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Sonata Software Ltd. Capital/Financing Update 2023

Oct 25, 2023

60845_rns_2023-10-25_ef9f02a1-6453-4922-89ae-e3c8adf78638.pdf

Capital/Financing Update

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25th October, 2023

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai Kind Attn: Manager, Listing Department Stock Code -SONATSOFTW

BSE Limited P.J. Towers, Dalal Street, Mumbai Kind Attn: Manager, Listing Department Stock Code - 532221

Dear Sirs/Madam,

SUB: OUTCOME OF BOARD MEETING REF: DISCLOSURE UNDER REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

We wish to inform you that at the meeting of Board of Directors of the Company held today i.e. 25th October 2023, the Board, inter-alia, has:

a. Considered and approved the Unaudited Financial Results of the Company (Standalone and Consolidated) for the quarter and half year ended 30th September, 2023.

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose a copy of the Unaudited Financial Results for the quarter and half year ended 30th September, 2023, together with the Limited Review Report from Statutory Auditors of the Company. A copy of the press release is also enclosed for your reference.

b. Declared an Interim Dividend of Rs. 7 per share (700% on par value of Rs. 1/-) for the financial year 2023-24. The Record date for the purpose of payment of the Interim Dividend will be on Tuesday, 7 th November, 2023. The Interim Dividend will be paid to the registered shareholders on or after Wednesday, 22nd November, 2023 through Electronic mode or by dividend warrants, as applicable.

Pursuant to the amendments introduced in the Income Tax Act, 1961 ('the Act'), vide Finance Act, 2020, w.e.f. April 1, 2020, the Company will be required to withhold taxes at the prescribed rates on dividend paid to the shareholders. Hence, the Interim Dividend declared shall be paid after deducting tax at source ('TDS') in accordance with the provisions of the Income Tax Act, 1961.

Communication in thisregard has been sent to the shareholders, whose emailIDs are registered withthe Company and uploaded on the website of the Company under Investor Relationssection. The required documents to enable the Company to determine the appropriate TDS rates can be uploaded by the shareholders at https://ris.kfintech.com/formlS/ on or before 2 nd November, 2023.

Also note that the aforesaid information is available on the Company's website www.sonata-software.com. For any further queries on Tax on Dividend, shareholders are requested to write to [email protected].

Sonata Software Limited - SSL Website: www.sonata-software.com Registered Office: 208, TV Industrial Estate, 2 nd Floor, SK Ahire Marg, Worli, Mumbai -400 030 email: [email protected] Corporate Office: Tower-A, Sonata Towers, Global Village (Sattva Global City), RVCE Post, Kengeri Hobli, Mysore Road, Bengaluru - 560059, India Tel: +91 80 6778 1000 I CIN: L72200MH1994PLC082110

  • c. Considered, approved and recommended a bonus issue of 1 (one) equity share for every 1 (one) equity share held by the Shareholders of the Company as on the record date. The bonus issue of equity shares will be subject to approval by the Shareholders through Postal Ballot, and any other applicable statutory and regulatory approvals. The Bonus shares once allotted shall rank pari-passu in all respects and carry the same rights as the existing Equity Shares and shall be entitled to participate in full in any dividend and other corporate action, recommended and declared after the new equity shares are allotted. The details pertaining to the Bonus Issue of equity shares as per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in Annexure I.
  • d. Considered, approved and recommended an increase in the Authorized Share Capital of the Company from existing Rs. 15 crores to Rs. 50 crores and consequent alteration in the Capital Clause of the Memorandum of Association and Articles of Association of the Company, on account of issue of Bonus Shares of the Company, subject to the approval of shareholders of the Company to be obtained by Postal Ballot.

The meeting commenced at 2:00 p.m. and concluded at 4:18 p.m. Also note that the aforesaid information will be available on our website www.sonata-software.com.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Sonata Software Limited

_,

Mangal Kulkarni Company Secretary, Compliance Officer and Head Legal

Encl.: As above

Sonata Software Limited - SSL Website: www.sonata-software.com Registered Office: 208, TV Industrial Estate, 2 nd Floor, SK Ahire Marg, Worli, Mumbai -400 030 email: [email protected] Corporate Office: Tower-A, Sonata Towers, Global Village (Sattva Global City), RVCE Post, Kengeri Hobli, Mysore Road, Bengaluru - 560059, India Tel: +91 80 6778 1000 I CIN: L72200MH1994PLC082110

Annexure | Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Details of Bonus Issue of equity shares

SONATA MANA UC
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SONATA SOFTWARE
Annexure
Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Details of Bonus Issue of equity shares
SI. No Particulars Disclosure
1. proposed
Type
of securities
to
issued
equity
shares,
(viz.
be Equity Shares
2. convertibles etc.)
Type
issuance
(further
of
public Bonus Issue
depository
offering,
rights
issue,
(ADR/GDR),
receipts
qualified
placement,
preferential
institutions
3. allotment etc.)
Total number of securities proposed 140,212,408
to be issued or the total amount for
which the securities will
issued
be
(approximately);
4. Whether
bonus
out
of
is
reserves
created
out
profits
of
or
free It will be from Share premium account
5. share premium account;
Bonus ratio
(1 equity share for every 1 equity share
held
by the
1:1
Shareholders of the Company as on the record date)
6. Details of share capital — pre and post Pre-Issue: 140,212,408
and/
bonus issue
Post-Issue: 280,424,816
7. or share premium INR
Free reserves
premium
140,212,408,
from
required
share
be
will
required for implementing the bonus account for implementing the bonus issue
issue
8. available for capitalization Free reserves and/ or share premium Security Premium available as on 31%t March, 2023 — INR
and the 4,151 Lakhs
which
balance
date
such
on
as
is
available
9. Whether
are Yes
aforesaid
figures
the
10. audited
shares would be credited/dispatched 23" December, 2023
Estimated date by which such bonus Within 2 months from the date of Board approval i.e. by

