The Directors have pleasure in presenting the 12^th Annual Report together with the Financial Statement for the financial year from 1^st April, 2023 to 31^st March, 2024 along with the Report of Directors including annexures thereto and Report of Auditor's thereon.

STATEMENT OF AFFAIRS:

The Company’s financial performance for the financial year ended as on 31^st March, 2024 is summarized below:

PERFORMANCE AND OPERATIONS:

During the financial year ended as on 31^st March, 2024, the Company recorded a total revenue of Rs. 72,37,74,035.73/- (Previous financial year Rs.56,73,04,884.95/-) and recorded net profit after taxes of Rs.4,14,09,036.19 (after considering an amount of Rs.83,17,791 towards depreciation in accordance with provisions of Schedule II of the Companies Act, 2013) (Previous Year Net profit Rs 21897025.32/-).

The financial statements for the year ended 31^st March, 2024 forms part of this Directors Report of the Company. FUTURE OUTLOOK:

The demand for IT Consulting is growing steadily in global markets and the company is trying to add new businesses and technology.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS TILL THE DATE OF DIRECTORS REPORT:

There are no significant material changes and commitments affecting financial position between 31^st March, 2024 and the date of Board’s Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Your Company has not changed the nature of Business during the financial year under review.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

Your Company has gone through major events this year the details of which are mentioned below:

i. CONVERSION OF COMPANY FROM PRIVATE TO PUBLIC LIMITED

As the promoters of the Company are looking ahead with expansion of the structure of the Company and to explore more opportunities had recommended converting the liability structure of the Company from Private to Public limited. In furtherance of the same, the Board of Directors of the Company in its meeting held on 30th September, 2023 approved the conversion and received members approval on 16^th October 2023 in same regards.

Your Company has received approval from Registrar of Companies, Pune on 3^rd November 2023 in the form of Certificate of Incorporation under new name.

ii. FILING OF DRHP ON NSE EMERGE PLATFORM

Your Company has planned to come up with an Initial Public Offer and to proceed with the same the Board has approved the issue of Public Offer on 6^th December 2023 and got members approval on 7^th December 2023.

The Board has approved the filing of Draft Red Hiring Prospectus (DRHP) on 10^th of January 2024 and filed it on the same date at National Stock Exchange (NSE) Emerge Platform.

Further the Company has received the In-principle approval from National Stock Exchange (NSE) on 2^nd July 2024.

SHARE CAPITAL:

Your Company has increased its Capital Structure during the year as mentioned in the below table:

DIVIDEND:

Your Directors have not recommended any Dividend for the FY 2023-24.

TRANSFER TO RESERVES:

The profit component after tax is retained in Profit and Loss Account and carried forward to the Balance Sheet for the financial year 2023-24.

BOARD MEETINGS:

15 (Fifteen) meetings of the Board of Directors of the Company were held during the financial year 2023-24 with a gap of not more than 120 days between two consequent board meetings.

• Note: None of the Board Meetings were held on National Holidays.

COMMITTEES OF BOARD OF DIRECTORS

The following are the Committees constituted by the Company in the Board Meeting held on 6th December 2023 and formed the required policies as per the provisions and rules of the Companies Act, 2013.

Composition of Committees are as mentioned below

Audit Committee:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following are the particulars of appointments and re-appointments of the Directors and KMP(s) of your Company during the Financial Year 2023 - 2024:

Appointment and Resignation of Directors:

The following is details of appointments and resignations of Directors during the financial year :

Appointment and Resignation of KMP(s):

The following is the details of appointments and resignations of KMP(s)during the financial year:

Re-appointment:

Further, Ms. Priyanka Joshi, Directors, shall be liable to retire by rotation as per the provisions of Companies Act, 2013, and shall be being eligible for re-appointment in the forthcoming AGM.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

The Independent directors of the Company have confirmed that they meet the criteria of independence pursuant to sub section (6) of section 149 of the Companies Act, 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section134 (5) of the Companies Act, 2013, the Directors confirm that:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 fair view of the state of affairs of the company at the end of the financial year 31^st March, 2024 and of the profits of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting 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;

(iv) the directors had prepared the annual accounts for the period ended 31^st March, 2024 on a going concern basis.

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

According to the definitions, provisions and rules of the Companies Act,2013 your Company has no Subsidiaries /Associates/Joint Ventures.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company within prescribed the time after the ensuing Annual General Meeting of the Company at: https://www.satincorp.com

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

As required pursuant to the provisions of Companies Act, 2013, the relevant information pertaining to

conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:

CONSERVATION OF ENERGY:

• Steps taken on Conservation of Energy and impact thereof: Conservation of energy is an ongoing process in the Company. Every effort is made towards optimum utilization of energy. Efforts are also directed towards eliminating wastage in all areas of operations.

• Steps taken by the company for utilizing alternate sources of energy: Nil.

• Capital investment on energy conservation equipment: There are no substantial additional investments and proposals for reduction in energy consumption at present. The same will be undertaken as and when necessary by the Company.

TECHNOLOGY ABSORPTION:

i) Efforts were made towards technology absorption: Nil

ii) benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a) Details of technology imported - Nil

b) Year of import - Nil

c) Whether the technology been fully absorbed - Nil

d) If not fully absorbed, areas where absorption has not taken - Nil

e) place, and the reasons therefore - Nil

iv) Expenditure incurred on Research and Development - Nil

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review, the Company has the following Foreign Exchange Earnings & Outgo:

DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:

The observations made by the Statutory Auditors in their report for the Financial Year ended 31^st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Statutory Auditors’ Report does not contain any qualification, reservation or adverse remark during the period under review.

