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You can view full text of the latest Director's Report for the company.

ISIN: INE0BSN01013INDUSTRY: IT Consulting & Software

NSE   ` 45.10   Open: 47.80   Today's Range 45.10
47.80
-0.80 ( -1.77 %) Prev Close: 45.90 52 Week Range 31.80
74.05
Year End :2025-03 

Your Directors have pleasure in presenting the 13th Annual Report together with the Financial Statement
for the financial year from 1st April, 2024 to 31st March, 2025 along with the Report of Directors
including annexures thereto and Report of Auditor's thereon.

1. FINANCIAL RESULTS:

The Company’s financial performance for the financial year ended as on 31st March 2025 is summarized
below:

Amount (In “Lacs” except EPS)

Particulars

31st March, 2025

31st March, 2024

Income from Operations (Including other Income)

10035.33

7238.15

Depreciation

160.44

83.18

Finance Costs

178.19

279.74

Total Expenses

9085.49

6712.83

Provision for Tax

262.71

-

Profit after Tax

743.75

373.66

Balance carried to Balance Sheet

-

-

Earnings per share

6.33

4.08

2. STATEMENT OF COMPANY AFFAIRS & OPERATIONAL PERFORMANCE:

During the financial year ending on 31st March, 2025, the Company recorded a total revenue of Rs.
1,00,35,33,000 /- (Previous financial year Rs. 72,37,74,035.73/-) and recorded net profit after taxes of
Rs. 7,43,75,000/- (after considering an amount of Rs.1,60,44,000 towards depreciation in accordance
with provisions of Schedule II of the Companies Act, 2013) (Previous Year Net profit Rs 3,73,66,000/¬
).

The financial statements for the year ended 31st March, 2025 forms part of this Directors Report of the
Company.

3. DIVIDEND:

The Directors of your Company are of the view that as the Company is undergoing a period of growth,
and we require additional capital to further strengthen our operations and elevate the standard of
services we provide and hence, the Board of Directors has decided to forego any dividend payments for
the current financial year. Instead, they have chosen to allocate the profits towards an expansion plan
that will ensure long-term growth and success for the company.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Throughout the review period, your Company has maintained its focus on business of providing
information and communication technology solutions to its customers across various industries. The
Company's operations and practices have remained consistent without any alterations during this
period.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company experienced a strong year during FY 2024-25 in the IT staffing/Consulting industry,
achieving impressive business growth and strengthening its presence in key markets. With a clear focus
on delivering quality services, the Company successfully expanded its client base while maintaining
long-standing relationships built on trust and reliability.

Tech!

The Directors have established an efficient and forward-looking management system that has
contributed to the overall development of the Company, its employees, and other
stakeholders. With consistent efforts and strategic initiatives, the Board has been able to drive
sustainable growth and ensure the Company remains competitive

Significantly, the Company has expanded its operations in the GCC region, positioning itself
as a trusted partner in a rapidly growing market. The Board remains committed to
implementing strategies that align with the Company’s long-term vision, ensuring continued
progress and achievement of its objectives.

6. EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

Your Company has gone through major events this year the details of which are mentioned below:
1. Listing of Company on NSE Emerge platform

Our Company planned to raise funds through an Initial Public Offer (IPO) as part of its
growth strategy. The IPO was successfully completed with strong investor participation and
positive market response.

As a result, the Company was proudly listed on the NSE Emerge exchange on 2nd August
2024. This listing marks an important milestone in our journey, giving us greater visibility,
access to capital, and the ability to drive future growth while creating value for our
shareholders.

7. LISTING INFORMATION

Stock Exchange

The National Stock Exchange of India

Platform

SME Platform

Symbol

SATECH

ISIN

INE0BSN01013

8. HOLDING COMPANY

As on March 31, 2025, your Company continues to operate as a subsidiary of S A
Technologies Inc., USA, which serves as its holding company. Being part of the S A
Technologies group provides the Company with a strong strategic and financial foundation,
enabling access to global resources, advanced technological expertise, and a well-established
network of clients across various geographies.

9. DETAILS OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025

10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR

During the year under review, the Company did not have any subsidiary, joint venture, or
associate company, nor did any company become or cease to be a subsidiary, joint venture,
or associate company of the Company.

11. ACCOUNTS OF SUBSIDIARY COMPANIES Technolog

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025

12. 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 2024-25.

13. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013,
no changes have occurred between the end of the financial year, i.e., from 31st March 2025 and
till the date of this report, which has or may be affecting the financial position of the Company.

14. DETAILS OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, the Company did not have any subsidiary, joint venture, or associate
company, nor did any company become or cease to be a subsidiary, joint venture, or associate
company of the Company.