Sonata Software Limited - SSL Registered Office: 208, T V Industrial Estate, 2" Floor, S K Ahire Marg, Worli, Mumbai — 400 030 Corporate Office: Tower-A, Sonata Towers, Global Village (Sattva Global City), RVCE Post, Kengeri Hobili, Mysore Road, Bengaluru - 560059, India Tel: +91 80 6778 1000 | CIN: L72200MH1994PLC082110

Website: www.sonata-software.com email: [email protected]

BSR&Co. LLP Pebble Beach, B Block, 3rd Floor Chartered Accountants No. 13/2, off Intermediate Ring Road Bengaluru - 560 071, India Telephone: +91 80 4682 3000 Fax: +91 80 4682 3999

Limited Review Report on unaudited standalone financial results of Sonata Software Limited for the quarter ended 30 September 2023 and year to date results for the period from 1 April 2023 to 30 September 2023 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Sonata Software Limited

    1. We have reviewed the accompanying Statement of unaudited standalone financial results of Sonata Software Limited (hereinafter referred to as "the Company') for the quarter ended 30 September 2023 and year to date results for the period from 1 April 2023 to 30 September 2023 ('the Statement') in which, are included interim financial results of 6 branches and the employee welfare trust.
  • This Statement, which is the responsibility of the Company's management and approved by its Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting' ('Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generaily accepted in India and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations'). Our responsibility is to issue a report on the Statement based on our review.
  • We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
  • Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

ForBSR&Co. LLP

Chartered Accountants Firm's Registration No.:101248W/W-100022

defo we

Amrit Bhansali Partner Bangalore Membership No.: 065155 25 October 2023 UDIN:23065155BGYPTF6057

Registered Office:

BSR& Co. (a partnership firm wilh Registration No. BAG1223) converted into B SR & Co. LLP (a 144ih Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesca

Limited Liabilily Parinership with LLP Registration No. AAB-8181) with effect from October 14, 2013 Center, Western Express Highway, Goregaon (Eas), Mumbai - 400063 Page 1 of 1

SONATA SOFTWARE LIMITED

Registered Office: 208, T.V. Industrial Estate, S.K. Ahire Marg, Worli, Mumbai - 400 030

Corporate Office: Sonata Towers, Global Village, RVCE Post, Mysore Road, Bengaluru - 560 059

CIN - L72200MH1994PLC082110

www.sonata-software.com, Tel : +91-080-67781000, [email protected]

Part I ₹ in lakhs, except per share data

Quarter ended
Sl No. Particulars
Six months ended
September 30, 2022
Year ended
September 30, 2023
June 30, 2023
September 30, 2022
September 30, 2023
March 31, 2023
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited) (Audited)
1
Revenue from operations
24,017
23,487
23,719
47,504
45,570 92,086
2
Other income (Refer Note 5)
16,297
646
126
16,943
6,787 15,968
3
Total income (1 + 2)
40,314
24,133
23,845
64,447
52,357 1,08,054
4
Expenses
(a) Purchase of stock-in-trade (traded goods)
1,631
2,944
3,050
4,575
5,583 10,219
(b) Changes in inventories of stock-in-trade
8
(9)
-
(1)
17
17
(c) Employee benefits expense
16,870
17,025
12,721
33,895
25,116 54,350
(d) Finance costs
107
122
181
229
370 696
(e) Depreciation and amortization expense
543
492
452
1,035
894 1,851
(f) Other expenses
3,687
3,115
3,126
6,802
5,983 14,504
Total expenses
22,846
23,689
19,530
46,535
37,963 81,637
5
Profit before tax (3 - 4)
17,468
444
4,315
17,912
14,394 26,417
6
Tax expense
(1) Current tax
680
57
1,190
737
2,488 3,958
(2) Deferred tax
(59)
16
28
(43)
(162)
422
Total tax expense
621
73
1,218
694
2,326 4,380
7
Profit for the period (5 - 6)
16,847
371
3,097
17,218
12,068 22,037
8
Other comprehensive income
1 Items that will not be reclassified to profit/(loss)
(a) Remeasurement of the defined benefit plans
21
198
167
219
(98) (463)
(b) Income tax relating to Items that will not be reclassified to profit/(loss)
(23)
(32)
(13)
(55)
16
77
2 Items that will be reclassified to profit or (loss)
(a) Exchange differences in translating the financial statements of foreign
operations
(6)
18
(77)
12
(119)
(5)
(b) Fair value changes on derivatives designated as cash flow hedge, net
98
515
(404)
613
(1,161) (1,117)
(c) Income tax relating to Items that will be reclassified to profit/(loss)
(70)
(87)
118
(157)
206
186
Total
20
612
(209)
632
(1,156) (1,322)
Total comprehensive income for the period (7 + 8)
16,867
9
983
2,888
17,850
10,912 20,715
10
Paid-up equity share capital (Face Value ₹ 1/-)
1,387
1,387
1,386
1,387
1,386 1,387
11
Other equity (Refer Note 8)
53,973
53,973
56,136
53,973
56,136 53,973
12
Earnings per equity share (of ₹ 1/- each) (Refer Note 4 & 6)
(a) Basic (in ₹)
12.14
0.27
2.23
12.41
8.71 15.89
(b) Diluted (in ₹)
12.12
0.27
2.23
12.39
See accompanying notes to the standalone financial results
8.71 15.89

