Directors Report of Sagility Ltd.

Mar 31, 2026

The Board’s Report of Sagility Limited (formerly Sagility India
Limited, earlier Sagility India Private Limited) (''the Company’)
is hereby presented on the business and operations of the
Company together with the Audited Financial Statements for
the year ended 31^st March 2026 (''year under review’ or ''period
under review’ or ''FY 2026’).

In compliance with the applicable provisions of the Companies
Act, 2013 (“Act”) and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), this report
covers the financial results and other developments during the

financial year from 1^st April 2025 to 31^st March 2026, in respect
of Sagility Limited and its subsidiaries. The consolidated entity
has been referred to as “Sagility Group” or “Group” in this
report.

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF
THE COMPANY

Key highlights of the financial performance of the Company
for the financial year ended 31^st March 2026, along with the
corresponding numbers of the previous financial year ended
31^st March 2025, is given below:

Particulars	As on 31st March 2026		As on 31st March 2025
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	19,708.94	71,928.51	17,166.85	55,699.18
Total Expenses	13,922.43	54,325.76	12,047.87	42,720.36
Other Income	712.62	979.79	505.03	563.08
Earnings before interest expense, taxes, depreciation, and amortisation	6,499.13	18,582.54	5,624.01	13,541.9
Finance cost, depreciation & amortization expenses	1,591.14	5,865.32	1,924.51	5,939.59
Profit before exceptional items	4,907.99	12,717.22	3,699.50	7,602.31
Exceptional item	328.23	328.23	-	-
Profit before tax	4,579.76	12,388.99	3,699.50	7,602.31
Less: Taxes (Current tax and Deferred tax)	1,071.84	3,141.31	984.68	2,211.08
Net Profit	3,507.92	9,247.68	2,714.82	5,391.23
Earnings per share	0.75	1.98	0.59	1.17

BUSINESS OVERVIEW/ STATE OF AFFAIRS

The Company is one of the largest tech-enabled U.S. focused healthcare services firms (by revenue) with a revenue from operations
of approximately '' 71.93 Billion in the FY 2026 and growing at a year-on-year growth rate of approximately 29.14% with services
spanning across healthcare payer and provider markets.

For U.S. healthcare payers, the Company provides a comprehensive set of services across the payer value chain such as claims
management, payment integrity, clinical management, provider network operations (provider engagement), and front-office services,
among others, thus, helping optimize operational spending and improve care quality for health plans. As an end-to-end Revenue Cycle
Management (RCM) provider, the Company integrates patient access, Accounts Receivable (A/R) management, and clinical services
with licensed professionals to streamline administrative processes and ensure efficient billing and revenue cycle management.

The Company delivers these services leveraging our tools and platforms, as needed, through our capable talent pool from our 31
global service delivery locations across India, the Philippines, the U.S., Jamaica and Colombia.

All of the Company’s clients are located in the U.S. As of 31^st March 2026, our five largest client groups (i.e., client entities together
with their affiliates) had an average tenure of 18 years with the Business. As of March 2026, the Company served seven of the top 10
healthcare payers by enrolment in the U.S.

Revenue from operations increased by 29.14% to '' 71,928.51 Million for the FY 2026 from '' 55,699.18 Million for the FY 2025.
Revenue from operations from our five largest clients increased by 16.68% to '' 50,606.42 Million for the FY 2026 from '' 43,370.27
Million for the FY 2025. Further, the Company also added 17 new clients (on a gross basis) in the Financial Year 2026, which also
contributed to the increase in our revenue from operations. Revenue from operations generated from our Payer clients increased to
'' 64,489.50 Million from '' 49,774.95 Million. Revenue from operations generated from our Provider clients increased to '' 7,439.01
Million from '' 5,924.23 Million.

Set forth below is a breakdown of our revenue from operations based on our client categories for the FY 2026 and 2025

Particulars	As on 31st March 2026		As on 31st March 2025
	('' in Million)	Percentage of Revenue from Operation	('' in Million)	Percentage of Revenue from Operation
Revenue from Payers	64,489.50	89.66%	49,774.95	89.36%
Revenue from Providers	7,439.01	10.34%	5,924.23	10.64%
Revenue from Operations	71,928.51	100.00%	55,699.18	100.00%

The following table sets forth our revenues from operations from our three largest, five largest and ten largest client groups, in absolute
terms and as a percentage of our total revenue from operations,

Particulars	As on 31st March 2026		As on 31st March 2025
	('' in Million)	Percentage of Revenue from Operation	('' in Million)	Percentage of Revenue from Operation
Revenues from three largest client groups	43,076.76	59.89 %	36,847.71	66.16%
Revenues from five largest client groups	50,606.42	70.36%	43,370.27	77.87%
Revenues from ten largest client groups	60,364.95	83.92%	50,423.31	90.53%

Total expenses increased by 27.17% to '' 54,325.76 Million for the FY 2026 from '' 42,720.36 Million for the FY 2025 due to increases
in employee benefits expenses and other expenses. The increases in employee benefit expenses were primarily on account of an
increase in our employee headcount related to the growth in our business, and the impact of full year of BroadPath acquisition in
January 2025. The Company also engaged a number of employees to assist with sales and marketing, content generation, graphics
and proposal writing, and appointed additional Senior Managerial Personnel.

On a Consolidated basis, the Profit before tax for FY 2026 increased by 62.96% to '' 12,388.99 Million from '' 7,602.31 Million in the
previous financial year. The Profit after tax for the FY 2026 increased by 71.53% to '' 9,247.68 Million from '' 5,391.23 Million in the
previous financial year.

On a standalone basis, the Profit before tax for FY 2026 increased by 23.79% to '' 4,579.76 Million from '' 3,699.50 Million in the
previous financial year. The Profit after tax for the FY 2026 increased by 29.21% to '' 3,507.92 Million from '' 2,714.82 Million in the
previous financial year.

The Members may refer to the separate section on Management Discussion and Analysis, which is a part of this report, for a detailed
understanding of the operating results and business performance.

During the period under review, the name of the Company was changed from ‘Sagility India Limited’ to ‘Sagility Limited’ with effect
from 18^th August 2025.

CAPITAL STRUCTURE

As on 31^st March 2026, the authorised share capital of the Company was '' 100,000,000,000/- (Rupees Ten Thousand Crore only)
divided into 10,000,000,000 (One Thousand Crore) equity shares of '' 10/- (Rupees Ten only).

The capital structure of the Company as on 31^st March 2026 stands as below:

Particulars	Amount (in '')
Authorized Equity Share Capital (Equity Shares of '' 10 each)	100,000,000,000
Paid-up Equity Share Capital (Equity Shares of '' 10 each)	46,813,284,130

Minimum Public Shareholding:

During the year, Sagility B.V., the promoter of the Company, sold 70,30,00,000 shares through an Offer for Sale via the stock exchange
mechanism on 27^th May and 28^th May 2025, to comply with the minimum public shareholding requirements prescribed under Rule
19(2)(b) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957, and Regulation 38 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended. Consequently, the promoter’s shareholding reduced from 82.39% to
67.38%.

Further, on 17^th November 2025, the promoter sold an additional 76,90,00,000 shares in the open market, resulting in a further
reduction in its shareholding from 67.38% to 50.95%. The stock exchanges were duly intimated of the aforesaid transactions.

The Company had issued 13,000 Non-Convertible Bonds of
face value '' 1,000,000 each amounting to '' 13,000,000,000
to its holding company Sagility B.V. in January 2022. As on
31^st March 2026, the outstanding bonds were 5,670 amounting
to '' 5,670,000,000.

On 3^rd July 2026, the Company redeemed 1,495 bonds
aggregating to '' 1,495,000,000. The Company has 4,175
outstanding bonds as on the date of this report.

During FY 2026, the Company has not issued any securities/
instruments convertible into equity shares, sweat equity shares
and shares with differential voting rights.

DIVIDEND

Dividend Payouts

During the FY 2026, the Company has paid an interim dividend
of '' 0.05 per equity share of '' 10 each to the shareholders on
26^th November 2025.

