitee to redress the grievances of the investor. The Company has designated an exclusive e-mail ID [email protected] for investor queries to enable the investors to make their complaints, grievances and other requests. Investor relations remained cordial during the year under review and there are no investor complaints pending as on 31st March 2011.

ACKNOWLEDGEMENT

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Directors wish to place their appreciation to the employees of the Company for the excellent contributions extended at all levels in achieving growth and results.

BY ORDER OF THE BOARD OF DIRECTORS FOR SAKSOFT LIMITED

AUTAR KRISHNA CHAIRMAN

Place : Chennai Dated : MAY 27, 2011

Mar 31, 2010

The Directors are pleased to present their Eleventh Annual Report, to the members, on the business and Operations of your Company together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Highlights Year ended Year ended 31st March 2010 31st March 2009 (Rs. In Lakhs) (Rs. In Lakhs)

Export Revenue 3289.72 3730.30

Domestc Revenue 968.04 544.68

Other Income 9.03 192.70

Total Revenue 4266.79 4467.68

Operatng expenses 3589.16 3555.37

Operatng Profits 677.63 912.31

Depreciation 160.90 138.04

Interest and Finance Charges 270.93 263.67

Net Profit before Tax 245.80 510.60

Current Tax 114.00 30.00

Deferred Tax (34.31) (4.74)

Fringe benefit Tax NIL 22.00

Net profit afer Tax 166.11 463.34

profit brought forward 2592.65 2247.94

Available for Appropriation 2758.76 2711.28

Transfer to General Reserve 0.00 0.00

Dividend and Dividend Tax 118.63 118.63

Balance Carried Forward 2640.13 2592.65

RESULTS OF OPERATIONS:

Your Companys total income during the year 2009-2010 amounted to Rs.4266.79 lakhs compared to previous year total income of Rs.4467.68 lakhs. Though there has been a marginal dip in the total revenue from sofware services, the revenues generated through the domestc market has increased remarkably compared to the previous year. The net profit afer tax for the year was Rs.166.11 lakhs as compared to Rs.463.34 Lakhs in 2008-09. As per consolidated accounts the total income was Rs.10934.71 lakhs as against the previous year total income of Rs.12247.29 lakhs. Your Company during the year witnessed wide foreign exchange fuctuatons with rupee appreciatng against major currencies, including dollar, pound and euro which had an impact on our profit margins. Steps are being taken to hedge the exposure and thereby minimizing the impact in the future. Operatng and other expenses during the year were at Rs.998.70 lakhs as compared to Rs.1281.17 lakhs in the previous year. Deployment of various ratonalization measures by your company during the year has contributed to the decrease in the operatng expenses signaling positve signs of companys beter efciency in controlling the cost and adoption of economy of scale of its Operations.

DIVIDEND:

Based on Companys performance, the Directors are pleased to recommend for approval of the members a Final dividend of Re.1 per share (10 % on the face value of Rs.10) for the financial year 2009-10. The fnal dividend on the equity shares, if declared as above would involve an outlow of Rs.101.40 lakhs towards dividend and Rs.17.23 lakhs towards dividend tax, thereby resultng in total outlow of Rs.118.63 lakhs.

TRANSFER TO RESERVE:

The Board of Directors have decided to retain entre surplus in the profit and Loss account and hence no transfer has been made to the general reserve during this year.

BUSINESS:

Your Company contnues to operate as a key player in the Informaton Technology sector and has traversed successfully through the challenging times of recession that cruised through the year 2008-2009 and contnued with the rippling effect in the year 2009-2010. During the year, your company has achieved a major milestone on its successful launch of its fagship product "PRIMA" - a Pan Banking Customer Loyalty Management System focusing on BFSI segment and has succeeded in its implementation of the product in one of the leading financial insttuton in India. Your Company has successfully developed new potentally growth opportunites in the areas of enterprise solutons wherein it seeks to leverage strong domain expertse to ofer support to its customers by putng processes and services in place and has won a major project with one of the leading bank in India towards implementation of enterprise solution "Dedupe" developed by your company.

Your company adopts various strategies to achieve and stabilize long-term relatonship with its clients and undertook various initatves involving campaigning and promotng its fagship licensed products in Banks and Financial Insttutons, following up with existing customers on improvisation of the services and focusing on winning of new deals with a view to achieve beter momentum in the growth of the Company.

