Dear Shareholders,

The Directors are pleased to present the 21^st Annual Report along with the audited financial statements, for the financial year ended 31^st March, 2018. The Consolidated performance of the company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY

The Company's operating performance during the financial year ended 31^st March, 2018 is summarized below:

(Rs. in Lakhs)

REVIEW OF OPERATIONS

For the Financial year ended 31^st March, 2018 as follows:-

Standalone and Consolidated Financial Performance

- Standalone & Consolidated Total Revenue for the current year was Rs. 18,394.42 Lakhs.

- Standalone & Consolidated Profit before Exceptional and Extraordinary Items and Tax was Rs. 847.98 Lakhs.

- Standalone & Consolidated Net Profit / (Loss) were Rs. 900.69 Lakhs.

- Standalone & Consolidated basic and diluted Earnings per Share (EPS) were Rs. 6.85 for the year.

The Company's current year financial summary and highlight along with future outlook are mentioned in the Management.

Discussion and Analysis Report annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act, 2013, No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SUBSIDIARY

As on 31^st March 2018, the company has 3 Subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared which forms part of this Annual Report. Further, a statement containing salient features of financial statements of subsidiary along with the extent of holding therein are provided in the Form AOC 1 attached to the Accounts which covers the performance and financial position of the subsidiaries. (Annexure - II)

The financial position of the said Companies is also given in the Notes to Consolidated financial statements.

The Highlights of the performance of subsidiaries are as follows: (Rs. in Lakhs)

In accordance to the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on our website. These documents will also be available for inspection at the registered office of the Company during working hours. The Company will also make available a copy thereof to any member of the Company who may be interested in obtaining the same.

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

**Further one of our subsidiary MAHASENA INFO TECHNOLOGIES INDIA PRIVATE LIMITED has been struck off from the register of companies and the said Company is dissolved with effect from 27.08.2018.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors.

DIVIDEND

The Company's objective is to achieve the status which can facilitate a steady and consistent distribution of profits by way of Dividend to its shareholders. Depending on funding requirements, future funding needs as per the Company's growth plans your Directors have not recommended payment of Dividend for the Financial Year 2017-18.

TRANSFER TO RESERVE

The Company has proposed to transfer a sum of Rs. 900.69 Lakhs to General Reserve out of the profits earned by the Company at the standalone level for the financial year ended 31^st March, 2018.

AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company stands at Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the Year, there has been no change in the Authorized Share Capital of the Company.

PAID UP SHARE CAPITAL

The Paid Up share Capital of the Company stands at Rs. 13,14,52,050/- (Rupees Thirteen Crores Fourteen Lakhs Fifty Two Thousand and Fifty Only) divided into 1,31,45,205 (One Crore Thirty One Lakhs Forty Five Thousand Two Hundred and Five Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the Year, the Company has issued 19,00,000 equity shares of Rs. 10/- each at premium of Rs. 46.07/- to Non Promoter on a preferential basis.

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.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of Section 164 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company,

Ms. N Nalini, (DIN: 07244427) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Anil Valluri (DIN: 02299684) was appointed as an Additional Director who shall hold office till the date of this Annual General Meeting. A member proposed his candidature for appointment at the ensuing Annual General Meeting. In terms of the Companies Act, 2013, Mr. Anil Valluri is proposed to be appointed as Independent Director for a term of 5 years, not liable for retirement by rotation.

Mr. Bhaskar Pramanik (DIN: 00316650) was appointed as an Additional Director who shall hold office till the date of this Annual General Meeting. A member proposed his candidature for appointment at the ensuing Annual General Meeting. In terms of the Companies Act, 2013, Mr. Bhaskar Pramanik is proposed to be appointed as Independent Director for a term of 5 years, not liable for retirement by rotation.

Ms. Aditi Jha was appointed as Company Secretary & Compliance officer of the Company in lieu of resignation of Ms. Kishwar Fatima in the Board Meeting duly held on 1^st February, 2018.

Ms. Munmun Baid was appointed as Company Secretary & Compliance officer of the Company w.e.f. I^st October, 2018.

Cessation:

Mr. Dr. J V Rao & Mr. CH Anand, Independent Directors of the Company has resigned from the Board of Directors of the Company with effect from 1^st December, 2017.

Mr. N. Srinivas, Vice-Chairman & Executive Director of the Company has resigned from the Board of Directors of the Company with effect from 1^st December, 2017.

Ms. Kishwar Fatima, Company Secretary & Compliance Officer of the Company has submitted her resignation on 23^rd January, 2018 stating her inability to continue as Company Secretary & Compliance Officer of the Company due to personal commitments.

Ms. Aditi Jha, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 31^st August, 2018 due to personal commitments.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines or code of conduct on Board, Independent Director, Key Managerial Personnel or senior managerial personnel. The Governance Guidelines or code of conduct cover aspects related to role of the Board diversity, definition of independence and duties of independent Directors, Code of Conduct, Moral, ethics and principles to be followed.