Final Dividend

Considering the financial performance and cashflows of the
Company for financial year 2026 and in line with the Dividend
Distribution Policy, the Directors have recommended a Final
Dividend of '' 0.10 per equity share of '' 10 each fully-paid. The
final dividend will be subject to the approval of the Shareholders
at the ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), is
available on the Company’s website at https://sagility.com/wp-
content/uploads/2026/04/4.-Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the
Financial Year ended 31^st March 2026.

DEPOSITS

The Company has not accepted any deposits within the meaning
of Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended and there
was no amount of principal or interest outstanding as at 31^st
March 2026.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANIES

The Company is a subsidiary of Sagility B.V. (formerly known as
''Betaine B.V’) a private limited liability company incorporated
under Dutch law, having its official seat in Amsterdam, the
Netherlands.

In accordance with the provisions of Section 136 of the
Companies Act, 2013 and the amendments thereto, read with
the SEBI Listing Regulations, the audited financial statements,
including the consolidated financial statements and related

information of the Company and financial statements of
the subsidiary companies will be available on our website
https://sagility.com/investor-relations/.

The Company has also formulated a policy for determining
''material’ subsidiaries pursuant to the provisions of the
SEBI Listing Regulations. The policy is available on the
website of the Company at https://sagility.com/wp-content/
uploads/2026/03/5.-Policy-on-Material-Subsidiaries.pdf.

As on 31^st March 2026, the Company has 16 subsidiaries within
the meaning of Section 2(87) of the Companies Act, 2013. In
terms of the requirements of Section 129(3) of the Companies
Act, 2013, a statement containing the salient features of the
subsidiaries is outlined in Form AOC-1which forms part of the
financial statements. The Company does not have any Joint
Ventures or associate companies.

On 11^th June 2026, the Company approved the acquisition of
CareSeed, a U.S.-based healthcare analytics firm, by Sagility
LLC, a step-down subsidiary. CareSeed specializes in NCQA-
certified HEDIS quality reporting, medical record review, chart
abstraction, and regulatory analytics for health plans.

BOARD OF DIRECTORS

The Company endeavors to adopt global best practices
to ensure effective Board functioning and is committed to
maintaining a truly diverse Board, enabling the collective
experience of its members to enhance stakeholder value,
safeguard their interests, and strengthen corporate governance.

As on 31^st March 2026, the Board comprised of one Executive
Director, three Non-Executive Non-Independent Directors
and five Non-Executive Independent Directors (including two
Women Independent Directors).

All the independent directors of the Company have provided
requisite declarations under Section 149(7) of the Act, that
they meet the criteria of independence as laid down under
Section 149(6) of the Act read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014
and Regulation 16(1)(b) of the SEBI Listing Regulations. The
Independent Directors have also confirmed that they are
not aware of any circumstance or situation that exists or
may be reasonably anticipated that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence.
In the opinion of the Board of Directors, the independent
directors have relevant proficiency, expertise and experience.
The Independent Directors have also confirmed that they
have complied with the Company’s Code of Conduct and
that they are registered on the databank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs. The Directors have further confirmed that they are
not debarred from holding the office of director under any
Securities Exchange Board of India (SEBI) order or any other
such authority.

In terms of the requirements under the SEBI Listing Regulations,
the Board has identified a list of key skills, expertise and
core competencies of the Board, including the Independent
Directors, details of which are provided as part of the Corporate
Governance Report.

During the year, the Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the Company,
other than sitting fees, commission, and reimbursement
expenses incurred by them to attend the meetings of the
Company.

During the financial year, there were no changes in composition
of the Board of Directors.

The Board met twelve times during FY 2026, details of which
are provided as part of the Corporate Governance Report. A
necessary quorum was present for all the meetings.

Details of the Board Committees and their composition are
provided in the Corporate Governance Report. In FY 2026, the
Board approved all recommendations submitted by the Audit
Committee.

Retirement by Rotation

Pursuant to Section 152(6) of the Companies Act, 2013 at least
two-third of the total number of Directors of a public company
are liable to retire by rotation out of which one-third are liable to
retire at every annual general meeting after the meeting at which
first directors are appointed. The directors to retire by rotation
at the Annual General Meeting shall be those who have been
the longest in office since their last appointment. At the Annual
General Meeting, at which a Director retires, the Company may
fill up the vacancy by appointing the retiring Director or some
other person thereto.

Accordingly, Mr. Hari Gopalakrishnan, Non-Executive Non¬
Independent Director (DIN:03289463), being longest in office
since his last appointment, retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible,
offers himself for re-appointment. A resolution seeking
shareholders’ approval for his re-appointment forms part of the
Notice.

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION

The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board and separate its functions of
governance and management. The policy forms part of the
Nomination and Remuneration policy of the Company.

The Nomination and Remuneration policy formulates the
criteria for determining qualifications, competencies, positive
attributes and independence for the appointment of a director
(executive/non-executive) and the criteria for determining
the remuneration of the directors, Key Managerial Personnel
(KMP) and senior management. The policy for determining
the remuneration of the directors, KMPs and other employees

is available on our website: https://sagility.com/wp-content/
uploads/2026/03/14.-Nomination-and-remuneration-policy-
Fvaluation-of-Board.pdf.

DISCLOSURE ON MANAGING DIRECTOR
REMUNERATION

During the year under review, the Managing Director did not
receive remuneration from any of the holding or subsidiary
company(ies) of the Company.

KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Sarvabhouman Doraiswamy
Srinivasan, Group Chief Financial Officer and Key Managerial
Personnel (KMP) resigned from the Company with effect from
15^th November 2025. Subsequently, Mr. Srinivas Rathnam
Mattapalli was appointed as Group Chief Financial Officer and
KMP on 14^th February 2026.

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on 31^st March 2026,
are:

1. Mr. Ramesh Gopalan, Managing Director & Group Chief
Executive Officer

2. Mr. Srinivas Rathnam Mattapalli, Group Chief Financial
Officer (Appointed w.e.f. 14^th February 2026)

3. Mr. Satishkumar Sakharayapattana Seetharamaiah,
Company Secretary & Compliance Officer

Particulars of Employees and related disclosures

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report as Annexure A.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the limits
set out in the said rules, forms part of this Report.

Having regard to the provisions of the second proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any
member interested in obtaining such information may address
their email to[email protected].

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with of Section
134(5) of the Companies Act, 2013, the Board of Directors of
the Company, to the best of their knowledge and belief, hereby
state and confirm that:

a) In the preparation of the annual accounts for the financial
year ended 31^st March 2026, the Indian Accounting
Standards (IND AS) as notified under the Companies

(Accounts) Rules, 2014 had been followed along with
proper explanation relating to material departures;

b) The Company has selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent to give a true
and fair view of the state of affairs of the Company at the
end of the financial year and of the profit and loss of the
company for that period;

c) The Board has taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Annual Accounts are prepared on a going concern
basis;

e) The Company has laid down internal financial controls to
be followed by the Company, and such internal financial
controls are adequate and were operating effectively
during the year;

f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws, and such
systems were adequate and operating effectively; and

g) Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by management and the relevant
Board Committees, including the Audit Committee, the
Company’s internal financial controls were adequate and
effective during FY 2026.

BOARD DIVERSITY

The Company recognizes and upholds the importance of Board
diversity as a key contributor to its overall effectiveness and
long-term success. It is committed to conducting its affairs in
a fair and transparent manner, with the highest standards of
professionalism, honesty, integrity, and ethical conduct, in full
compliance with applicable laws, as amended from time to
time.

In line with established national and international practices,
the Company believes that Board composition should reflect
diversity across various parameters, including background,
education, experience, knowledge, perspectives, functional
expertise, independence, age, and gender.

Accordingly, the Board has adopted a Policy on Diversity of the
Board of Directors, which is available on the Company’s website at
https://sagility.com/wp-content/uploads/2026/03/13.-Policy-
to-Promote-Diversity-on-the-Board-of-Directors.pdf.

BOARD EVALUATION

The Company recognizes that an effective Board performance
evaluation process is critical to enhancing Board engagement
and overall effectiveness. The policy and criteria for such
evaluation are duly approved by the Nomination and
Remuneration Committee. The evaluation process is facilitated
by the Chairman of the Board, with support from the Company
Secretary and Compliance Officer.

