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Sonata Software Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 8918.91 Cr. P/BV 4.68 Book Value (Rs.) 67.93
52 Week High/Low (Rs.) 422/207 FV/ML 1/1 P/E(X) 19.21
Bookclosure 14/08/2026 EPS (Rs.) 16.56 Div Yield (%) 2.48
Year End :2026-03 

ii) Details of rights, preferences and restrictions attached to each class of shares

The Company has equity shares having a par value of ' 1/-. Each shareholder, other than shares held by ESOP Trust, is entitled to one vote per share. The shareholders have the right to receive interim dividends declared by the Board of directors and final dividends proposed by the Board and approved by the shareholders.

In the event of liquidation by the Company, the holders of the equity shares will be entitled to receive in proportion to the number of equity shares held by them, the remaining assets of the Company.

The shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act, 2013, read together with the Memorandum of Association and Articles of Association of the Company, as applicable.

vi) Equity shares movement during the 5 years preceding March 31, 2026

Equity shares issued as bonus: The Company allotted 138,769,238 equity shares as fully paid up bonus shares in the ratio of 1:1, by capitalisation of securities premium amounting to ' 1,387 lakhs for the quarter ended December 31, 2023 (Financial year 2023 - 24), pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot.

(Equity shares issued as bonus: The Company allotted 34,642,061 equity shares as fully paid up bonus shares in the ratio of 1:3, by capitalisation of securities premium amounting to ' 346 lakhs for the quarter ended September 30, 2022 (Financial year 2022 - 23), pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot.)

The Company has not issued any shares for consideration other than cash or bought back during the period of five years immediately preceding the reporting date. Further, there are no bonus shares issued during the period of 5 years immediately preceding the reporting date, except as disclosed above. There are no shares reserved for issue under contracts or commitment for sale of shares or disinvestment.

vii) Distributions of dividend

During the year ended March 31, 2026, the Company has incurred a net cash outflow ' 12,227 lakhs towards final dividend for the year ended March 31, 2025 and ' 10,375 lakhs towards interim dividend for the year ended March 31, 2026. (During the year ended March 31, 2025, the Company has incurred a net cash outflow ' 12,227 lakhs towards final dividend for the year March 31, 2024.)

The applicable Indian corporate statutory tax rate for the year ended March 31, 2026 and March 31, 2025 is 25.17% and 25.17% respectively.

On September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section 115BAA in the Income Tax Act, 1961, which provides domestic companies an option to pay Corporate Tax at reduced rate effective April 01, 2019, subject to certain conditions. The Company had opted to pay tax at the reduced rate.

Dividend income from certain category of investments is exempt from tax. The difference between the reported income tax expense and income tax computed at statutory tax rate is primarily attributable to income exempt from tax.

The Company is also subject to tax on income attributable to its permanent establishments in foreign jurisdictions due to operation of its foreign branches.

The Pillar Two legislations are neither enacted nor substantively enacted by Government of India, where the Parent Company is incorporated. Pillar Two legislation has been enacted, or substantively enacted, in certain other jurisdictions where the Company operates. However, the Company does not expect any material financial impact for the year ended March 31, 2026. The Company is continuing to assess the impact, if any, of Pillar Two income taxes legislation on future financial performance.

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the

scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 2026, other than those meeting the exclusion criteria mentioned above, is ' 9,126 lakhs (As at March 31, 2025 is ' 5,188 Lakhs). The Company expects to recognize ' 5,725 Lakhs as revenue within the next one year (As at March 31, 2025 is ' 3,176 Lakhs). This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.

25. Contingent Liabilities

' in Lakhs

Particulars

As at

March 31, 2026

As at

March 31, 2025

a) Guarantees

The Company has given corporate guarantees to certain suppliers of Sonata Information Technology Limited (SITL), its wholly owned subsidiary.

Maximum guaranteed obligations under the two guarantee agreements shall not exceed ' 37,925 Lakhs (USD 40,000,000) and ' 500 Lakhs respectively.