SUBSIDIARY COMPANIES:

Your company has wholly owned subsidiaries set up at the United States of America, the United Kingdom, Singapore, Germany and Hong Kong. These subsidiaries enable the company to work closely with several large corporatons across the world. The performance of these subsidiaries are embodied and disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accountng Standards 21 issued by the Insttute of Chartered Accountants of India and the Listng Agreement of the Stock Exchanges as prescribed by the Securites and Exchange Board of India from time to time. We strongly believe the Consolidated Financial Results represent a full picture of the details of the Group. The Company has obtained an exemption from ataching the financial results of subsidiaries pursuant to Section 212(8) of the Companies Act, 1956 vide Ministry of Corporate Afairs, Government of India, Leter No.47/300/2010-CL-III dated 15th April 2010. The annual accounts of the subsidiary Companies and the related detailed information will be available at the registered office of the holding company and shall be given to the investors on request. The books of accounts shall be available and be kept for inspection during business hours by the Investors at our Registered office as well as the office of the concerned subsidiaries.

Your company has incorporated a wholly owned subsidiary M/s.Saksof HK Limited in Hong Kong on 20th April 2010 with a view of creatng an expansion in the business opportunites for the Company on Asia Pacifc markets thorough its subsidiary in Hong Kong.

DEVELOPMENT CENTRES:

Your Company has development centers in Chennai, Noida and Manchester, UK. All the development centers are well equipped with alternate sources of power to operate 24X7 and have voice lines, conference halls, recreation halls, and a cafeteria for a customer centric and employee friendly approach.

HUMAN RESOURCES MANAGEMENT:

Afer a substantal dip in hiring levels at the start of 2009, confdence seems to be returning as the professional jobs market in India has made a substantve recovery afer a major loss of confdence at the start of 2009. The Indian Information Technology (IT) sector has seen signifcant growth in terms of employment and is expected to provide quality employment to a large number of workers in the coming years.

During the year Saksof has 535 employees as at 31st March 2010. Saksof has robust human resource management process tailored to retain high caliber employees who signifcantly contribute towards companys growth strategies. There has been signifcant addition of employees with high caliber and experience at the delivery management level during the year with the recruitiment strategy being focused on bringing more business prospects for the company and stewarding towards the growth of success.

Saksofs recruitng model also atracts resources possessing strong technical and domain knowledge needed to deliver greater value to our clients. Your company values and rewards its employees in a fair manner through a robust performance management process and constantly focuses on training and career development initatves to motvate employees who in turn will benefit the organization with increased operatng efciencies and enhanced delivery capabilites. Saksof aims to build a strong commitiment among the employees through various initatves and measurement tools to capture satsfaction scores over the year.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility initatve (CSR) has always remained on the top of the agenda of non-core business actvites of the Company and which consttutes an integral part of organizatonal vision. During the year your company had taken notable CSR initatves to outreach the society thorough organizing free blood camp in Association with Jeevan Blood Bank, Chennai and diabetes camp. Signifcant voluntary contributon from the employees of their one days salary has been made towards Andhra food relief fund. Amongst the agenda on CSR actvites, your Company contributed garments to the handicapped and needy children maintained by Anbu Karangal, an NGO in Chennai. There was overwhelming and enthusiastc voluntary partcipation of our employees for all the CSR actvites of the Company which displayed their solidarity and commitiment towards the society.

QUALITY:

High degree of quality on services has always been the ideology advocated by your company tll recent times. To substantate the same, your company being a process oriented organization has evolved and maintained the quality management system known as "Optma" which defnes the process improvement initatves and actvites. The quality management system Optma has been evolved on strong foundatons of Expectatons, Communicatons, Delivery and Quality Management principles of Saksof. Optma defnes the sofware development life cycle in any project as being created to deliver, manage and exceed expectatons of the Stakeholders.

Optmas scope covers all of Saksofs development centers. The appraisal spans Companys entre service oferings, from design, development & support of sofware applicatons, to testng. Optma is built towards excellence and customer satsfacton, the CMMI appraisal confrms contnual commitiment to excellence in quality in every aspect from addressing customer needs, ensuring predictable delivery, minimizing the error-rate, and providing deffect-free sofware. Optma is supported by an internally developed project management system called ProXi. Processes under Optma span all stages of the project, from pre- sales to project closure, and covers every person in the organization who contributes to the quality of the deliverables.

CORPORATE GOVERNANCE:

Your Company strongly believes that adoptng good corporate governance practces will form a fulcrum of strong business commitiments to the stakeholders. Good corporate governance

encompasses the practces and procedures to be observed by the management with regard to laws, regulatons, procedures and disclosures that must be adhered to at all times. Your Company as a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders, customers, employees, the Government and business partners, in all the geographies wherever it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this Annual Report together with the Auditors Certfcate thereon, as required under Clause 49 of the Listng Agreement.