The assessment is carried out through structured questionnaires
covering various aspects of the functioning of the Board and its
Committees, including the adequacy of Board and Committee
composition, the strengths and contributions of individual
directors, and the discharge and performance of their roles,
responsibilities, and governance obligations.

FAMILIARIZATION PROGRAMME

The Company has instituted a robust and structured
Familiarization Programme aimed at ensuring that its Directors
are well-informed, fully equipped, and effectively positioned
to discharge their duties and responsibilities. Directors are
provided with key governance documents, encouraged to
engage with the senior management team and comprehensively
apprised of the Company’s business model, operating
landscape, regulatory framework, and their specific roles and
responsibilities, particularly those applicable to Independent
Directors under relevant laws.

In addition, the Group Chief Executive Officer (CEO) &
Managing Director presents a detailed overview of the
Company’s organizational structure, strategic priorities, market
presence, and internal processes, thereby enabling Directors
to gain deeper insights into the Company’s operations. The
programme is designed to facilitate continuous familiarization
and knowledge enhancement, empowering the Directors to
actively contribute to Board deliberations and decision-making
in an informed and effective manner.

STATUTORY AUDITORS & AUDITOR’S REPORT

Pursuant to the provisions of Section 139 of the Act, BSR
& Co. LLP, Chartered Accountants (ICAI Registration
No.101248W/W-100022) were appointed as the Statutory
Auditors of the Company for a period of 5 years, to hold the
office from the conclusion of the 1^st (first) AGM held on 21^st
October 2022, till the conclusion of the 6^th (sixth) AGM to be
held in the year 2027.

The Statutory Auditors confirm their independence and
compliance with applicable ethical standards. Based on the
procedures performed, no risks or circumstances have been
identified that could impair their independence as auditors of
the Company, in accordance with the applicable regulatory
framework in India.

The Auditor’s Report on the financial statements of the Company
for the financial year ended 31^st March 2026 forms part of
the Annual Report. The observations made in the Auditor’s
Report are self-explanatory and therefore do not call for any

further comments. The report of the statutory auditors forming
part of the Annual Report does not contain any qualification,
reservation, or adverse remark.

SECRETARIAL AUDIT REPORT

Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations read with Section 204 of the
Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board, based on
the recommendation of the Audit Committee, appointed
Chandrasekaran Associates, Practicing Company Secretaries
to carry out the secretarial audit for a period of 5 consecutive
years, from FY 2026 to FY 2030, which appointment was
approved by the shareholders at the 4^th AGM held on August
21,2025,in accordance with Regulation 24A of the SEBI Listing
Regulations.

The Secretarial Audit report for FY 2026 is annexed to this report
as Annexure B. The Secretarial Audit Report for the financial
year under review does not contain any adverse remarks,
qualifications, or observations requiring explanation.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year under review, none of the Auditors
have reported any incident of fraud to the Board of Directors of
the Company, pursuant to the provisions of Section 143(12) of
the Companies Act, 2013 and therefore, disclosure of details
under Section 134(3)(ca) of the Act is not applicable.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company believes that a strong internal control framework
is fundamental to ensuring the orderly and efficient conduct of
its business operations and safeguarding stakeholder interests.
Accordingly, the Company has established robust and adequate
internal control systems and procedures, commensurate with
its business requirements, scale of operations, geographical
presence, and regulatory obligations. These systems
encompass well-defined policies and procedures, integrated IT
systems, clearly articulated delegation of authority, appropriate
segregation of duties, and a comprehensive internal audit and
review framework.

The Company has also implemented effective internal financial
controls designed to ensure adherence to established policies,
protection of its assets, prevention and detection of fraud and
errors, accuracy and completeness of accounting records, and
the timely preparation of reliable financial information.

The Board is assisted in its oversight responsibilities by the
internal audit function. PricewaterhouseCoopers Services
LLP serves as the Internal Auditor as at 31^st March 2026. The
internal audit function conducts both periodic and need-based
reviews of risk management systems, controls, and processes.
The findings, along with recommendations, are presented to
the Board/Audit Committee, and appropriate corrective actions
are undertaken to strengthen the control environment.

Further, the Company has adopted a structured framework
of delegation of authority and segregation of duties across its
operations. This framework is designed to provide reasonable
assurance with respect to the integrity and reliability of financial
and operational information, compliance with applicable laws
and regulations, and execution of transactions with appropriate
authorization, thereby reinforcing the overall governance and
control environment.

RISK MANAGEMENT

The Company’s Board of Directors has overall responsibility
for the establishment and oversight of the Company’s risk
management framework. 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 and mitigate risks. Risk management policies and
systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities.

The Company has a Risk Management Committee chaired by
an Independent Director, which assists the Board in monitoring
and overseeing implementation of the risk management policy,
including evaluating the adequacy of risk management systems
and such other functions as mandated under the SEBI Listing
Regulations and as the Board may deem fit from time to time.
The composition, detailed terms of reference of the Committee
and attendance at its meetings are provided as part of the
Corporate Governance Report.

The Company’s Board oversees how management monitors
compliance with the Company’s risk management policies
and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the
Company. At present, in the opinion of the Board of Directors,
there are no risks which may threaten the existence of the
Company.

The Risk Management policy is available on the website of the
Company at https://sagility.com/wp-content/uploads/2026/02/
sagility-risk-management-policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loans, guarantees or investments, if any,
made during the Financial Year ended 31^st March 2026, have
been disclosed in the notes attached to and forming part of the
Financial Statements of the Company prepared for the FY 2026.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing
Regulations as amended from time to time, the Company has
adopted a Policy on Related Party Transactions and the same
is available on its website at https://sagility.com/wp-content/
uploads/2026/03/Policy-on-Materiality-of-RPTs-and-Dealing-
with-RPTs.pdf.

The Policy captures framework for Related Party Transactions
and intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions with
related parties.

All transactions with related parties and subsequent material
modifications are placed before the Audit Committee for its
review and approval. Prior to the commencement of each
financial year, omnibus approval is sought from the Audit
Committee for such related party transactions which are
repetitive in nature, based on the approved criteria. The Audit
Committee reviews all transactions entered into pursuant to
the omnibus approvals so granted, on a quarterly basis.

During the year under review, there were no transactions for
which consent of the Board/shareholders was required to be
taken in terms of Section 188(1) of the Act and accordingly,
no disclosure is required in respect of the related party
transactions in Form AOC-2 under Section 134(3)(h) of the
Act and rules framed thereunder. Attention of the Members is
drawn to note no. 38 of the standalone financial statements
setting out the disclosures on related party transactions for
FY 2026.

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

Conservation of energy: Sagility is promoting use of renewable
energy across all its delivery centers. To the extent possible,
the Company is implementing energy efficiency measures
and increased the share of renewable energy through Energy
Attributable Certificates.

Steps taken or impact on conservation of energy:

• Installation of energy meters across locations for real-time
monitoring of consumption and identification of reduction
opportunities (work in progress).

• Deployment of occupancy sensors at select Bengaluru
locations to optimize energy usage.

• Upgradation of air-conditioning systems, including
replacement of old units and servicing at a Bengaluru
facility.

• Replacement of outdated lighting fixtures with energy-
efficient LED lights at a Bengaluru location.

• Installation of individual cassette air-conditioning units at
the Indore facility to enable selective usage and reduce
energy consumption during non-operational hours.

Capital investment on energy conservation equipments

• Energy Meters Cost: '' 8,75,000/-

• Occupancy Sensors Cost: '' 15,80,000/-

• Air-conditioning Upgradation Cost: '' 23,71,083/-

• LED Lights Replacement Cost: '' 6,89,700/-

• New Air-conditioning Units Cost: '' 75,79,109/-

Technology Absorption:

Efforts made towards technology absorption:

During FY 2026, the Company advanced enterprise-wide
adoption of Artificial Intelligence (AI) and Generative AI,
including agentic AI-enabled workflow automation, alongside
cloud modernisation, cybersecurity enhancement, and
platform transformation. Key initiatives included a multi-cloud
governance framework with FinOps discipline, a cybersecurity
programme covering cloud security, vendor risk, privileged
access and endpoint protection, formalisation of policies
on AI governance, information protection, cryptography and
access control, and ServiceNow-led enterprise workflow
modernisation. The Company also onboarded acquired
entities onto its enterprise IT and security platforms during the
year.