16. ACCOUNTS OF SUBSIDIARY COMPANIES

Your Company has no Subsidiaries /Associates/Joint Ventures till FY ending 31st March 2025

17. 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 2024-25.

18. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

As per the provisions of clause (l) of sub-section 3 of Section 134 of the Companies Act, 2013, no
changes have occurred between the end of the financial year, i.e., from 31st March 2025 and till the
date of this report, which has or may be affecting the financial position of the Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive and non-executive
directors, including Independent Directors. During the year under review, there has been no change
in the composition of the Board. Following are the particulars of appointments and resignations of
the Directors of your Company during the Financial Year 2024 - 2025:

Appointment and Resignation of Directors:

The following are details of appointment and resignation of Directors during the financial year:

Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.

Name

Designation

Appointment or Resignation

Date

Shyam Sharma

Director

Appointment

01/10/2024

Ritesh Sharma

Director

Resignation

30/09/2024

Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of
the Listing Regulations and that they are independent of the management.

Name of the Director

Category and Designation

Effective date of Appointment
on Board

Ms Priyanka Manojkumar Joshi
(DIN 09302795)

Director

01st November 2021

Mr. Shyam Sharma
(DIN 09434393)

Additional Director

1st October, 2024

Mr. Kaustubh Karwe
(DIN 08553122)

Independent Director

9th November 2023

Mrs. Sarika Sharma
(DIN 10245269)

Independent Director

1st October, 2023

Retirement by Rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the
Directors are liable to retire by rotation and if eligible offer themselves re-appointment. In the ensuing
Annual General Meeting, Ms. Priyanka Manojkumar Joshi (DIN: 09302795) Director of the Company
is liable to retire by rotation and being eligible offers herself for re-appointment.

Composition of Key Managerial Personnel:

In pursuance to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules
and other applicable provisions of the Companies Act, 2013, the designated Managerial Personnel and
Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 are as follows:

Name of the MP/ KMP

Designation

Effective date of
Appointment

Mr. Manoj Narottam Joshi

Chief Executive Officer

1st December 2023

Mrs. Bhavin Dinesh Goda

Chief Financial Officer

6th December 2023

Ms. Arnika Choudhary

Company Secretary & Compliance Officer

9th November 2023

20. NUMBER OF MEETINGS OF THE BOARD:

13 (Thirteen) meetings of the Board of Directors of the Company were held during the financial
year 2024-25 on following dates:

14 May 2024 | 30 May 2024 | 17 June 2024 | 05 July 2024 | 19 July 2024 | 20 July 2024 | 30 July
2024 | 31 July 2024 | 01 August 2024 | 28 September 2024 | 11 November 2024 | 21 January 2024
| 05 February 2025

The intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013 and as per Secretarial Standard-1.

The Directors Attendance in meetings of the Board were as follows:

Sr. No.

Name of Director

No. of Board meeting

Eligible to Attend

Attended

1.

Priyanka Manojkumar Joshi

13

11

2.

Shyam Behari Sharma

3

3

3.

Kaustubh Karwe

13

13

4.

Sarika Sharma

13

12

5

Ritesh Sharma

10

10

21. GENERAL MEETINGS:

During the year under review, your Company had conducted its 12th Annual General Meeting on
20th July 2024 in Virtual mode as per the guidelines issued by the Ministry of Corporate Affairs and
Securities Exchange Board of India, respectively.

22. COMMITTEES OF BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following statutory Committees constituted by the Board function
according to their respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee.

Details of the composition, role of the Committee and number of meetings held for respective
committees as on 31st March 2025 is as follows:

• AUDIT COMMITTEE:

Composition

Category

Designation

Mr. Kaustubh Karve

Non Executive Independent Director

Chairman

Ms. Sarika Sharma

Non-Executive Independent Director

Member

Mr. Shyam Sharma

Additional Director

Member

NUMBER OF MEETINGS:

Five (5) meetings of the Audit Committee were conducted during the FY 2024-25 on the
following dates:

05th July, 2024
19th July, 2024
28th September, 2024
11th November, 2024
05th February, 2025

• NOMINATION & REMUNERATION COMMITTEE:

Composition

Category

Designation

Mr. Shyam Sharma

Additional Director

Chairman

Ms. Sarika Sharma

Non-Executive Independent Director

Member

Mr. Kaustubh Karve

Non-Executive Independent Director

Member

NUMBER OF MEETINGS:

One (1) meeting of the Nomination & Remuneration Committee were conducted during the FY
2024-25 on the following dates:

28th September 2024

• STAKEHOLDER RELATIONSHIP COMMITTEE:

Composition

Category

Designation

Mr. Kaustubh Karve

Non-Executive Independent Director

Chairman

Ms. Sarika Sharma

Non-Executive Independent Director

Member

Mr. Shyam Sharma

Additional Director

Member

One (1) meeting of the Stakeholder Relationship Committee were conducted during the FY
2024-25 on the following dates:

28th September 2024

23. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

As per the provisions of Section 149 sub section 6 & 7 and other applicable provisions of Companies
Act, 2013 and the rules thereunder, your Company has duly received the declaration of Independence
from all the Independent Directors during the financial year 2024-25 and that the said declarations were
placed before the Board.