DEPOSITS:

The Company has not accepted any fxed deposits pursuant to Section 58A of the Companies Act, 1956 and consequently there are no amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. Suresh Subramanian and Mr. Amitava Mukherjee, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, ofer themselves for re- appointiment. The Board recommends the re- appointiment of Mr. Suresh Subramanian and Mr. Amitava Mukherjee.

During the year the Board of Directors at its Meeting held on 31st July 2009 co-opted Mr. Ajit Thomas as an Additional Director who holds office untill the commencement of the forth coming Annual General Meeting. A notice under Section 257 of the Companies Act,1956 has been received from a member, in writng, proposing his candidature for the office of Director at the ensuing Annual General Meeting.

As per disclosures made by the Directors, none of the Directors are disqualifed pursuant to Section 274(1)(g) of the Companies Act, 1956 and the disclosures have been taken on record by the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confrm as follows:

1. That in the preparation of the annual accounts, the applicable Accountng Standards had been followed along with proper explanaton relating to material departures.

2. That the directors had selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and a fair view of the state of afairs of the Company at the end of the financial year and the profits of the Company for that period;

3. That the Directors had taken proper and sufcient care for the maintenance of adequate records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

The Statutory Auditors of the Company, M/s. B S R & Co., Chartered Accountants hold office untill the conclusion of the ensuing Annual General Meeting and being eligible ofer themselves for reappointiment. A Certfcate pursuant to Section 224(1B) of the Companies Act, 1956 has been received to the effect that, if re-appointed would be with in the limits provided under that Section.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is a sofware company, located in a gold rated green building and hence the Operations of the Company are not energy intensive. The Company employs energy efcient computers and office equipments. The company strives to evolve new technologies to see to that the infrastructure is more energy efcient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs.3290 Lakhs Foreign Exchange Outgo : Rs.263 Lakhs

MATERIAL CHANGES AFTER 31ST MARCH 2010:

There have been no material changes and commitiments between 31st March 2010 and the date of this report having an adverse bearing on the financial position of the Company.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Partculars of Employees) Rules, 1975 as amended from time to time, the names and other partculars of employees are set out in Annexure I to this report. The Departiment of Company Afairs vide NOTIFICATION NO. G.S.R. 212(E), DATED 24-3-2004 has given an exempton whereby employees employed in Information Technology Sector and posted and working outside India, not being directors or their relatves, and draw a salary of more than 24 Lakhs per annum per financial year or more than 2 lakhs per month if employed during the part of the financial year need not be included in the aforesaid statement. Accordingly the statement does not contain the partculars of such employees who are posted and working outside India and draw a salary as prescribed under Section 217(2A) of the Companies Act, 1956.

EMPLOYEES STOCK OPTION SCHEME:

Your Company has foated a new Employee Stock Option Plan 2009 and in accordance with the Securites and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 with the consent of the Shareholders obtained through the postal ballot process on 7th December 2009. The total volume of optons considered under the plan amounts to 5,00,000 optons to be vested and exercised in accordance with the ESOP 2009 plan as approved by the Compensaton Committee. The Compensation Committee has granted 1,20,000 optons on 23rd December 2009 to eligible employees of Saksof and its Subsidiaries at the rate of Rs.70.65 per opton. Your company has made an application to the Stock Exchanges towards obtaining in-principle listng approval for the total quantum of optons covered under the ESOP 2009.

Under the Employee Stock Option Scheme, 2006 no optons have been further re-issued during the year. Details that are required to be provided under the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure II to this Report.

INVESTOR SERVICES:

Investor Services are pivotal to the Operations of the Company and hence your Company always lays tremendous importance to redressing investor grievances and requests. The Compliance officer directly liaise with the Investor in maters relating to Investor services. The web-site of Saksof (www.saksof.com) is designed in a manner which is investor friendly. The Company has established an investor grievances Committee to redress the grievances of the investor. The Company has designated an exclusive e-mail ID [email protected] for investor queries to enable the investors to make their complaints, grievances and other requests. Investor relatons remained cordial during the year under review and there are no investor complaints pending as on 31st March 2010.

ACKNOWLEDGEMENT:

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their support extended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departiments and Governmental Agencies for their co-operaton. The Directors wish to place their appreciation to the employees of the Company for the excellent contributons extended at all levels in achieving growth and results.

By Order of the Board of Directors For Saksoft Limited Place:Chennai Autar Krishna Dated :28 May 2010 Chairman

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