Benefits derived:

These initiatives improved operational efficiency and
service quality, strengthened cybersecurity and reduced risk
exposure, enhanced scalability through cloud adoption, and
supported client confidence through more robust compliance
frameworks.

In case of imported technology (imported during the last
three years reckoned from the beginning of the financial
year): Not applicable. The technology platforms used by the
Company are globally available enterprise cloud, security and
workflow solutions accessed on a subscription/services basis
rather than imported technology requiring absorption.

Expenditure incurred on Research and Development:

Given the nature of the Company’s business as a technology-
enabled healthcare services organisation, research and
development activity is embedded within operations and is
not separately quantified as a distinct expenditure line.

Foreign exchange earnings and Outgo: The Company is
registered with Software Technology Parks of India (STPI) and
engaged in export of Services. The Foreign Exchange earned in
terms of actual inflows and outgo during the year are as under:

Particulars	As on
	31st March 2026
	(Amt in '' Million)
Foreign exchange earned	23,871.46
Foreign exchange outgo	506.34

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant material orders passed by Regulators/
Courts/ Tribunals impacting the going concern status and the
Company’s future operations.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to fostering a safe, respectful, and
inclusive workplace environment and has adopted a Policy on
Prevention of Sexual Harassment of Women at the Workplace,
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”). An Internal Complaints Committee (ICC)
has been duly constituted to address and redress complaints
relating to sexual harassment in a prompt and impartial manner.
The Company firmly believes in providing a work environment
that upholds dignity, equality, and mutual respect, free from
any form of discrimination or harassment, irrespective of caste,
religion, marital status, gender, sexual orientation, or any other
characteristic.

During the year, the Company continued to strengthen
awareness and sensitivity towards workplace conduct through
various training programmes and workshops conducted across
all locations. Employees are required to undergo mandatory
POSH awareness and training programmes through the
Company’s virtual learning platforms. In addition, focused
training sessions were conducted for ICC members and the
Human Resources team to enhance their capability in handling
complaints effectively and in accordance with prescribed legal
and organizational standards.

During the year under review, the Company received 20
complaints of sexual harassment, out of which 18 cases were
duly investigated and disposed of. There were 4 cases which
exceeded the ninety calendar days closure timeline and the
same have been closed within the year end.

The Company further affirms its compliance with the applicable
provisions of the Maternity Benefit Act, 1961, and reiterates
its commitment to supporting the well-being and rights of its
employees.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes that an effective vigil mechanism and
whistle blower framework is essential for maintaining high
standards of ethical conduct, transparency, and accountability.
The Whistle Blower Policy enables directors and employees to
report genuine concerns or instances of unethical behavior,
fraud, or violation of the Company’s Code of Conduct, without
fear of retaliation.

The Policy provides for adequate safeguards against
victimization and ensures that all concerns raised are
investigated in a fair, timely, and confidential manner. The
Audit Committee oversees the implementation of the vigil
mechanism and ensures that appropriate actions are taken,
thereby reinforcing the Company’s commitment to strong
governance practices.

The Whistle Blower Policy is available on the website
of the Company at https://sagility.com/wp-content/
uploads/2026/03/8.-Whistleblower-Policy.pdf.

DISCLOSURE REQUIREMENTS AS PER SEBI LISTING
REGULATIONS

In accordance with SEBI Listing Regulations, the Management
Discussion and Analysis, the Corporate Governance Report
along with the certificate from the Practicing Company
Secretary and the CEO’s Declaration confirming compliance
with the Code of Conduct by the Directors and Senior
Management, and Business Responsibility and Sustainability
Report (“BRSR”) are presented as separate sections as a part of
the Annual Report. The Management Discussion and Analysis
provides a detailed overview of the Company’s operational and
financial performance, key developments, opportunities, risks,
and outlook for the future.

INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts pertaining to Transfer of unclaimed/
unpaid amounts/shares transferred to the Investor Education
and Protection Fund (“IEPF”).

MAINTENANCE OF COST RECORDS

During the period under review, Section 148(1) of the
Companies Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014 are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes that it has a vital role to play in
contributing to the sustainable development of society. The
Company remains committed to undertaking impactful
Corporate Social Responsibility (CSR) initiatives that promote
inclusive growth, with a focused emphasis on the upliftment of
economically and socially underprivileged communities.

In furtherance of this commitment, the Company has adopted
a comprehensive Corporate Social Responsibility Policy and
has constituted a CSR & Sustainability Committee (“CSR
Committee”) in accordance with the provisions of Section 135 of
the Companies Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021. The CSR
Committee provides strategic direction and oversight to ensure
that the Company’s CSR initiatives are meaningful, measurable,
and aligned with its core values. The Policy on Corporate Social
Responsibility and Annual Action Plan have been uploaded to
the website of the Company and is available at https://sagility.
com/wp-content/uploads/2026/03/11.-CSR-Policy.pdf.

The composition of the CSR Committee and the details of
CSR initiatives undertaken during the year are set out in the
CSR section of this Annual Report. The Annual Report on CSR
activities, in the prescribed format, is annexed to this Report as
Annexure C.

ANNUAL RETURN

The Annual Return of the Company as per the provisions of
Section 134(3)(a) and 92(3) of the Companies Act, 2013, is
available on the website of the Company at https://sagiiity.com/
wp-content/uploads/2026/07/sagility-annual-return-fy2025-
26-finai.pdf.

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

During the year under review, no corporate insolvency
application was filed, nor was any proceeding initiated under
the Insolvency and Bankruptcy Code, 2016, either by or against
the Company before the National Company Law Tribunal
(NCLT) or any other court.

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
During the year under review, the Company has neither entered
into one-time settlement nor availed any loans from banks/
financial institutions, other than the arrangements entered into
for day-to-day business operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Sagility Employee Stock Options and Performance Stock
Units Scheme 2026

The Company recognizes performance-linked, equity-based
compensation schemes as an effective and strategically
significant mechanism for attracting, motivating, rewarding,
and retaining talent across the Company and its subsidiary
entities.

In line with the Company’s evolving strategic priorities and talent
retention objectives, and based on the recommendation of the
Nomination and Remuneration Committee (“Committee”)
and the approval of the Board of Directors (“Board”) at their
respective meetings held on 11^th May 2026 and 12^th May 2026,
the shareholders of the Company approved the “Sagility Limited

- Employee Stock Options and Performance Stock Units
Scheme 2026” (“Scheme”), along with the related resolutions,
by way of Postal Ballot conducted through e-voting.

The e-voting period commenced on 30^th May 2026 and
concluded on 28^th June 2026. As confirmed in the Scrutinizer’s
Report, the Scheme and the related resolutions were duly
approved by the shareholders.

Further, on 11^th June 2026, the Company approved the
acquisition of CareSeed through its step-down subsidiary,
Sagility LLC, as disclosed above under ''Details of Holding,
Subsidiary and Associate Companies.

On 3^rd July 2026, the Company redeemed 1,495 bonds
aggregating to '' 1,495,000,000. The Company has 4,175
outstanding bonds as on the date of this report.

Except as disclosed in this Board’s Report, there have been
no material changes and commitments, which can affect the
financial position of the Company between the end of financial
year and the date of the report.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no material changes
have occurred in the nature of the Company’s business and
generally in the classes of business in which the Company has
an interest.

SECRETARIAL STANDARDS ISSUED BY THE
INSTITUTE OF COMPANY SECRETARIES OF INDIA

In terms of Section 118(10) of the Companies Act, 2013,
the Company has complied with the applicable Secretarial
Standards i.e. SS-1 and SS-2 relating to the ''Meetings of the
Board’ and ''General Meetings’ respectively, as specified by the
Institute of Company Secretaries of India and approved by the
Central Government.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for
the continuous support extended by the stakeholders of the
Company.