38,425

34,685

The Company has given corporate guarantees to banks, towards the borrowings undertaken by Sonata Software North America Inc. (SSNA), its wholly owned subsidiary.

Maximum guaranteed obligations under the two guarantee agreements shall not exceed ' 40,295 Lakhs (USD 42,500,000) and ' 33,184 Lakhs (USD 35,000,000) respectively

73,479

b) Claims against the Company not acknowledged as debt i) Disputed demand of Service tax

The demand for payment of service tax for the period from FY 2006-07 to FY 2012-13 on services received and consumed by UK branch of the Company and a subsidiary Company at USA, treating it as import of service, wrong availment of CENVAT credit and usage of software services provided to subsidiary. The Company had filed appeal before the Commissioner of Appeals and is confident of getting favourable outcome based on legal precedents which support its stand.

1,028

1,028

ii) Others

2,341

2,341

iii) Disputed demands of Income-tax

6,845

6,845

Details of disputed demands of Income-tax primarily relate to:Disallowance of claims made under Section 10A of the Income-tax Act, 1961

The Company does its business of software exports through multiple operating units or undertakings registered under the Software Technology Park Scheme of India. In computing taxable profit from the export of software, the Company claims exemptions provided to registered software technology parks, undertakings and units as provided under Section 10A of the Income-tax Act, 1961 ("Act").

For the financial years 2005-06 and 2006-07'4,570 lakhs (As at March 31, 2025 - ' 4,570 lakhs), the Company has received favourable order from Income-tax Appellate Tribunal (ITAT) and the Department has preferred an appeal before the Honourable High Court of Bombay.

For financial year 2010-11'2,275 lakhs (As at March 31, 2025 ' 2,275 lakhs for financials years 2010-11 and 2019-20), assessing officer has re-opened the Assessment under Section 148 of the Act and disallowed 10A benefit. The Company has preferred an appeal before Commissioner of Income-tax (Appeals).

c) In addition, the Company in the ordinary course of business receives various claims from its customers and other business partners.

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. Future cash flow in respect of the above, if any, is determinable only on receipt of judgement/ decisions pending with relevant authorities. Based on review of such matters and the information available at this time, the Company does not anticipate that any of these including the tax litigations, will result in a settlement that will have a material adverse impact on its financial statements. The Company has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable in the standalone financial statements.

26. Commitments

' in Lakhs

Particulars

As at

As at

March 31, 2026

March 31, 2025

Estimated amount of contracts remaining to be executed on capital account and

400

121

not provided for.

27. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2026 has been made in the financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier under the said Act. This information as required under Micro, small and medium enterprises development Act, 2006 [MSMED] has been determined to the extent such parties have been identified on the basis of information available with the Company are as below:

The Management assessed that fair value of bank balances and short-term deposits, trade receivables, trade payables, inter corporate loans, borrowings, lease liabilities and other financials assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. The fair value of the quoted mutual funds are based on price quotations at reporting date. The fair value of other financial liabilities and other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the equity instruments is also sensitive to a reasonably possible change in the growth rates.

2. The fair values of the unquoted equity and preference shares have been estimated using a discounted cash flow model. The valuation requires Management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility, the probabilities of the various estimates whose range can be reasonably assessed and are used in Management's estimate of fair value for these unquoted equity investments.

3. The Company enters into derivative financial instruments with banks. Foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing model, using present value calculations. The models incorporate various inputs including the credit quality of banks, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves etc. As at March 31, 2026, the marked-to-market value of derivative asset positions is net of a credit valuation adjustment attributable to derivative bank default risk. The changes in bank credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationship and other financial instruments recognised at fair value.

29. Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at March 31, 2026 and March 31, 2025.