COMMITTEES OF THE BOARD

Currently the Board has Three Committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. The Stakeholders Relationship Committee

Audit Committee

The Audit Committee consists of Mr. Bhaskar Pramanik, Chairman, Mr. Sridhar Nadupalli, Member Mr. Anil Valluri, Member and Mr. Pudhota Partha Saradhi, Member. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of Mr. Anil Valluri, Chairman, Mr. Bhaskar Pramanik, Member, Mr. Pudhota Partha Saradhi, Member and Ms. Nalini Nadupalli, Member.

Stakeholders Relationship Committee

Stakeholders Relationship Committee consists of Mr. Pudhota Partha Saradhi, Chairman, Mr. Sridhar Nadupalli, Member and Mr. Bhaskar Pramanik, Member. The Scope of the committee shall include considering and resolving the grievances of the security holders of the company which may arise due to any of the reasons cited in the Stakeholders Relationship Committee of the company.

NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Section 134(3), Section 178(3) & (4) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings, governance and contribution to strategy, interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking in to account the views of executive directors and non-executive directors.

The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

All the Independent Directors of the Company have given declaration stating that they meet the criteria of independence as provided under Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report and give detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments. (Annexure IV)

CORPORATE GOVERNANCE

The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

A separate report on Corporate Governance is being presented as part of the Annual Report. (Annexure I)

A declaration of Code of Conduct from Mr. N. Sridhar, Chairman and Managing Director forms part of the Corporate Governance Report. (Annexure V)

Ravi Rajan & Co., Chartered Accountants in practice has certified that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchange. (Annexure VI)

TRANSACTIONS WITH RELATED PARTIES

The requisite details as required by Section 134 & 188 of the Companies Act, 2013 and Regulation 23 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Your Directors draw attention of the members to Notes 28(4) to the financial statement which sets out related party disclosures.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(i) that in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed and that there are no material departures;

(ii) that 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 31^st March, 2018 and Statement of Profit and Loss of the Company for that period;

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

(iv) that the directors have prepared the annual accounts for the financial year ended 31^st March, 2018, on a going concern basis;

(v) that 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;

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

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on CSR.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Also, During the Financial year ended 31^st March, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

The requisite details as required by Section 177 of the Companies Act, 2013 and Regulation 22 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company's operations in future during the year under review

AUDITORS

(1) Statutory Auditors:

At the Annual General Meeting (AGM) held on 28^th November, 2017, M/s. Ravi Rajan & Co., Chartered Accountants (ICAI Firm Registration Number 009073N), were appointed as Statutory Auditors of the Company to hold office for a period of five years and there appointment will be subject to the ratification of members at every Annual General Meeting. However, pursuant to the Companies (Amendment) Act, 2018, the ratification of the auditors at every annual general meeting of the company has been dispensed with.

Auditors' Report

The Auditors' Report does not contain any reservation, qualification or adverse remarks.

M/s. Ravi Rajan & Co., Statutory Auditors of the Company has submitted Auditors' Report on the Standalone and Consolidated Financial Statements for the year ended on 31^st March, 2018.

(2) 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 Board of Directors of the Company had appointed Ms. Charu Golash (FCS) to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report in the Form MR-3 is annexed as Annexure VII.

The Secretarial Audit Report for the financial year ended 31.03.2018 contains the following qualification:

The Company did not have Chief Financial Officer as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.

Management explanation to the above Auditors qualification:

The Company is in the verge of final selection of CFO and will be taking charge of the responsibility on or before 1st December, 2018 as stipulated under the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of energy

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possibility of saving of energy.

B. Technology absorption

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed and adopted.

Research and Development (R & D):

1. Specific areas in which R & D carried out by the Company:

The Company continues to focus and invest in R & D activities for developing and improving the quality and enhancing the benefits of its software products. The Company is a product oriented Company and the continuous development of new products and the existing products is an ongoing exercise.

2. Benefits derived as a result of the R & D:

Research and development of new products & processes will continue to be of importance to your Company. Products although have a longer gestation, are of higher benefit to the Company and its profitability in the long run.

3. Future plan of Action:

The Company continues to strive for development and innovation of new products and improving the existing ones in order to meet the changing requirements and to cater to customer needs.

C. Foreign exchange earnings and outgo

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

(Rs. in Lakhs)

PARTICULARS OF REMUNERATION

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. (Annexure-VIII)

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs. 102 Lakhs or more per annum or Rs. 8.5 Lakhs or more per month or where employed for a part of the year.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not applicable to your Company.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return prepared in Form MGT-9 as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure III to this Report.

CEO/CFO CERTIFICATION

Mr. N Sridhar, Chairman and Managing Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT POLICY

All assets of the Company and other potential risks have been adequately insured.

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

EMPLOYEE RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full co-operation from the employees.

DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel. The said policy is available on the website of the Company www.sankhya.net

APPRECIATION

The Board of Directors places on record its gratitude to Financial Institutions, Banks, various State and Central Government Agencies and governments of various countries where we have our operations. The Board also acknowledges the support of the shareholders of the Company. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors of

Sankhya Infotech Limited

Sd/-

N. Sridhar

Date: 29^th October, 2018 Chairman & Managing Director

Place: Hyderabad DIN: 00089548