For and on behalf of the Board of Directors

Sagility Limited

(Formerly Sagility India Limited, earlier Sagility India Private

Limited)

Martin Cole

Date: 9^th July, 2026 (DIN: 10642347)

Place: Florida, USA Chairman

---

Mar 31, 2025

The Board''s Report of Sagility India Limited (formerly Sagility India Private Limited) (''the Company'') is hereby
presented on the business and operations of the Company together with the Audited Financial Statements for the
period 1^st April 2024 to 31^st March 2025 (''year under review'' or ''period under review'' or ''FY 2024-25'').

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

A brief of the financial performance of the Company for the financial year ended 31^st March 2025 is given below:

Particulars	As on 31st March 2025		As on 31st March 2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	17,166.85	55,699.18	14,946.10	47,535.57
Other Income	505.03	563.08	212.55	279.47
Total Income	17,671.88	56,262.26	15,158.65	47,815.04
Total Expenditure	12,047.87	42,720.36	9281.11	36,654.67
Finance cost, depreciation & amortization expenses	1,924.51	5,939.59	4,724.76	8,743.56
Total Expenses	13,972.38	48,659.95	14,545.87	45,398.23
Profit before tax	3,699.50	7,602.31	612.78	2,416.81
Less: Taxes (Current tax and Deferred tax)	984.68	2,211.08	(114.31)	134.15
Net Profit	2,714.82	5,391.23	727.09	2,282.66
Earnings per share	0.59	1.17	0.37	0.53

BUSINESS OVERVIEW/ STATE OF AFFAIRS

Sagility India Limited domiciled in Bengaluru, India was
incorporated on 28^th July 2021 under the provisions of
the Companies Act, 2013 (''the Act'') as a private limited
company. The Company was converted into a public
limited company w.e.f. 20^th June 2024. Consequent to
the conversion, the name of the Company was changed to
''Sagility India Limited''.

During the year ended 31^st March 2025, the Company
completed an Initial Public Offer of 702,199,262 equity
shares having a face value of ''10 each, at an issue price
of ''30 each. The entire issue comprised of an offer
for sale by the Company''s Promoter and immediate
Holding Company- Sagility B.V. The Company''s
equity shares were listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE) on
12^th November 2024.

The Company is one of the largest tech-enabled
U.S.focused healthcare services firms (by revenue) with
a cumulative revenue from operations of approximately
?55.70 billion in the Financial Year 2025 and growing
at a year-on-year growth rate of approximately 17.17%
with services spanning across healthcare payer and
provider markets.

For U.S. healthcare payers, the Company provides a
comprehensive set of services across the payer value
chain such as claims management, payment integrity,
clinical management, provider network operations
(provider engagement), and front-office services, among
others, thus, helping optimize operational spending and

improve care quality for health plans. As an end-to-
end Revenue Cycle Management (RCM) provider, the
Company integrates patient access, A/R management,
and clinical services with licensed professionals to
streamline administrative processes and ensure efficient
billing and revenue cycle management.

The Company delivers these services leveraging our tools
and platforms, as needed, through our capable talent
pool from our 33 global service delivery locations across
India, the Philippines, the U.S., Jamaica and Colombia.

All of our clients are located in the U.S. As of 31^st March
2025, our five largest client groups (i.e., client entities
together with their affiliates) had an average tenure
of 18 years with the Business. As of March 2025, the
Company served six of the top 10 healthcare payers by
enrolment in the U.S. Further, during the Financial Year
2025 the Company added 38 new clients.

Revenue from operations increased by 17.17% to
?55,699.18 million for the FY 2024-25 from ?47,535.57
million for the FY 2023-24. Revenue from operations
from our five largest clients increased by 15.26% to
?43,370.27 million for the FY 2024-25 from ?37,627.68
million for the FY 2023-24. Further, the Company
also added 38 new clients (on a gross basis) in the
Financial Year 2025, which also contributed to the
increase in our revenue from operations. Revenue from
operations generated from our Payer clients increased
to ?49,774.95 million from ?42,904.18 million. Revenue
from operations generated from our Provider clients
increased to ?5,924.23 million from ?4,631.39 million.

Set forth below is a breakdown of our revenue from operations based on our client categories for the FY 2024-25
and 2023-24.

	As on 31st 1	March 2025	As on 31st 1	March 2024
Particulars	(f in millions)	% of Revenue from Operation	(f in millions)	% of Revenue from Operation
Revenue from Payers	49,774.95	89.36%	42,904.18	90.26%
Revenue from Providers	5,924.23	10.64%	4,631.39	9.74%
Revenue from Operations	55,699.18	100.00%	47,535.57	100.00%

The following table sets forth our revenues from operations from our three largest, five largest and ten largest client
groups, in absolute terms and as a percentage of our total revenue from operations.

	As on 31st	March 2025	As on 31st 1	March 2024
Particulars	(f in millions)	% of Revenue from Operation	(f in millions)	% of Revenue from Operation
Revenues from three largest client groups	36,847.71	66.16%	32,476.84	68.32%
Revenues from five largest client groups	43,370.27	77.87%	37,627.68	79.16%
Revenues from ten largest client groups	50,423.31	90.53%	43,451.78	91.41%

Total expenditure increased by 16.54% to ?42,720.36
million for the FY 2024-25 from ?36,654.67 million
for the FY 2023-24 due to increases in employee
benefits expenses and other expenses. The increases
in employee benefit expenses were primarily on account
of an increase in our employee headcount related to the
growth in our business and the acquisitions of BroadPath,
annual increments and share based payments. The
Company also engaged a number of employees to assist
with sales and marketing, content generation, graphics
and proposal writing, and appointed additional Senior
Managerial Personnel.

On a Consolidated basis, Profit before tax for
FY 2024-25 increased by 215% to ?7,602.31 million
from ?2,416.81 million in the previous financial year. The
Profit after tax for the FY 2024-25 increased by 136% to
?5,391.23 million from ?2,282.66 million in the previous
financial year.

On a standalone basis, Profit before tax for FY 2024-25
increased by 504% to ?3,699.50 million from ?612.78
million in the previous financial year. The Profit after
tax for the FY 2024-25 increased by 273% to ?2,714.82
million from ?727.09 million in the previous financial year.

The Members are advised to refer to the separate
section on Management Discussion and Analysis, which
is a part of this report, for a detailed understanding of
the operating results and business performance.

CAPITAL STRUCTURE

As on 31^st March 2025, the authorised share capital of
the Company was ?100,000,000,000/- (Rupees Ten
Thousand Crores only) divided into 10,000,000,000
(One Thousand Crores) equity shares of ?10/- (Rupees
Ten only).

Prior to conversion to a public company, the Company,
on 31^st May 2024, allotted 393,991,918 equity shares of
?10/- (Rupees Ten only) through private placement on
preferential basis to Sagility B.V., the holding company.

After the above allotment, the capital structure of the
Company as on 31^st March 2025 stands as below:

Particulars	Amount (in '')
Authorized Equity Share Capital (Equity Shares of ?10 each)	100,000,000,000
Paid-up Equity Share Capital (Equity Shares of ?10 each)	46,813,284,130

The Company had issued 13,000 Non-Convertible
Bonds of face value ?1,000,000 each to its holding
company Sagility B.V. in January 2022. As on 31^st March
2025, the outstanding bonds were 8,020 amounting to
?8,020,000,000.

During FY 2024-25, the Company has not issued any
securities / instruments convertible into equity shares,
sweat equity shares and shares with differential
voting rights.

Minimum Public Shareholding - Offer for Sale
(OFS)

In May 2025, the promoter, Sagility B.V. undertook
an Offer for Sale (OFS) through stock exchange
mechanism, inter alia, to achieve the minimum public
shareholding requirement. The Promoter, Sagility B.V.,
sold 703,000,000 equity shares (representing 15.02% of
the total paid-up equity share capital of the Company).
Appropriate disclosures were made to the stock
exchanges subsequent to the OFS.

DIVIDEND

The Board of Directors did not recommend any dividend
for the year under review.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), the Board has formulated and
adopted the Dividend Distribution Policy. The Policy
is available on the website of the Company at https://
saqilityhealth.com/wp-content/uploads/2024/06/
Dividend-Distribution-policy.pdf.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for
the Financial Year ended 31^st March 2025.

DEPOSITS

The Company has not accepted any deposit, including
from the public and as such no amount of principal and
interest were outstanding as at 31^st March 2025.