( ₹ in lakhs)

Standalone Balance Sheet
Particulars As at As at
Sl No. September 30, 2023 March 31, 2023
(Unaudited) (Audited)
ASSETS
1 NON-CURRENT ASSETS
(a) Property, plant and equipment 3,025 2,265
(b) Right-of-use assets 1,659 3,058
(c) Capital work-in-progress 5 2
(d) Goodwill 282 282
(e) Financial assets
(i) Investments 6,338 6,291
(ii) Other financial assets 8,641 1,711
(f) Deferred tax assets (net) 1,184 1,353
(g) Income tax assets (net) 9,493 7,500
(h) Other non-current assets 528 124
31,155 22,586
2 CURRENT ASSETS
(a) Inventories 1 -
(a) Financial assets
(i) Investments 2,654 2,084
(ii) Trade receivables 36,476 30,752
(iii) Cash and cash equivalents 4,620 4,931
(iv) Bank balances other than (iii) above 3,281 14,416
(v) Other financial assets
(b) Other current assets
1,478
4,809
664
4,806
53,319 57,653
TOTAL - ASSETS 84,474 80,239
EQUITY AND LIABILITIES
3 EQUITY
(a) Equity share capital 1,387 1,387
(b) Other equity 60,108 53,973
61,495 55,360
LIABILITIES
4 NON-CURRENT LIABILITIES
Financial liabilities
Lease liabilities 1,104 2,468
Other financial liabilities 1,088 661
2,192 3,129
5 CURRENT LIABILITIES
(a) Financial liabilities
Borrowings - 62
Trade payables
Total outstanding dues of micro enterprises and small enterprises 40 157
Total outstanding dues of creditors other than micro enterprises and small enterprises 11,085 10,709
Lease liabilities 1,199 1,583
Other financial liabilities 3,224 2,391
(b) Other current liabilities 1,882 3,572
(c) Provisions
(d) Current tax liabilities (net)
1,357
2,000
1,267
2,009
20,787 21,750
TOTAL - EQUITY AND LIABILITIES 84,474 80,239
Standalone Cash Flow Statement
(₹ in Lakhs)
For the six months ended
Particulars September 30, 2023 September 30, 2022
(Unaudited) (Unaudited)
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 17,912 14,394
Adjustments for :
Depreciation and amortization expense
Finance costs
1,035
229
894
370
Impairment loss recognised on trade receivable 110 44
Provisions/ liabilities no longer required written back (123) (64)
Interest income (453) (733)
Dividend income from long-term investments in subsidiaries (15,431) (5,975)
Loss on sale of fixed assets / scrapped 9 -
Net (gain) on investments carried at fair value through profit and loss (121) (122)
Gain on termination of lease (233) -
Expenses/(gain) on employee stock based compensation 202 301
Exchange (gain)/loss on revaluation of investments - 215
Net unrealized foreign exchange (gain)/loss
Operating profit before working capital changes
(376)
2,760
318
9,642
Changes in operating assets and liabilities:
Trade receivables (5,675) (3,979)
Inventories (1) 17
Other financial assets-current (719) (927)
Other financial assets non-current 256 8
Other non-current assets (246) 45
Other current assets (4) (470)
Other financial liabilities non-current
Trade payables
397
372
600
1,604
Other financial liabilities 1,536 125
Other current liabilities (1,470) 12
Provisions 91 104
Net cash flow from operations (2,703) 6,781
Income taxes paid (2,738) (3,263)
Net cash flow from operating activities (A) (5,441) 3,518
Net cash from operating activities after exceptional items
B. CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment including capital work-in-progress and
capital advances (1,481) (693)
Proceeds from disposal of property, plant and equipment
Purchase of non-current investments
17
(89)
-
-
Purchase of current investments (37,976) (22,709)
Proceeds from sale of current investments 37,527 29,689
Investment in bank deposits 3,926 (107)
Interest received 652 218
Dividend received from subsidiary 15,431 5,975
Inter corporate deposit to subsidiary (net)
Net cash flow from investing activities (B)
-
18,007
(1,076)
11,297
C. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of short-term borrowings from banks (62) -
Payment of lease liabilities (830) (943)
Payment of dividend (12,181) (13,561)
Proceeds from issue of shares on exercise of employee stock options 222 -
Interest paid
Net cash flow used in financing activities (C)
(8)
(12,859)
(1)
(14,505)
Net increase/(decrease) in Cash and cash equivalents (A+B+C) (293) 310
Opening Cash and cash equivalents
Exchange difference on translation of foreign currency Cash and cash equivalents.
4,931
(18)
27,848
24
Closing Cash and cash equivalents 4,620 28,182
-
Cash and cash equivalents at the end of the period comprises:
Balances with banks
In current accounts 1,333 709
In EEFC accounts
In demand deposit accounts
787
2,500
691
26,782
4,620 28,182

Notes :Notes:

1 The statutory auditors, B S R & Co. LLP have expressed an unmodified review opinion. The information presented above is prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. These unaudited standalone financial results thereafter have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on October 25, 2023.

The above unaudited standalone financial results are filed with Stock Exchanges under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 as amended from time to time and are available on the Stock Exchange websites, www.nseindia.com and www.bseindia.com, and on the Company's website, www.sonata-software.com.