The Company is exposed to foreign currency fluctuations on foreign currency assets/ liabilities and forecasted cash flows denominated in foreign currency. The Company uses derivatives to hedge foreign currency assets/ liabilities and foreign currency forecasted cash flows. The counter party in these derivative instruments is a bank and the Company considers the risks of non-performance by the counterparty as non-material.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, foreign currency risk and interest rate risk. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and Company's activities.

The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivative for speculative purposes may be undertaken.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including financial assets and outstanding accounts receivable. The maximum exposure to credit risk at the reporting date is primarily from equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent

losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

Management considers that the demographics of the Company's customer base, including the default risk of the industry in which customers operate, has less of an influence on credit risk. Exposures to customers outstanding at the end of each reporting year are reviewed by the Company to determine incurred and expected credit losses. Historical trend of impairment of trade receivables do not reflect any significant credit losses. Basis this assessment, the allowance for doubtful trade receivables as at March 31, 2026 is considered adequate.

The following table gives details in respect of revenues generated from customers having more than 10% of total revenue:

Expected credit loss

The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At regular intervals, the historically observed default rates are updated and changes in forward-looking estimates are analysed.

The Company made necessary applications during the year ended March 31, 2026 and March 31, 2025 to regularize through its Authorized Dealer Banks for receivables on export services which are outstanding for a period exceeding the time limits for receipt of foreign currency receivables under Foreign Exchange Management Act, 1999. The Company does not anticipate that the outcome of this matter will have a material adverse impact on its financial statements.

Investments and bank balances

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from nonperformance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors.

ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company generates sufficient cash flow for operations, which together with the available cash and cash equivalents and short term investments provide liquidity in the short-term and long-term. In addition, the Company has concluded arrangements with well reputed banks and also plans to negotiate additional facilities for funding as and when required. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities.

The Company has availed working capital demand loan / overdraft facility from various banks for working capital purposes and secured against Inventories, and receivables of the Company under the loan arrangement which carries interest rate between 6.95% to 12.71% (March 31, 2025: 6.93% to 10.69%). Company has availed working capital loans of ' 8,030 lakhs (March 31, 2025: ' 3,694 lakhs) and the same have been repaid during the year. The outstanding balance as on March 31, 2026 is Nil and March 31, 2025 is Nil Lakhs.

The Company's corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management.

Foreign currency exchange rate risk

The Company's exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in U.S. Dollar, British pound sterling and Euro). A significant portion of the Company's revenues are in these foreign currencies, while a significant portion of its costs are in Indian rupees. As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company's revenues measured in rupees may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. The Company reviews on a periodic basis to formulate the strategy for foreign currency risk management.

Consequently, the Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of its forecasted cash flows and trade receivables.

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's investments. The Company's investments are primarily short-term, which do not expose it to significant interest rate risk.

31. Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company's objective when managing capital is to maintain an optimal structure so as to maximize shareholder value.

The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has generally been a net cash Company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds.

32. Employee benefit plans

On November 21, 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational safety, Health and Working Conditions Code, 2020, (Labour Codes') which consolidate 29 existing labour laws into a unified framework governing employee benefits during employment and post-employment.

Based on the requirements of New Labour Codes and relevant Accounting Standards, the Company has estimated the liability for employee benefits, which has resulted in an incremental expense, on account of recognition of past service costs. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality, regulatory-driven, non-recurring nature of this impact, the Company has presented the same as an 'Exceptional Item' in the standalone statement of profit and loss for the year ended March 31, 2026 consisting of gratuity of ' 1,988 lakhs and compensated absences of ' 632 lakhs.

The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

i) Defined contribution plans

In accordance with the law, all employees of the Company are entitled to receive benefits under the provident and pension fund. The Company has no obligation other than the contribution to the provident and pension fund.

a) Provident fund

Employees receive benefits from government administered provident fund. The employer and employees each make periodic contributions to the government administered provident fund.

A portion of the contribution is made to the government administered provident fund while the remainder of the contribution is made to the pension fund.