ACQUISITIONS

Share purchase agreement dated 31^st May 2024
entered into between our Promoter, Sagility B.V.,
and our Company ("Sagility SPA”)

Pursuant to Sagility SPA, the Company acquired
49,299.85 shares of common stock of Sagility (US)
Holdings Inc., representing 17.55% of its total shares,
for USD 133.77 million, effective 31^st May 2024.
Simultaneously, the Company issued and allotted
393,991,918 Equity Shares of face value of ?10 each
to Sagility B.V. at ?28.30 per share, totalling ?11,150.63
million. The fair value of each share of common stock
of Sagility (US) Holdings Inc. was USD 2,713.47, and
each of the Company''s Equity Shares was valued at
?28.30, based on valuation reports from PwC Business
Consulting Services LLP and Navigant Corporate
Advisors Limited dated 22^th March 2024. Actual
payment of cash consideration was not involved, and
consideration was discharged through a share swap
under the automatic route.

Acquisition of BroadPath Group

Sagility LLC, subsidiary of the Company, acquired
Broadpath Global LLC, Broadpath LLC and BHive Holdings
LLC (including its subsidiary in Philippines) (''BroadPath,
BroadPath Healthcare Solutions''). BroadPath Healthcare
Solutions, a US healthcare focused services company,
headquartered in Tucson, Arizona, US. BroadPath
operates a work-from-home delivery model with over
1600 employees located across the US and Philippines.
Its service portfolio includes member engagement,
member acquisition, claims and appeals administration,
provider enrollment and credentialing.

DETAILS OF HOLDING, SUBSIDIARY AND
ASSOCIATE COMPANIES

The Company is a subsidiary of Sagility B.V. (formerly
known as ''Betaine B.V'') a private limited liability company
incorporated under Dutch law, having its official seat in
Amsterdam, the Netherlands.

In accordance with the provisions of Section 136 of the
Companies Act, 2013 and the amendments thereto, read
with the SEBI Listing Regulations, the audited financial
statements, including the consolidated financial
statements and related information of the Company
and financial statements of the subsidiary companies

will be available on our website https://saqilityhealth.
com/investor-relations/.

The Company has also formulated a policy for determining
''material'' subsidiaries pursuant to the provisions of the
SEBI Listing Regulations. The policy is available on the
website of the Company at https://sagilityhealth.com/
wp-content/uploads/2024/06/Policy-on-material-
subsidiaries.pdf.

A report on the performance and financial position of
each subsidiary is outlined in AOC-1 which is annexed
to this report as Annexure A.

BOARD OF DIRECTORS

As on 31^st March 2025, the Board comprised of one
Executive Director, three Non-Executive Non-Independent
Directors and five Non-Executive Independent Directors
(including two Women Independent Directors).

All the independent directors of the Company have
provided requisite declarations under Section 149(7) of
the Act, that they meet the criteria of independence as
laid down under Section 149(6) of the Act read with Rule
5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI
Listing Regulations. The Independent Directors have also
confirmed that they are not aware of any circumstance
or situation that exists or may be reasonably anticipated
that could impair or impact their ability to discharge
their duties with an objective independent judgment
and without any external influence. In the opinion of
the Board of Directors, the independent directors have
relevant proficiency, expertise and experience. The
Independent Directors have also confirmed that they
have complied with the Company''s Code of Conduct and
that they are registered on the databank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs. The Directors have further confirmed that they
are not debarred from holding the office of director
under any SEBI order or any other such authority.

In terms of the requirements under the SEBI Listing
Regulations, the Board has identified a list of key skills,
expertise and core competencies of the Board, including
the Independent Directors, details of which are provided
as part of the Corporate Governance Report.

During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission,
and reimbursement expenses incurred by them to attend
the meetings of the Company.

During the financial year, Mr. Ramesh Gopalan (DIN:
00636524) was appointed as Managing Director
effective 24^th June 2024. Mr. Anil Kumar Chanana (DIN:
00466197), Ms. Ginger Sue Dusek (DIN: 10642344),
Mr. Venkat Krishnaswamy (DIN: 10643175), Dr. William
Winkenwerder Jr (DIN: 07279333) and Dr. Shalini Sarin

(DIN: 06604529) were appointed as Independent
Directors effective 24^th June 2024. Mr. Martin I. Cole
(DIN: 10642347) was appointed as a Non-Executive
Director effective 24^th June 2024, and Mr. Jimmy Mahtani
(DIN: 00996110) was appointed as a Non-Executive
Director effective 5^th February 2025, liable to retire
by rotation. All appointments were duly recommended
by the Nomination and Remuneration Committee and
subsequently approved by the shareholders.

Ms. Smitha Vishwanathan Nair (DIN: 07342265),
Executive Director, resigned effective 14^th June 2024.
Mr. Sanjeev Lakra (DIN: 08881454), Non-Executive
Director, and Mr. Sarvabhouman Doraiswamy Srinivasan
(DIN: 10052733), Executive Director, resigned effective
24^th June 2024.

The Board met eighteen times during FY 2024-25
details of which are provided as part of the Corporate
Governance Report. A necessary quorum was present
for all the meetings.

Details of the Board Committees and their composition
are provided in the Corporate Governance Report. In
FY 2024-25, the Board approved all recommendations
submitted by the Audit Committee.

Retirement by Rotation

Pursuant to Section 152(6) of the Companies Act, 2013
at least two-third of the total number of Directors of
a public company are liable to retire by rotation out
of which one-third are liable to retire at every annual
general meeting after the meeting at which first directors
are appointed. The directors to retire by rotation at the
Annual General Meeting shall be those who have been
the longest in office since their last appointment. At the
Annual General Meeting, at which a Director retires,
the Company may fill up the vacancy by appointing the
retiring Director or some other person thereto.

Accordingly, Mr. Martin I. Cole, Non-Executive Non¬
Independent Director (DIN: 10642347), being longest
in office since his last appointment, retires by rotation
at the ensuing Annual General Meeting of the Company
and being eligible, offers himself for re-appointment.
A resolution seeking shareholders'' approval for his re¬
appointment forms part of the Notice.

POLICY ON DIRECTOR''S APPOINTMENT
AND REMUNERATION

The current policy is to have an appropriate mix of
executive, non-executive and independent directors to
maintain the independence of the Board and separate
its functions of governance and management. The policy
forms part of the NRC policy of the company.

The NRC policy formulates the criteria for determining
qualifications, competencies, positive attributes

and independence for the appointment of a director
(executive/non-executive) and the criteria for
determining the remuneration of the directors, KMP,
senior management and other employees. The policy
for determining the remuneration of the directors, KMPs
and other employees is available on our website: https://
saqilityhealth.com/wp-content/uploads/2024/06/
Nomination-and-remuneration-policy-Evaluation-of-
Board.pdf

DISCLOSURE ON MANAGING DIRECTOR
REMUNERATION:

During the year under review, the Managing Director
did not receive remuneration from any of the holding or
subsidiary company(ies) of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31^st
March 2025, are:

1. Mr. Ramesh Gopalan, Managing Director & Group Chief
Executive Officer (Appointed w.e.f 24^th June 2024)

2. Mr. Sarvabhouman Doraiswamy Srinivasan, Group
Chief Financial Officer (Appointed w.e.f 24^th June
2024)

3. Mr. Satishkumar Sakharayapattana Seetharamaiah,
Company Secretary & Compliance Officer

Particulars of Employees and related disclosures

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
Report as Annexure B.

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names of the top
ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said
rules, forms part of this Report.

Having regard to the provisions of the second proviso
to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the
members of the Company. Any member interested in
obtaining such information may address their email to
[email protected].

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5)
of the Companies Act, 2013 the Board of Directors
hereby state and confirm that:

a) In the preparation of the annual accounts for the year
ended 31^st March 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

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

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

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

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

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

BOARD DIVERSITY

The Company recognises and embraces the importance
of a diverse board in contributing to its success. The
Company believes in the conduct of its affairs in a fair and
transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour
and in complete compliance of laws, as amended from
time to time. As per various national/international
practices, it would also mean that the individuals of
the Board should be diverse in background, education,
experience, knowledge, thoughts, perspective,
functional expertise, independence, age and gender. The
Board has adopted the Policy to promote diversity on the
Board of Directors, which is available on the website of
the Company at https://saqilityhealth.com/wp-content/
uploads/2024/06/Policy-to-Promote-Diversity-on-the-
Board-of-Directors.pdf.