  • 2 The Company also publishes unaudited consolidated financial results in addition to unaudited standalone financial results. In accordance with Ind AS 108 Operating Segments, the Company has disclosed the segment information in the unaudited consolidated financial results.
  • 3 Based on the financial performance of the Company, the Board at its meeting held today, approved an interim dividend of ₹ 7 per share.
  • 4 Earnings per share (EPS) for quarterly and six months period ended September 30, 2023 are not annualised.
  • 5 Other income for the quarter ended September 30, 2023 includes dividend income received from subsidiaries, Sonata Information Technology Limited ₹ 10,000 Lakhs, Sonata Software Solutions Limited ₹ 4,400 Lakhs, Encore IT service solutions Private limited ₹ 200 lakhs and Sonata Australia Pty Ltd ₹ 831.45 Lakhs.
  • 6 The Company has allotted 35,053,102 Equity Shares of Re. 1/- each, credited as fully paid as bonus equity shares to the eligible Members of the Company as on the record date of September 10, 2022 in the ratio of 01 (One) new fully paid-up equity share for every 03 (Three) existing fully paid-up equity shares (1:3). The EPS for all the periods presented have been adjusted to this effect as required by "Ind AS 33: Earnings per Share".
  • 7 The Board considered, approved and recommended a bonus issue of 1 (one) equity share for every 1 (one) equity share held by Shareholders of the Company as on the record date. The bonus issue of equity shares will be subject to approval by the Shareholders, and any other applicable statutory and regulatory approvals.
  • 8 The other equity with respect to quarter ended and six months period ended September 30, 2023 represents balance as per the audited Balance Sheet of the previous year as required by SEBI (Listing and Other Disclosure Requirements) Regulations, 2015

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date : October 25, 2023 MANAGING DIRECTOR & CEO

Place : New Jersey, USA SAMIR DHIR

BSR&Co. LLP Pebble Beach, B Block, 3d Floor

Chartered Accountants No. 13/2, off Intermediate Ring Road Bengaluru - 560 0771, India Telephone: +91 80 4682 3000 Fax: +91 80 4682 3999

Limited Review Report on unaudited consolidated financial results of Sonata Software Limited for the quarter ended 30 September 2023 and year to date results for the period from 1 April 2023 to 30 September 2023 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Sonata Software Limited

    1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Sonata Software Limited (hereinafter referred to as "the Parent'), and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") for the quarter ended 30 September 2023 and year to date results for the period from 1 April 2023 to 30 September 2023 (the Statement") in which, are also included interim financial results of 9 branches, being submitted by the Parent pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
  • This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting' ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
  • We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

  • The Statement includes the results of the entities as disclosed in Annexure | to the Statement.
  • Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Regislered Office:

BSR &Co (a partnership firm with Registration No. BA61223) converted into BS R & Co LLP (a 14\h Floor, Central 8 Wing and North C Wing, Nesco IT Park 4, Nesco Limited Liability Partnership with LLP Registralian No AAB-8181) with effect from October 14 2013 Cenler, Western Express Highway, Goregaon (East), Mumbai - 400063

Page 1 of 4

Limited Review Report (Continued) Sonata Software Limited

  1. The Statement includes the interim financial results of 18 subsidiaries which have not been reviewed, whose interim financial results reflect total assets (before consolidation adjustments) of Rs. 37,586 lakhs as at 30 September 2023 and total revenues (before consolidation adjustments) of Rs. 16,745 lakhs and Rs. 34,543 lakhs, total net profit after tax (before consolidation adjustments) of Rs. 990 lakhs and Rs. 2,944 lakhs and total comprehensive income (before consolidation adjustments) of Rs. 902 lakhs and Rs. 3,003 lakhs, for the quarter ended 30 September 2023 and for the period from 1 April 2023 to 30 September 2023 respectively, and cash flows (net) (before consolidation adjustmnets) of Rs 778 lakhs for the period from 1 April 2023to 30 September 2023, as considered in the Statement. According to the information and explanations given to us by the Parent's management, these interim financial results are not material to the Group.

Our conclusion is not modified in respect of this matter.

ForBSR &Co. LLP Chartered Accountants Firm's Registration No.:101248W/W-100022

as Amrit Bhansali

Partner Bangalore Membership No.: 065155 25 October 2023 UDIN:23065155BGYPTG9005

BSR&Co. LLP

Limited Review Report (Continued) Sonata Software Limited

Annexure |

BSR&Co. LLP
Limited Review Report (Continued)
Sonata Software Limited
Annexure
Sr. No List of entities included in unaudited consolidated financial results.
Name of component
Relationship
1 Sonata Software Limited Parent
2 Sonata Information Technology Limited Subsidiary
3 Sonata Software Solutions Limited Susbsidiary
4 Sonata Europe Limited Susbsidiary
5 Sonata Software North America Inc. Susbsidiary
6 Sonata Australia Pty Ltd (formerly known as "Scalable
Data Systems Pty Ltd")
Susbsidiary
7 Sonata Software (Qatar) LLC Susbsidiary
8 Encore IT Services Solutions Private Limited Susbsidiary
9 Sonata Software GmbH Susbsidiary
10 Sonata Software Intercontinental Limited Susbsidiary
11 Sonata Software Malaysia SDN. BHD. Susbsidiary
12 Sopris Systems LLC Step-down Subsidiary
13 Encore Software Services, Inc. Step-down Subsidiary
14 Sonata Software Canada Limited Step-down Subsidiary
15 GAPbuster Limited Step-down Subsidiary
16 Kabushiki Kaisha GAPbuster Japan Step-down Subsidiary
17 GAPbuster Europe Limited Step-down Subsidiary
18 GAPbuster Inc. Step-down Subsidiary
19 GAPbuster China Co. Limited Step-down Subsidiary