Provident fund contributions amounting to ' 1,380 lakhs (for the year ended March 31, 2025 ' 1,367 lakhs) has been charged to the standalone statement of profit and loss (as part of contribution to provident fund and other funds in Note 20 Employee benefits expense).

ii) Defined benefit plans - Gratuity

The Company has a defined benefit gratuity plan in India (funded). The Company's defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

Gratuity is a defined benefit plan and Group is exposed to the following Risks:

Interest rate risk: A fall in the discount rate which is linked to the government securities rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset liability matching risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very low as insurance Companies have to follow stringent regulatory guidelines.

The Company expects to contribute ' 4,907 lakhs to its defined benefit plans during the next fiscal year.

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are well diversified.

The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance liabilities of the plan. The fund's investments are managed by Insurance Company as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations.

33. Share-based payments

a) Employee share option plan of the Company

i) Details of the employee share option plan of the Company

The Company has a stock option plan for employees of the Company and its subsidiaries, authorized by the nomination and remuneration committee. In accordance with the terms of the plan, as approved by shareholders at its annual general meeting dated August 19, 2014. Eligible employees are granted to get stock option with graded vesting period of four years. The quantum of stock option is decided by the Nomination and Remuneration Committee. The shares are transferred to employees from the Sonata Software Limited Employee Welfare Trust based on approval.

Each vested stock option shall convert into one equity share of the Company upon exercise. The exercise price of the stock option shall be the closing market price of the share on National Stock Exchange of India Limited on the trading day immediately preceding the date of the grant . The stock options carry neither rights to dividends nor voting rights unless the transfer of shares from the Sonata Software Limited Employee Welfare Trust to the employee is duly registered by the Company . Options may be exercised at any time from the date of vesting to the date of their expiry.

Options are priced using Black - Scholes pricing model.

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior.

The share options outstanding at the end of the year had a weighted average exercise price of ' 326.25 (as at March 31, 2025'320.85)

During the year, the amount recognised as net expense for employee stock options is ' 183 Lakhs (for the year ended March 31, 2025 is ' 285 Lakhs).

34. Segment reporting

The Company publishes this standalone financial statements along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.

35. Consolidation of Employee Welfare Trust

Ind AS 110 - Consolidated financial statements defines control and establishes control as the main basis for consolidating the entities. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee, in view of which the Company has consolidated Sonata Employee Welfare Ttrust accounts in its standalone financial statements.

During the year ended March 31, 2026, no advance has been given to Sonata Software Employees Welfare Trust. The assets and liabilities of the aforesaid trust have been accounted for as the assets and liabilities of the Company on the basis that such trust is merely acting as the agent of the Company. Cash and cash equivalents and bank balances of ' 311 lakhs, investments ' 3,220 lakhs and other liabilities ' 194 lakhs, equity ' 3,337 lakhs. (During the year ended March 31, 2025, no advance has been given to Sonata Software Employees Welfare Trust. The assets and liabilities of the aforesaid trust have been accounted for as the assets and liabilities of the Company on the basis that such trust is merely acting as the agent of the Company. Cash and cash equivalents and bank balances of ' 3,231 lakhs, investments ' 21 lakhs, other assets ' 5 lakhs and other liabilities ' 54 lakhs, equity ' 3,203 lakhs)

36. Corporate social responsibility

As per Section 135 of Companies Act, 2013 a Company meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the Company as per the Companies Act, 2013. The CSR initiatives are focused towards the areas of education, healthcare, livelihood support, conserving art and economic empowerment of Artisans through technological support.

(i) Gross amount required to be spent by the Company and approved by Board of Directors during the year is ' 201 lakhs (Previous year is ' 282 lakhs).

(ii) Amount spent during the year is ' 208 lakhs (Previous year is ' 282 lakhs).

38. There is no amount due and outstanding as at balance sheet date to be credited to the Investor Education and Protection Fund.