PERFORMANCE EVALUATION

The Company believes that the process of performance
evaluation at the Board level is pivotal to its Board
Engagement and Effectiveness. The Policy and criteria
for Board Evaluation are duly approved by NRC.
Performance evaluation is facilitated by the Chairman of
the Board who is supported by the Company Secretary
and Compliance Officer. This process is conducted
through structured questionnaires which cover various

aspects of the Board and Committees'' functioning such
as adequacy of the composition of the Board and its
Committees, individual Board Member''s strengths and
contribution, execution and performance of specific
duties, obligations and governance.

FAMILIARIZATION PROGRAMME

The Company has established a structured
Familiarization Programme to ensure that its directors
are well-informed about their roles and the Company''s
operations. Upon appointment, new Directors are
provided with key governance documents, introduced
to senior management, and briefed on the Company''s
business, regulatory environment, and their specific
responsibilities, particularly those applicable to
Independent Directors under relevant laws. Additionally,
the Chairman/ the Group CEO & Managing Director
offers a detailed overview of the Company''s structure,
market presence, and internal processes.

STATUTORY AUDITORS & AUDITOR''S
REPORT

BSR & Co. LLP, Chartered Accountants (ICAI Registration
No.101248W/W-100022) were appointed as the
Statutory Auditors of the Company for a period of 5
years, to hold the office from the conclusion of the 1^st
(first) AGM held on 21^st October 2022, till the conclusion
of the 6^th (sixth) AGM to be held in the year 2027.

The observations made in the Auditor''s Report are
self-explanatory and therefore do not call for any
further comments. The report of the statutory auditors
forming part of the Annual Report does not contain any
qualification, reservation, or adverse remark.

SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Regulation
24A(1)(a) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 inter-alia requires
classes of companies to annex with its Board Report,
a secretarial audit report provided by the Company
Secretary in Practice, in the prescribed format.

The Board appointed Chandrasekaran Associates,
Practicing Company Secretaries to carry out the
secretarial audit for FY 2024-25. The Secretarial Audit
report for FY 2024-25 is annexed to this report as
Annexure C.

Observation by the secretarial auditor in his report dated
25^th June 2025 on the compliance with Regulation 3(5)
& 3(6) SEBI (Prohibition of Insider Trading) Regulations,
2015. "There was a delay in the implementation of a
Structured Digital Database (SDD”) and as on the date
of this report, the Company is in compliance with the
SDD requirement”.

Board response: The Company had obtained
subscription to the SDD at the time of filing the Red
Herring Prospectus dated 29^th October 2024, with the
Registrar of Companies, Bengaluru, in connection with
its proposed IPO. The Company''s equity shares were
listed on BSE Limited and the National Stock Exchange
with effect from 12^th November 2024. At that time, the
tool was still undergoing testing and became operational
on 15^th November 2024. Due to technical challenges in
accessing the platform from other geographies, data
capture on the SDD was fully completed in December
2024. As confirmed by the secretarial auditor and as of
the date of this report, the Company is in compliance
with the SDD requirements. The report of the secretarial
auditors forming part of this Report does not contain any
qualification, reservation, or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013 and
Regulation 24A(1)(b)(i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
on recommendation of the Board of Directors of the
Company, it is proposed to appoint Chandrasekaran
Associates, Practicing Company Secretaries, as the
Secretarial Auditors of the Company to hold office from
the FY 2025-26 to FY 2029-30, subject to the approval
of the members at the ensuing AGM.

FRAUD REPORTING

During the Financial Year under review, the Statutory
Auditors have not reported any incident of fraud to
the Board of Directors of the Company, pursuant to
the provisions of Section 143(12) of the Companies
Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

In order to ensure orderly and efficient conduct of
business, the Company has put in place necessary
and adequate internal control systems and procedures
considering its business requirements, scale of
operations and geographical spread and applicable
status. The systems include policies and procedures, IT
systems, delegation of authority, segregation of duties,
internal audit and review framework etc.

The Company has designed the necessary internal
financial controls and systems with regard to adherence
to the Company''s policies, safeguarding of its assets, the
prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely
preparation of reliable financial information.

Ernst and Young LLP is the internal auditor as on 31^st
March 2025. The Board is assisted in its oversight role
by internal audit. Internal Audit undertakes both regular
and ad hoc reviews of risk management controls and
procedures, the results of which are reported to the
Board and appropriate corrective actions are taken
as required.

The Company has also adopted well thought out and
structured delegation of authority and segregation
of duties for its operations to provide reasonable
assurance with regards to recording and providing
reliable financial and operational information, complying
with applicable statutes and executing transactions with
proper authorization.

RISK MANAGEMENT

The Company''s Board of Directors has overall
responsibility for the establishment and oversight of the
Company''s risk management framework. The Company''s
risk management policies are established to identify
and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor and
mitigate risks. Risk management policies and systems
are reviewed regularly to reflect changes in market
conditions and the Company''s activities.

The Company has a Risk Management Committee
chaired by an Independent Director, which assists the
Board in monitoring and overseeing implementation
of the risk management policy, including evaluating
the adequacy of risk management systems and such
other functions as mandated under the SEBI Listing
Regulations and as the Board may deem fit from time to
time. The composition, detailed terms of reference of the
Committee and attendance at its meetings are provided
as part of the Corporate Governance Report.

The Company''s Board oversees how management
monitors compliance with the Company''s risk
management policies and procedures and reviews the
adequacy of the risk management framework in relation
to the risks faced by the Company. At present, in the
opinion of the Board of Directors, there are no risks
which may threaten the existence of the Company.

The Risk Management policy is available on the website
of the Company at https://sagilityhealth.com/wp-
content/uploads/2024/06/Risk-Manaqement-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments, if
any, made during the Financial Year ended 31^st March
2025, have been disclosed in the notes attached to and
forming part of the Financial Statements of the Company
prepared for the Financial Year 2024-25.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the
SEBI Listing Regulations as amended from time to
time, the Company has adopted a Policy on Related
Party Transactions and the same is available on its
website at https://sagilityhealth.com/wp-content/

uploads/2024/06/Policy-on-Materiality-of-RPTs-and-
dealing-with-RPTs.pdf. The Policy captures framework
for Related Party Transactions and intends to ensure that
proper reporting, approval and disclosure processes are
in place for all transactions with related parties.

All transactions with related parties and subsequent
material modifications are placed before the Audit
Committee for its review and approval. Prior to the
commencement of each financial year, omnibus approval
is sought from the Audit Committee for such related
party transactions which are repetitive in nature, based
on the approved criteria. The Audit Committee reviews
all transactions entered into pursuant to the omnibus
approvals so granted, on a quarterly basis.

During the year under review, there were no transactions
for which consent of the Board/shareholders was
required to be taken in terms of Section 188(1) of
the Act and accordingly, no disclosure is required
in respect of the related party transactions in Form
AOC-2 under Section 134(3)(h) of the Act and rules
framed thereunder. The related party transactions
w.r.t Repayment of Principal and Payment of Interest
on Non-Convertible Bonds and re-imbursement of
Initial Public Offer expenses by Promoter Company viz.
Sagility B.V. in terms of the SEBI Listing Regulations for
which approval of the Members was sought through
Postal Ballot and the results thereof are published on
the stock exchange website. Attention of the Members
is drawn to note no. 36 of the standalone financial
statements setting out the disclosures on related party
transactions for FY 2024-25.

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

Conservation of energy: Sagility is promoting use of
renewable energy across all its delivery centers. To the
extent possible, the Company is implementing energy
efficiency measures and increased the share of renewable
energy through Energy Attributable Certificates.