Page 3 of 4

BSR&Co.LLP

Limited Review Report (Continued) Sonata Software Limited

BSR&Co.LLP
Limited Review Report (Continued)
20 GAPbuster Worldwide Malaysia SDN. BHD. Sonata Software Limited
Step-down Subsidiary
21 GAPbuster Worldwide Pty Ltd Step-down Subsidiary
22 Sonata Latin America S. DE R.L. DE C.V. Step-down Subsidiary
23 Quant Systems Inc. Step-down Subsidiary
24 Quant Cloud Solutions Private Limited Step-down Subsidiary
25 Woodshed LLC Step-down Subsidiary
26 Quant Systems CRC Inc Sociedad de Step-down Subsidiary

Page 4 of 4

SONATA SOFTWARE LIMITED Registered Office: 208, T.V. Industrial Estate, S.K. Ahire Marg, Worli, Mumbai - 400 030 Corporate Office: Sonata Towers, Global Village, RVCE Post, Mysore Road, Bengaluru - 560 059

CIN - L72200MH1994PLC082110

www.sonata-software.com, Tel : +91-080-67781000, [email protected]

Part I ₹ in lakhs, except per share data
Statement of unaudited consolidated financial results for the quarter and six months period ended September 30, 2023
Quarter ended Six months ended Year ended
Sl No. Particulars September 30, 2023 June 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 March 31, 2023
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
1 Revenue from operations 191,257 201,553 149,598 392,810 327,484 744,912
2
3
Other income
Total income (1 + 2)
2,320
193,577
2,813
204,366
1,111
150,709
5,133
397,943
2,930
330,414
7,082
751,994
4 Expenses
(a) Purchase of stock-in-trade (traded goods) 137,894 134,459 98,231 272,353 240,824 548,163
(b) Changes in inventories of stock-in-trade (16,893) 1,611 3,656 (15,282) (6,867) (2,589)
(c) Employee benefits expense 33,982 32,614 22,228 66,596 43,656 93,311
(d) Finance costs 2,067 2,083 379 4,150 752 1,854
(e) Depreciation and amortization expense
(f) Other expenses
3,334
16,542
3,120
15,042
1,362
10,020
6,454
31,584
2,659
20,244
5,913
45,614
Total expenses 176,926 188,929 135,876 365,855 301,268 692,266
5 Profit before tax (3 - 4) 16,651 15,437 14,833 32,088 29,146 59,728
6 Tax expense
(1) Current tax
5,849 3,954 5,169 9,803 8,920 16,709
(2) Deferred tax (1,615) (529) (1,607) (2,144) (1,821) (2,171)
Total tax expense 4,234 3,425 3,562 7,659 7,099 14,538
7 Profit for the period (5 - 6) 12,417 12,012 11,271 24,429 22,047 45,190
8 Other comprehensive income
1 Items that will not be reclassified to profit/(loss)
(a) Remeasurement of the defined benefit plans 10 211 131 221 (273) (662)
(b) Income tax relating to Items that will not be reclassified to profit/(loss) (4) (49) (33) (53) 66 162
2 Items that will be reclassified to profit or (loss)
(a) Exchange differences in translating the financial statements of foreign
operations 288 (181) - 107 31 873
(b) Fair value changes on derivatives designated as cash flow hedge, net 158 1,122 (645) 1,280 (2,779) (3,539)
(c) Income tax relating to Items that will be reclassified to profit/(loss) (111) (220) 151 (331) 668 652
Total 341 883 (396) 1,224 (2,287) (2,514)
9 Total comprehensive income for the period (7 + 8) 12,758 12,895 10,875 25,653 19,760 42,676
Of the total comprehensive income above, total comprehensive income attributable
to:
Owners of the Company 12,758 12,895 10,875 25,653 19,760 42,676
Non - controlling interest - - - - - -
12,758 12,895 10,875 25,653 19,760 42,676
Of the total comprehensive income above, profit for the period attributable to:
Owners of the Company 12,417 12,012 11,271 24,429 22,047 45,190
Non - controlling interest - - - - - -
12,417 12,012 11,271 24,429 22,047 45,190
Of the total comprehensive income above, other comprehensive income for the
period attributable to:
Owners of the Company 341 883 (396) 1,224 (2,287) (2,514)
Non - controlling interest - - - - - -
341 883 (396) 1,224 (2,287) (2,514)
10 Paid-up equity share capital (Face Value ₹ 1/-) 1,387 1,387 1,386 1,387 1,386 1,387
11 Other equity (Refer Note 6) 128,678 128,678 108,881 128,678 108,881 128,678
12 Earnings per equity share (of ₹ 1/- each) (Refer Note 4 & 5)
(a) Basic (in ₹) 8.96 8.66 8.13 17.61 15.91 32.58
(b) Diluted (in ₹) 8.94 8.65 8.13 17.58 15.91 32.58
See accompanying notes to the consolidated financial results
Consolidated Balance Sheet
(₹ in lakhs)
As at As at
Sl No. Particulars September 30, 2023 March 31, 2023
(Unaudited) (Audited)
ASSETS
1 NON-CURRENT ASSETS
(a) Property, plant and equipment 5,481 4,800
(b) Right-of-use assets 6,823 8,281
(c) Capital work-in-progress 76 82
(d) Goodwill 110,871 109,837