The Board further ensures that all the Independent Directors of the Company were/are eligible to be
appointed as the Independent Directors as per the criteria laid down by Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.

Based upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their
names in the data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs (IICA).

24. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of Corporate Governance Disclosure are not
applicable to the Companies listed on the SME platform. Hence your Company is not required to
disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company is not required to have the de-mat suspense account neither unclaimed suspense
account.

However, the Board of Directors and the management of the Company take all necessary steps to
ensure that a good corporate governance structure is maintained and followed by the Company. The
Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep
a check and balance on the governance of the Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation
34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed as
Annexure- IV hereto and forms part of this Report.

26. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration
and other details, required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time, alongwith the Remuneration paid to the Directors including the Managing Director
and Key Managerial Personnel of the Company are given in Clause 22 forming part of the Directors
Report.

27. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company is as follows:

The percentage increase in remuneration of each Director and Chief Financial Officer during the
Financial Year 2024-25, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2023-24 and the comparison of remuneration of each
Key Managerial Personnel (KMP) against the performance of the Company are as follows:

Name of Director / KMP

Remuneration
during F.Y. 2024-25

Remuneration during
F.Y. 2023-24

% Increase/
(decrease) in F.Y.
2023-24

Ratio of the
remuneration to
the median
remuneration of
the employees

Manoj Narottam Joshi

12,00,000

12,00,000

-

0.87 : 1

Bhavin Dinesh Goda - CFO
(KMP)

24,00,000

24,00,000

-

1.73: 1

Arnika Choudhary
Company Secretary and
Compliance Officer (KMP)

9,24,000

7,00,000

32%

0.67: 1

Total Remuneration

45,24,000

43,00,000

Median remuneration for the financial year was Rs. 1,15,417 per month/- (Rupees One Lakh Fifteen

Thousand Four Hundred Seventeen Only) as on financial year ending 31st March 2025.

I. There were 401 permanent employees on the rolls of the Company during the as on financial year
ending 31st March 2025.

II. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the
Company:

III. Change in the total remuneration of Directors and Key Managerial Personnel during the year under
report in comparison to last year is specified in the table above.

IV. The turnover of the Company has increased by 38.43%.

V. The Particulars of the employees who are covered by the Provisions contained in Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

1. Employed throughout the year -- Nil

2. Employed for part of the year -- Nil

VI. It is affirmed that remuneration paid during the financial year 2024-25 is as per the Remuneration
Policy of the Company.

28. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key
business set for the Company. As a part of Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company. The web link
for the policy is as follows:
https://www.satincorp.com/investors

29. PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposit from the public or members of the company
within the meaning of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

30. 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:

Sr. No.

Particulars

Brief Description

1

The steps taken or impact on conservation of
energy

Your Company requires energy for its operations and
the Company is making all efforts to conserve energy
by monitoring energy costs and periodically reviews of
the consumption of energy.

During the year, the Company followed the hybrid
working policy and provided the option to all the
employees to work from office or remotely based on
their preference, resulting in reduction of energy
consumption.

We also take appropriate steps to reduce the
consumption through efficiency in usage and timely
maintenance / installation / upgradation of energy
saving devices. During the period under report no new
energy consumption equipment was required to be
installed.

2

The steps taken by your Company for utilizing
alternate sources of energy

3

The capital investment on energy conservation
equipment.

TECHNOLOGY ABSORPTION:

Sr.

Particulars

Brief Description

No.

1

The efforts made towards technology
absorption

Your Company uses latest technology
and equipment's into the business and
is not engaged in any manufacturing
activities.

2

The benefits derived like product
improvement, manufacturing
activities, cost reduction, product
development or import substitution

3

In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year)

a) The details of technology imported

b) The year of import

c) Whether technology been fully
absorbed?

d) If not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof

4

The expenditure incurred on Research
and development

Your Company has not spent any
amount towards research and
developmental activities and has been
active in harnessing and tapping the
latest and the best technology in the
industry.

FOREIGN EXCHANGE EARNINGS & OUTGO:

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

(Rs in “Lacs”)

S

Particulars

As on 31st March,
2025

As on 31st March, 2024

N

o

1.