39. Distributions made and proposed (Refer note 10 & 11):

The Board of Directors at its meeting held on May 07, 2026 have recommended a final dividend of 415%

(? 4.15 per equity share of par value ' 1 each), which is subject to approval of shareholders.

The Board of Directors at their meeting held on July 30, 2025 had declared and paid an interim dividend of 125% C 1.25 per equity share of par value of ' 1 each).

The Board of Directors at their meeting held on November 13, 2025 had declared and paid an interim dividend of 125% (? 1.25 per equity share of par value of ' 1 each).

The Board of Directors at their meeting held on February 06, 2026 had declared and paid an interim dividend of 125% C 1.25 per equity share of par value of ' 1 each).

The Board of Directors at its meeting held on May 07, 2025 had recommended a final dividend of 440%

C 4.40 per equity share of par value ' 1 each), which was approved by the shareholders.

Terms and conditions of transactions with related parties:

A. The sales to, purchases, commission income and rent income from related parties are made on terms equivalent to those that prevail in arm's length transactions.

B. Inter corporate loans availed from subsidiaries are unsecured, for meeting working capital requirements. These are repayable on demand, and the interest rate ranges between 8.3% - 9.9%. The loan has been partially repaid during the year even though the repayment has not been demanded.

C. Inter corporate loans represent unsecured amounts lent to the subsidiaries for meeting working capital requirements and recoverable on demand. Interest rate ranges between 8.3% - 9.9%.

D. Inter-corporate loans (USD 10 Million) represent amounts lent to wholly owned subsidiary i.,e Sonata Software North America Inc. (SSNA) during the year, to meet their working capital requirements.

The loan is repayable at the end of 5 years. The loans carry an interest rate of 6-month SOFR plus 2.5% per annum. Interest is payable annually. The loan is outstanding as at the balance sheet date. The movement between transaction and closing balance represents the impact of unrealized foreign currency translation gain.

E. Corporate guarantee has been issued to suppliers of Sonata Information Technology Limited (SITL) to comply with the contractual obligations in the ordinary course of business. Commission on corporate guarantee is charged at 1%. The guarantee would come into effect only upon failure of SITL to pay the amounts outstanding to such suppliers.

Also, Corporate guarantee has been issued to banks, towards the borrowings undertaken by SSNA. Commission on corporate guarantee is charged at 1%. The guarantee would come into effect only upon failure of SSNA to pay the borrowings undertaken from banks. The movement between transaction and closing balance represents the impact of unrealized foreign currency translation gain.

F. Outstanding balance at year end are unsecured and settlement occurs in cash / offsetting arrangements.

42. The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. The quarterly statements filed by the Company during the year with such banks are in agreement with the books of account of the Company.

The quarterly statements filed by the Company in the previous year with such banks are in agreement with the books of account of the Company except:

- for the quarter ended December, 2024, variance of Rs. 515 Lakhs in book debts.

The variances are primarily attributable to re-classifications. The Company has subsequently filed rectified statements.

44. Additional disclosures required by Schedule III (amendments dated 24 March 2021) to the Companies Act, 2013:

(i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(ii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

(iii) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(iv) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities

identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(v) No funds have been received by the Company from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vi) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(vii) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

(viii) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

(ix) The Company has not entered into any transactions with struck off Companies under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956 for the year ended 31 March 2026.

(x) The Company has not revalued any of its property, plant and equipment (including right-of-use assets) during the year.

45.Subsequent events

Upon expiration of the term of Mr. Samir Dhir (DIN: 03021413), on May 08, 2026, he will cease to vacate office as Managing Director & Chief Executive Officer of the Company. Mr. Samir Dhir has also resigned from the position of Executive Director with effect from close of business hours on May 08, 2026 (the date of expiry of his term as Managing Director & Chief Executive Officer). The Board took note of the above at its meeting held on April 25, 2026 and appointed Mr. Rajsekhar Datta Roy as the Chief Executive Officer of the Company with effect from May 09, 2026.


 
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