(e) Other intangible assets 46,549 50,309
(f) Financial assets
(i) Investments 1,367 1,396
(ii) Other financial assets
(g) Deferred tax assets (net)
18,367
8,413
4,192
-
(h) Income tax assets (net) 19,235 14,935
(i) Other non-current assets
Total
768
217,950
348
194,180
2 CURRENT ASSETS
(a) Inventories 18,164 2,882
(b) Financial assets
(i) Investments 7,353 20,580
(ii) Trade receivables 171,634 123,622
(iii) Cash and cash equivalents 27,237 41,740
(iv) Bank balances other than (iii) above 17,886 31,286
(v) Other financial assets 5,918 1,406
(c) Other current assets 18,673 17,459
(d) Asset held-for-sale - 2,533
Total current assets 266,865 241,508
TOTAL ASSETS 484,815 435,688
EQUITY AND LIABILITIES
3 EQUITY
(a) Equity share capital 1,387 1,387
(b) Other equity 142,617 128,678
Total 144,004 130,065
LIABILITIES
4 NON-CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 20,552 30,506
(ii) Lease liabilites 5,276 6,751
(iii) Other financial liabilities 38,154 44,964
(iv) Deferred tax liabilities (net) 13,827 7,069
77,809 89,290
5 CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 21,716 18,852
(ii) Lease liabilites 2,773 2,941
(iii) Trade payables
Total outstanding dues of micro enterprises and small enterprises 47 164
Total outstanding dues of creditors other than micro enterprises and small enterprises 151,220 129,323
(iv) Other financial liabilities 43,875 42,218
(b) Other current liabilities 27,024 10,515
(c) Provisions 3,566 3,106
(d) Current tax liabilities (net) 12,781 9,214
Total current liabilities 263,002 216,333
TOTAL EQUITY AND LIABILITIES 484,815 435,688
For the six months ended
Particulars
September 30, 2023 September 30, 2022
(Unaudited) (Unaudited)
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit before tax 32,088 29,146
Adjustments for :
Depreciation and amortization expense 6,454 2,659
Finance costs
Impairment (gain)/loss recognised on trade receivable
4,150
63
752
238
Bad trade receivables written off 8
Provisions/ liabilities no longer required written back (1,983) (197)
Interest Income (1,733) (1,400)
Net (gain) / loss on sale of property, plant and equipment / scrapped 30
Net(gain) on investments carried at fair value through profit and loss (577) (302)
Gain on termination of lease (233)
Expenses on employee stock based compensation 202 301
Net unrealized foreign exchange (gain) / loss (1,512) (2,141)
Operating profit before working capital changes 36,957 29,056
Changes in operating assets and liabilities:
Trade receivables (47,704) (41,964)
Inventories (15,281) (6,867)
Other financial assets non-current 256 105
Other financial assets current (4,085) (2,209)
Other non-current assets (262)
Other current assets (1,222) (3,468)
Asset held-for-sale 2,533
Trade payables 23,630 19,255
Other financial liabilities non-current 787 (2,937)
Other financial liabilities (1) 2,488
Other current liabilities
Provisions
16,730
460
(570)
Net cash flow from / (used in) operations 12,798 168
(6,897)
Income taxes paid (10,430) (10,381)
Net cash flow from / (used in) operating activities (A) 2,368 (17,278)
B. CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment including intangible assets, capital-work-in progress
and capital advances (2,000) (2,059)
Proceeds from disposal of property, plant and equipment 19
Purchase of current investments (235,462) (147,293)
Payment in relation to business acquisition (6,832)
Proceeds from sale of current investments 249,239 160,977
Investment in bank deposits
Interest received
(1,032)
Net cash flow from / (used in) investing activities (B) 1,818
5,750
12,243
C. CASH FLOW FROM FINANCING ACTIVITIES
Payment of lease liabilities
(1,663) (1,637)
Proceeds from short-term borrowings 5,500 11,933
Repayment of short-term borrowings (8,512) (5,716)
Repayment of term loan (4,552)
Payment of dividend (12,182) (13,561)
Proceeds from issue of shares on exercise of ESOP 223
Interest paid (1,498)
Net cash flow used in financing activities (C) (22,684) (9,059)
Net increase/(decrease) in cash and cash equivalents (A+B+C) (14,566) (14,094)
Opening cash and cash equivalents 41,740 73,369
Exchange difference on translation of foreign currency cash and cash equivalents 63 (336)
Closing Cash and cash equivalents 27,237 58,939
Cash and cash equivalents at the end of the period comprises:
Cash on hand -
Balances with banks
In Current accounts
19,310 8,372
In EEFC accounts 1,656 1,182
In deposit accounts 6,271 49,384

Notes :Notes:

  • 1 The statutory auditors, B S R & Co. LLP have expressed an unmodified review opinion. The information presented above is prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. These unaudited Consolidated financial results thereafter have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on October 25, 2023. The above unaudited Consolidated financial results are filed with Stock Exchanges under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 as amended from time to time
  • 2 and are available on the Stock Exchange websites, www.nseindia.com and www.bseindia.com, and on the Company's website, www.sonata-software.com. Unaudited consolidated financial results include financial results of subsidiaries i.e., Sonata Information Technology Limited, Sonata Software North America Inc. (SSNA), Interactive Business Information Systems Inc. (Merged with SSNA with effect from November 17, 2022), Sonata Software GmbH, Sonata Europe Limited, Sonata Software FZ-LLC (Closed w.e.f. May 19, 2023), Sonata Software (Qatar) LLC, Sonata Australia Pty Ltd (formerly known as Scalable Data Systems Pty Ltd), Sopris Systems LLC, Sonata Software Solutions Limited, GAPbuster China Co. Ltd, GAPbuster Europe Limited, GAPbuster Inc., GAPbuster Limited, GAPbuster Worldwide Malaysia SDN BHD, GAPbuster Worldwide Pty Limited, Kabushiki Kaisha GAPbuster Japan, Encore Software Services, Inc., Encore IT Services Solutions Private Limited, Sonata Software Intercontinental Limited, Sonata Software Canada Limited, Sonata Latin America S. DE R.L. DE C.V., Quant Systems Inc. (w.e.f. March 10, 2023), Quant Systems CRC Inc Sociedad De Responsabilidad Limitada (CRC LLC) (w.e.f. March 10, 2023), Quant Cloud Solutions Private Limited (w.e.f. March 10, 2023), Woodshed LLC (w.e.f. March 10, 2023) and Sonata Software Malaysia SDN. BHD (w.e.f. June 13, 2023).
  • 3 Based on the financial performance of the company, the Board at its meeting held today, approved an interim dividend of ₹ 7 per share.
  • 4 Earnings Per Share (EPS) for quarterly and six months period ended September 30, 2023 is not annualised.
  • 5 Sonata Software Limited (Holding Company) allotted 35,053,102 Equity Shares of Re. 1/- each, credited as fully paid as bonus equity shares to the eligible Members of the Holding Company whose names appear in the Register of Members of the Company as on the record date of September 10, 2022 in the ratio of 01 (One) new fully paid-up equity share for every 03 (Three) existing fully paid-up equity shares (1:3). The EPS for all the periods presented have been adjusted to this effect as required by "Ind AS 33: Earnings Per Share".
  • 6 The other equity with respect to each quarter and six months period ended September 30, 2023 represents balance as per the audited consolidated Balance Sheet of the previous year as required by SEBI (Listing and Other Disclosure Requirements) Regulations, 2015.
  • 7 The Board considered, approved and recommended a bonus issue of 1 (one) equity share for every 1 (one) equity share held by Shareholders of the Company as on the record date. The bonus issue of equity shares will be subject to approval by the Shareholders, and any other applicable statutory and regulatory approvals.
8
Unaudited standalone financial results
(₹ in lakhs)
Quarter ended Six months ended Year ended
September 30, 2023 June 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 March 31, 2023
Particulars (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Revenue from operations 24,017 23,487 23,719 47,504 45,570 92,086
Profit before tax 17,468 444 4,315 17,912 14,394 26,417
Profit after tax 16,847 371 3,097 17,218 12,068 22,037

The results for the quarter and six months period ended September 30, 2023, are available on the Company's website at www.sonata-software.com and also on the website of BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, where the shares of the Company are listed.

9 The CEO & MD of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. Information reported to the CODM for the purposes of resource allocation and assessment of segment performance focuses on geographical territory; Accordingly, the reportable segments are "India" and "Other than India"

The consolidated segment wise revenue and results are as follows :

(₹ in lakhs)
Particulars Quarter ended Six months ended Year ended
September 30, 2023 June 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 March 31, 2023
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
1. Segment revenue
a. India 106,109 117,206 88,170 223,315 199,952 485,766
b. Other than India 85,288 85,377 61,798 170,665 127,958 260,087
Total 191,397 202,583 149,968 393,980 327,910 745,853
Less : Inter segment revenue (140) (1,030) (370) (1,170) (426) (941)
Revenue from operations 191,257 201,553 149,598 392,810 327,484 744,912
2. Segment results
Profit before tax and interest and unallocable expenditure
a. India 4,935 4,361 5,012 9,296 9,732 21,148
b. Other than India 11,873 11,013 9,264 22,886 18,113 34,988
Total 16,808 15,374 14,276 32,182 27,845 56,136
Less: Finance costs (2,067) (2,083) (379) (4,150) (752) (1,854)
Add: Unallocable income net of unallocable expenditure 1,910 2,146 936 4,056 2,053 5,446
3. Profit before tax 16,651 15,437 14,833 32,088 29,146 59,728
The consolidated segment wise assets and liabilities are as follows : (₹ in lakhs)
Particulars September 30, 2023 June 30, 2023 September 30, 2022 March 31, 2023
(Unaudited) (Unaudited) (Unaudited) (Audited)
4. Segment assets
a. India 155,017 111,907 135,194 115,386
b. Other than India 302,150 303,439 129,074 283,874
c. Unallocable 27,648 24,002 20,881 36,428
Total assets 484,815 439,348 285,149 435,688
5. Segment liabilities
a. India 151,124 99,192 121,389 114,373
b. Other than India 163,079 171,079 41,863 174,967
c. Unallocable 26,608 25,850 5,425 16,283
Total liabilities 340,811 296,121 168,677 305,623
6. Capital employed (4-5) 144,004 143,227 116,472 130,065

For and on behalf of the Board of Directors

Date : October 25, 2023 Managing Director & CEO

Place : New Jersey, USA Samir Dhir

Sonata Software – International Services Revenue grew by 4.6% QoQ (40% YoY) in USD, and Domestic Gross Contribution grew by 16.5% YoY in INR. Board approved 1:1 bonus issue and interim dividend of ₹ 7 per share.