Foreign Exchange Earnings

4612.50

1031.95

1.

Foreign Exchange Outgo

-

-

31. 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, 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

32. AUDITORS

A. Statutory Auditors:

The members have appointed M/s Katariya and Munot, Chartered Accountants, (Firm Registration
No. 128438W) in their 10th Annual General Meeting held on September 30th, 2022 for a period of five
(5) consecutive years i.e. till the conclusion of the 15th Annual General Meeting of the Company to be
held in F.Y. 2026-27 and conduct audit for the F.Y. 2025-26.

B. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. Shalin J & Associates, Bhopal(Membership No 66257, CP No. 24703) in their Board Meeting
held on February 5th, 2025 to undertake the Secretarial Audit of the Company for the year under
review. The Secretarial Audit Report in form MR-3 is provided as
“Annexure-III”.

33. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY:

i. The auditor in his report:

The observations made by the Statutory Auditors in their report for the Financial Year ended 31st
March 2025 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. According to the information and explanations given to us and the records of the Company
examined by us, there are no dues on account of dispute of income-tax, goods and service tax, sales-
tax, service tax, duty of custom, duty of excise or value added tax as at March 31, 2025, except
following:

Name of Statute

Authority

Amount
INR in Lacs

Income Tax Act, 1961

Commissioner of Income Tax (Appeals)

80.

The Company is generally depositing undisputed statutory dues except delay in TDS of Rs.28.33 Lacs
(FY 2023-2024 is Rs.3,22.65 Lacs and Interest on TDS is Rs.43.45 Lacs).

2. The related party transactions referred to were carried out in the ordinary course of business and on
an arm’s length basis. However, since the aggregate value exceeded the prescribed limit, prior
shareholders’ approval was required but not obtained during the year. The Board assures that going
forward, being a listed company, all such transactions will be placed for shareholders’ approval as
mandated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Management’s reply: Technologies

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.

ii. The company secretary in practice in his Secretarial Audit Report:

The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse remark
during the period under review. (
Annexure III)

34. 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.

35. SECRETARIAL STANDARDS:

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

36. 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 31st March, 2025 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 31st March, 2025 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 31st March, 2025 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.

37. 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.

38. 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

39. COST RECORDS APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not
applicable to the business activities as carried out by the Company.

40. 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.

41. 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 2024-25 are enclosed in Form AOC-2 as
Annexure -
I
.

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

The Company has appointed an Internal Auditor in its Board Meeting to review and strengthen its
internal financial control systems. Based on the reports of the Internal Auditor, the Board is of the
opinion that the Company’s internal financial controls with reference to the financial statements are
adequate and operating effectively, and that the Company has duly complied with the provisions of
Section 138 of the Companies Act, 2013 regarding the mandatory appointment of an Internal Auditor.

43. 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 2024- 25:

S. No.

Particulars

Remarks

1.

Number of sexual harassment complaints received in a year.

-

1.

Number of complaints disposed off during the year.

-

1.

Number of cases pending for more than 90 days.

-

1.

Number of awareness programs or workshops against sexual harassment conducted during the
year.

-

1.

Nature of action taken by the employer or district officer with respect to the cases.

-

44. 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.

45. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCY OF A DIRECTOR:

The Nomination & Remuneration Policy adopted by the Board on the recommendation of NRC
enumerates the criteria for assessment and appointment / re-appointment of Directors, Senior
Management personnel on the basis of their qualifications, knowledge, skill, independence, professional
and functional expertise. The NRC Policy is are enclosed as
ANNEXURE - II.

46. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS HAS BEEN MADE

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.

47. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In the opinion of the Board, the Independent Directors appointed during the year possess the requisite
integrity, expertise, and rich experience, including proficiency, required for effectively discharging
their duties and responsibilities as Independent Directors of the Company.

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

During the Financial Year 2024-25 neither any application was made nor was any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

49. 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.

50. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT
ACT 1961

The Company has complied with the applicable provisions of the Maternity Bene t Act, 1961. All
eligible women employees have been extended the benefits as prescribed under the Act. The Company
remains committed to supporting working mothers and promoting a gender-inclusive workplace.

51. ACKNOWLEDGEMENTS:

The Board wishes to place on record its thanks for the assistance and support extended by all
Government Authorities, State Bank of India, shareholders, consultants, customers, suppliers and
consultants 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.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
S A TECH SOFTWARE INDIA LTD

Sd- Sd-

Shyam Sharma Priyanka Joshi

Director Director

DIN:09434393 DIN: 09302795

Date:

04/09/2025
Place: Pune