Steps taken or impact on conservation of energy:

• Occupancy based control on lighting measure

• Energy Meters installed for capturing units (category
wise) for further tracking & identifying reduction scope

• Air-conditioning Revamp for vintage units to increase
efficiency & reduction of emission with new & less
emitting refrigerants units (R32 & R410)

Capital investment on energy conservation
equipments

• Occupancy Sensors Cost : ''1,465,184/-

• Energy Meters Cost : ''360,000/-

• Air-conditioning Units Cost: ''13,914,000/-

Technology Absorption: Sagility continues to
prioritize efforts to build new capabilities and
transform process delivery through the application of
various technologies. Working collaboratively across
different delivery functions, Sagility is pioneering
new capabilities and solutions that take advantage of
technology developments in AI, cloud engineering and
application development.

With the regular deployment of these technology-
enabled services, Sagility is delivering a better customer
experience with greater cost savings for its clients.
Intelligent data extraction powered by AI and ML and
further improved with the addition of Generative AI is
resulting in automation of information summarization,
work routing, call handling, etc. Sagility''s service
associates are empowered with tools that assist them
with their daily tasks supporting clinical, financial and
administrative workflows. These agent assist tools are
designed to automatically retrieve relevant information
from knowledge repositories, predict which tasks
to prioritize and organize information to facilitate a
seamless customer experience. These technology-
enabled capabilities allow Sagility to reengineer
processes to achieve the best outcomes.

Sagility remains committed to advancing its capabilities
and transforming process delivery through the
strategic application of emerging technologies. By
fostering collaboration across delivery functions,
Sagility is pioneering innovative solutions that
leverage advancements in AI, cloud engineering, and
application development.

As these technology-enabled services are regularly
deployed, Sagility continues to enhance customer
experiences while driving significant cost efficiencies
for clients. Intelligent data extraction—powered by AI
and ML and further enhanced with Generative AI—
is enabling automation in areas such as information
summarization, work routing, and call handling.

To support clinical, financial, and administrative
workflows, Sagility equips its service associates with
intelligent agent-assist tools. These tools automatically
retrieve relevant knowledge, prioritize tasks, and organize
information to ensure a seamless customer experience.

Crucially, all these innovations are underpinned by a
strong commitment to Information Security. Sagility
integrates robust security protocols and governance
frameworks into every layer of its technology stack,
ensuring that data privacy, compliance, and risk
mitigation are embedded into every process.

By combining cutting-edge technology with secure,
scalable operations, Sagility is reengineering processes
to deliver optimal outcomes—safely, efficiently,
and intelligently.

Foreign exchange earnings and Outgo: The company is
registered with STPI and engaged in export of Services.
The Foreign Exchange earned in terms of actual inflows
and outgo during the year are as under:

Particulars	As on 31st March 2025 (Amt in ''million)
Foreign exchange earned	16,614.86
Foreign exchange outgo	96.48

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by
Regulators/ Courts/ Tribunals impacting the going
concern status and the Company''s future operations.

PREVENTION OF SEXUAL HARASSMENT

The Company has a Policy on Prevention of Sexual
Harassment of Women at the workplace, in line with
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. The
Company believes in providing all employees a congenial
work atmosphere, which is free from discrimination and
harassment, without regard to caste, religion, marital
status, gender, sexual orientation, etc.

During the year, the Company conducted various
awareness programs and workshops at all locations.
Employees are required to attend compulsory awareness
and training programs on POSH on our virtual learning
platform. During the year, the Company conducted
training sessions for the ICC members and the HR team.

The Company received 13 sexual harassment complaints
in the year, and 11 cases were disposed of during the
year. Further, there were 5 cases that were pending for
more than ninety days.

The Company hereby confirms compliance with the
provisions of the Maternity Benefit Act, 1961.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Company provides a secure framework to report
genuine concerns about unethical behaviour, actual
or suspected fraud, theft, bribery, misappropriation of
Company funds, financial reporting violations, misuse
of intellectual property, mismanagement, significant
environmental, safety issues, discrimination, actual or
potential conflicts of interest, violation of Company''s
rules or policies or violation of Code of Conduct of the
Company. The Whistle Blower Policy is available on the
website of the Company at https://sagilityhealth.com/
wp-content/uploads/2024/06/Whistleblower-Policy-
Revised.pdf.

DISCLOSURE REQUIREMENTS AS PER SEBI
LISTING REGULATIONS

In accordance with SEBI Listing Regulations, the
Management Discussion and Analysis, the Corporate
Governance Report along with the certificate from
the Practicing Company Secretary, and the CEO''s
Declaration confirming compliance with the Code of
Conduct by the Directors and Senior Management are
presented as separate sections and do not form part of
the Board''s Report.

In accordance with the SEBI circular, the Business
Responsibility and Sustainability Report (BRSR) will
be applicable to the Company from the financial year
2025-26, as the Company was listed on 12^th November
2024. The Company is currently in the process of
establishing the necessary systems and processes
to ensure timely and effective compliance with the
reporting requirements.

INVESTOR EDUCATION AND PROTECTION
FUND

There were no amounts pertaining to Transfer of
unclaimed / unpaid amounts / shares transferred to the
Investor Education and Protection Fund ("IEPF")

MAINTENANCE OF COST RECORDS

During the period under review, Section 148(1) of
the Companies Act, 2013 and the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to
the Company.

CORPORATE SOCIAL RESPONSIBILITY

Sagility India Limited, as a socially responsible corporate
entity, is committed to carrying out its Corporate Social
Responsibility (CSR) through activities and initiatives
that are aimed at the overall development of society
with a major thrust on upliftment of the economically
and socially weaker communities.

The Company has in place a Corporate Social
Responsibility Policy and constituted a CSR
Committee, pursuant to the provisions of Section 135
of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021. The CSR Committee was renamed as CSR
& Sustainability Committee ("CSR Committee") on 25^th
November 2024.

The CSR Committee composition and CSR initiatives
undertaken by the Company during the year have been
detailed in CSR Section of the Annual Report. The
Annual Report on CSR activities in accordance with
the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021, is set out herewith as Annexure
D to this Report.

The Policy on Corporate Social Responsibility and Annual
Action Plan have been uploaded on to the website of the
Company and is available at https://sagilityhealth.com/
wp-content/uploads/2024/06/CSR-Policy.pdf.

ANNUAL RETURN

The Annual Return of the Company as per the provisions
of Section 134(3)(a) and 92(3) of the Companies Act,
2013, is available on the website of the Company at
https://sagilityhealth.com/investor-relations/.

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

During the year under review, no corporate insolvency
application was filed, nor was any proceeding initiated
under the Insolvency and Bankruptcy Code, 2016, either
by or against the Company before the National Company
Law Tribunal (NCLT) or any other court.

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

During the year under review, the Company has
neither entered into one-time settlement nor availed
any loans from banks/ financial institutions, other
than the arrangements entered into for day-to-day
business operations.

MATERIAL CHANGES AND COMMITMENTS,
IF ANY

Except as disclosed in this Board''s Report, there have
been no material changes and commitments, which can

affect the financial position of the Company between the
end of financial year and the date of the report.

CHANGE IN NAME

The Company has commenced the process of changing
its name to ''Sagility Limited'' to align with its strategic
direction and brand identity. The proposed name has
been approved by the Registrar of Companies on 18^th
June 2025. The Company sought shareholder approval
via a postal ballot (from 3^rd July 2025 to 1^st August
2025). Following the receipt of shareholder approval,
the Company proceeded with the required filings with
the Ministry of Corporate Affairs to formally implement
the name change.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no material
changes have occurred in the nature of the Company''s
business and generally in the classes of business in
which the Company has an interest.

SECRETARIAL STANDARDS ISSUED BY THE
INSTITUTE OF COMPANY SECRETARIES OF
INDIA

In terms of Section 118(10) of the Companies Act, 2013,
the Company has complied with the applicable Secretarial
Standards i.e. SS-1 and SS-2 relating to the ''Meetings
of the Board'' and ''General Meetings'' respectively, as
specified by the Institute of Company Secretaries of
India and approved by the Central Government.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation
for the continuous support extended by the stakeholders
of the Company.

For and on behalf of the Board of Directors

Sagility India Limited

(Formerly Sagility India Private Limited)

Martin I. Cole
(DIN:10642347)

Chairman

Date: 2^nd July 2025
Place: Florida, USA

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Mar 31, 2024

Data Not Available