Consolidated PAT for Q2 FY 23-24 grew by 3% QoQ. Bengaluru, October 25, 2023

Sonata Software, a global IT services and technology solutions company, today reported its unaudited financial results for its 2 nd quarter ended 30 th September 2023.

₹ in Crores
Description For the Quarter ended For the half year ended
30-Sep-23 30-Jun-23 30-Sep-22 QoQ YoY 30-Sep-23 30-Sep-22 YoY
Revenues
International IT Services 670.0 633.8 460.4 6% 46% 1,303.8 897.2 45%
Domestic- Products & Services 1,244.0 1,391.7 1,040.2 -11% 20% 2,635.8 2,383.3 11%
Consolidated 1,912.6 2,015.5 1,496.0 -5% 28% 3,928.1 3,274.8 20%
EBITDA
International IT Services 165.0 150.6 119.3 10% 38% 315.7 235.4 34%
Domestic- Products & Services 56.4 56.4 47.1 0% 20% 112.9 91.1 24%
Consolidated 220.5 206.4 165.7 7% 33% 426.9 325.6 31%
PAT
International IT Services 83.7 79.9 78.6 5% 7% 163.6 154.6 6%
Domestic- Products & Services 40.5 40.2 34.1 1% 19% 80.7 65.9 22%
Consolidated 124.2 120.1 112.7 3% 10% 244.3 220.5 11%

Speaking on the quarterly results Mr. Samir Dhir, MD & CEO of the Company said,

"We are proud and excited to deliver yet another quarter of Industry-leading growth, despite the macro geopolitical issues, economic challenges, and slowdown in tech-spending. Our International services Revenue in USD terms grew 4.6% QoQ. Consolidated PAT for Q2'24 grew 3.4% QoQ. We won our first multi-year AI-enabled business transformation large deal – powered by Sonata's Harmoni.AI."

Speaking on the results Mr. Sujit Mohanty, MD & CEO of Sonata Information Technology Limited said,

"Our domestic products division delivered a good performance during this quarter. Our Gross Contribution grew by 1 % QoQ and 16.5 % YoY. Our Q2 PAT grew by 19% YoY. We successfully renewed all our large multiyear software contracts with our key customers. We will continue focusing on our Multi-Cloud Management offerings and System Integration business to drive future growth."

Performance Highlights for the quarter:

Consolidated:

  • ➢ Revenues at ₹ 1,912.6 crores; YoY growth of 28%
  • ➢ EBITDA at ₹ 220.5 crores; YoY growth of 33%
  • ➢ PAT at ₹ 124.2 crores; YoY growth of 10%
  • ➢ Net Cash and equivalents of approximately ₹ 267 Crores (net of borrowings).
  • ➢ DSO improved to 40 days (Q1'24: 41 days).

International IT Services:

  • ➢ Revenues at ₹ 670.0 crores; YoY growth of 46%
  • ➢ Revenue in USD at 80.9 Million, QoQ revenue growth of 4.6% & YoY 40.0% in USD terms,
  • ➢ EBITDA at ₹ 165.0 crores; YoY growth of 38%
  • ➢ PAT at ₹ 83.7 crores; YoY growth of 7%
  • ➢ DSO improved to 45 days (Q1'24: 46 days)
  • ➢ Four New customer added during the quarter
  • ➢ Overall strategy of delivering outcome-based Modernization services using our Domain-Led and technologybased Modernization anchored by GTMs executed through PlatformationTM.
  • ➢ Strong growth from digital based competencies like Managed cloud services and Digital PlatformationTM Services (Microsoft & Open source) and focused verticals like TMT, Healthcare & Life Sciences, Manufacturing, Retail / CPG/ TTH, BFSI and Emerging.
  • ➢ Our pipeline continues to be healthy and strong through multiple new digital wins from existing and new customers.

Domestic Products & Services:

  • ➢ Revenues at ₹ 1,244.0 crores; YoY growth of 20%
  • ➢ Gross contribution at ₹ 62.4 Crs grew by 16.5% YoY.
  • ➢ EBITDA at ₹ 56.4 crores; YoY growth of 20%
  • ➢ PAT at ₹ 40.5 crores; YoY growth of 19%
  • ➢ DSO improved to 35 days (Q1'24: 36 days)

About Sonata Software

Sonata Software is a leading Modernization Engineering company, powered by its unique Platformation™ framework that brings together industry expertise, platform technology excellence, design innovation and strategic engagement models to deliver sustained value to customers. We partner with Fortune 500 clients to help them reimagine their business processes as part of modernization programs. As part of this phase, we drive business enablement sessions, consulting, and business processes to be aligned with best-in-class industryspecific practices. Our outcome-based Modernization Services include Cloud, Data, Dynamics, Managed Services, Automation and Digital Contact Center. We offer services and solutions around newer technologies like Generative AI, MS Fabric, and other modernization platforms. Sonata has a strong global presence in key regions including US, UK, Europe, APAC, and ANZ. We are a trusted partner of world leading companies in TMT, Retail & CPG. Manufacturing, BFSI and HLS space. Our partner ecosystem boasts of strong relationships with Microsoft, AWS, Salesforce, Snowflake, Google, and Industry partners and is critical to the value we create with our clients.

For further information, please contact:

Nandita Venkatesh Sonata Software Limited CIN - L72200MH1994PLC082110 Tower-A, Sonata Towers, Global Village (Sattva Global City), RVCE Post, Kengeri Hobli, Mysore Road, Bengaluru - 560059, India Tel: +91 80 67781999 [email protected]