However, the audit report has the following highlighted points:

Observations:

1. The Company has no dues on account of dispute of Income Tax, GST, sales tax service tax, duty of custom, duty of excise or value added tax as at 31^st March 2024 except under Income Tax Act,1961 of Rs.45280.30 (INR in “000”).

2. The Company is generally depositing undisputed statutory dues except delay in TDS of Rs.32264.84 and Interest on TDS of Rs.4344.68 (INR in “000”)

Management’s reply:

1. The Board has acknowledged the observation and will take appropriate actions in near future.

2. The management assured that corrective action has been initiated.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB - SECTION (12) OF SECTION 143:

The Auditors have not reported any offence, involving fraud committed against the Company by the officers or employees of the Company under sub section (12) of section 143, to the Audit Committee or the Board.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material orders that were passed by the regulators or courts or tribunals against your Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERNECE TO THE FINANCIAL STATEMENTS:

Your Company, being a public limited company having turnover of not more than Rs. 200 Cr. or outstanding loans from Banks & Financial institutions not more than Rs. 100 crores, the provisions of section 138 regarding mandatory internal auditor appointments are not applicable to the company.

Though the company has an Audit committee, it has employed suitable monitoring systems to report about the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records etc. All the transactions are checked, passed and processed with proper authorizations

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY:

The Company has not given any loan as contemplated by section 186 of the Companies Act 2013 during the financial year.

As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. The management of risk is embedded in the corporate strategies of developing a portfolio of world-class businesses that matches organizational capability with market opportunities, focusing on building distributed leadership and succession planning processes, nurturing specialism and enhancing organizational capabilities through timely developmental inputs.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCY OF A DIRECTOR:APPOINTMENT AND QUALIFICATIONS:

Brief of Company’s policy on appointment of Directors, KMP and Senior Managerial personnel is provided hereunder:

^ The Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommends to the Board for his / her appointment.

^ The Remuneration Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

^ The criteria of Independency as laid down under Section 149 (6) of Companies Act, 2013 have to be fulfilled to appoint any person as Independent Director. More specifically he should possess appropriate skills, experience and knowledge in the fields of finance, law, management and people management which is related to the Company’s business.

TERM/TENURE:? Independent Director:

^ An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment by passing a special resolution by the Company and disclosure of such appointment in the Board's report.

^ No Independent Director shall hold office for more than 2 consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

REMUNERATION:

The Company’s Remuneration Strategy is designed to attract and retain quality talent that gives its business a competitive advantage and enables the Company to achieve its objectives. The Company’s Remuneration Strategy, whilst focusing on remuneration and related aspects of performance management, is aligned with the remuneration policy and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow. The compensation approach endeavors to align each employee with the Company’s goals. The remuneration policy as per Section 178(3) of the Companies Act,2013 is available at Company’s website www.satincorp.com

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board is led by the Chairman of the Board, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board.

The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Company’s Whistleblower Policy encourages Directors and employees to bring to the Company’s attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact the Company’s operations, business performance and / or reputation.

The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

CORPORATE SOCIAL RESPONSIBILITY:

The Company’s net worth is less than Rs. 500 Crore, the turnover is less than Rs. 1000 crores and its net profit is not more than Rs. 5 Crore. Thus, the Company does not belong to the class or classes of Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the rules made there under. Hence the Company is not required to constitute CSR Committee, frame CSR policy or spend amount on CSR as per the provisions of section 135 of Companies Act, 2013. Despite of that Company has spent Rs 5,31,000/- voluntarily towards CSR and Donation

PARTICULARS OF EMPLOYEES:

Pursuant to Rule 5 of Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, there are no employees who are in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/-or more per month or were employed for a part of the year during the financial year under review.

WEB ADDRESS:

The Company’s website is www.satincorp.com/

SECRETARIAL AUDITORS:

The Company the provisions of section 204 of Companies Act, 2013 regarding mandatory secretarial audit are not applicable to the Company.

STATUTORY AUDITORS:

The Members at the 10^th Annual General Meeting of the Company held on 30th September, 2022, had re-appointed M/s. Katariya & Munot, Chartered Accountants (FRN 128438W) as the Statutory Auditors of the Company to hold office for another Term of 5 (Five) years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 15^th Annual General Meeting of the Company to be held in 2027.

COST AUDIT AND COST AUDITORS:

The Cost audit of the Company has not been conducted for the financial year 2023 -24 as provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

RELATED PARTY TRANSACTIONS:

The contracts/arrangements with related parties as specified in sub section (1) of section 188 of the Companies Act, 2013 during the financial year 2023-24 are enclosed in Form AOC-2 as Annexure - A.

SECRETARIAL STANDARDS:

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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.

Pursuant to Harassment Act, the Company has setup Internal Complaints Committee (“ICC”) to redress complaints received regarding sexual harassment. It has set forth the guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. All women employees (permanent, temporary, contractual and trainees) are covered. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

As required under the Harassment Act, the following is a summary of sexual harassment during the financial year 2023- 24:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

During the Financial Year 2023-24 neither any application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no instance of one-time settlement with any Bank or Financial Institution during the year under review.

The Board wishes to place on record its thanks for the assistance and support extended by all Government Authorities, Banks, shareholders, consultants, customers and suppliers including all other stakeholders of the Company.

Your directors express their appreciation for the dedicated and sincere services rendered by the all the SA Tech family members.