9 th August, 2019

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai Kind Attn: Manager, Listing Department Email Id: [email protected] Stock Code - SONATSOFTW

BSE Limited P.J. Towers, Dalal Street Mumbai Kind Attn: Manager, Listing Department Email Id: [email protected] Stock Code - 532221

Dear Sir/Madam,

Sub: Submission of the voting results of the 24th Annual General Meeting (AGM) alongwith Scrutiniser's report

With reference to the captioned subject, we hereby enclose the voting results of 24th Annual General Meeting of the Members of the Company as required under Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Please note that all the resolutions in the Notice dated May 30, 2019 of the 24th Annual General Meeting have been passed by the shareholders with requisite majority.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rules and amendments made thereto, enclosed is the consolidated report of the Scrutiniser on remote e-voting and through ballot paper at the AGM.

The voting results along with Scrutiniser's report will be uploaded on the Company's website www.sonata-software.com and on the website of Karvy Computershare Private Limited at www.karvy.com

Please take the same on record.

Thanking you,

Yours faithfully For Sonata Software Limited Mangal Kulkarni MANGAL KRISHNARAO KULKARNI Digitally signed by MANGAL KRISHNARAO KULKARNI Date: 2019.08.09 14:48:38 +05'30'

Company Secretary and Compliance Officer

Encl: as above

	SONATA SOFTWARE LTD
Date of the AGM/EGM	07-08-2019
Total number of shareholders on record date	42992
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:	Not Applicable
Public:	Not Applicable

Resolution No.
Resolution required: (Ordinary/ Special)		ORDINARY - Adoption of Audited Financial Statements for the Financial Year 2018-19 Including the consolidated Financial Statements.
Whether promoter/ promoter group are
interested in the agenda/resolution?	No
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	% of Votes Polledon outstandingshares (3)=[(2)/(1)]* 100	No. of Votes - in favour (4)	No. of Votes-against (5)	% of Votes infavour on votespolled$(6)=[(4)/(2)]*100$	% of Votes againston votes polled$(7)=[(5)/(2)]*100$
	E-Voting		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
Promoter and Promoter Group	Poll	2,96,23,450		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		2,96,23,450	100.0000	2,96,23,450		100,0000	0.0000
	E-Voting		1,97,13,482	78.9940	1,97,13,482		100.0000	0.0000
Public-Institutions	Poll			0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)	2,49,55,681		0.0000			0.0000	0.0000
	Total		1,97,13,482	78.994	1,97,13,482		100.0000	0.0000
	E-Voting		25,48,533	5.0386	25,43,531		99.9999	0.0000
Public- Non Institutions	Poll		2,40,237	0.4750	2,40,237		100.0000	0.0000
	Postal Ballot (ifapplicable)	5,05,80,175		0.0000			0.0000	0.0000
	Total		27,88,770	5.5136	27,83,768		99,9999	0.0001
	Total	10,51,59,306	5,21,25,702	49.5683	5,21,25,700		100.0000	0.0000

the contract of the contract of the

Albert EN BANGALORE

Resolution No.	2
Resolution required: (Ordinary/ Special)
		ORDINARY - Confirmation of the payment of Interim Dividend of ₹4.75 per equity share i.e. 475 already paid and declare Final Dividend of ₹8.00- per equityshare i.e. 800 for the Financial Year 2018-19.
Whether promoter/ promoter group are
interested in the agenda/resolution?	No
Category	Mode of Voting	No. of sharesheld $(1)$	No. of votespolled (2)	% of Votes Polledon outstandingshares(3)=[(2)/(1)]* 100	No. of Votes - in favour (4)	No. of Votes-against (5)	% of Votes infavour on votespolled(6)=[(4)/(2)]*100	% of Votes againston votes polled(7)=[(5)/(2)]*100
	E-Voting		2,96,23,450	100.0000	2,96,23,450		100,0000	0.0000
Promoter and Promoter Group	Poll	2,96,23,450		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
	E-Voting		1,97,70,699	79.2232	1,97,70,699		100.0000	0.0000
Public- Institutions	Poll			0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)	2,49,55,681		0.0000			0.0000	0.0000
	Total		1,97,70,699	79.2232	1,97,70,699		100,0000	0.0000
	E-Voting		25,48,543	5.0386	25,43,047	496	99.9805	0.0194
Public- Non Institutions	Poll	5,05,80,175	2,40,237	0.4750	2,40,237		100.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		27,88,780	5.5136	27,83,284	496	99.9822	0.0178
	Total	10,51,59,306	5,21,82,929	49.6227	5,21,82,433	496	99.9990	0.0010

$\sim$ $\lambda$

ΩŻ,

$\overline{\epsilon}$

$\approx$

$4446$ SOFTWARE

Resolution No.	3
Resolution required: (Ordinary/ Special)	appointment.	ORDINARY - Appointment of a Director in place of Mr. Viren Raneja DIN 00037592, who retires by rotation and being eligible, offers himself for re-
Whether promoter/ promoter group are
interested in the agenda/resolution?	No
Category	Mode of Voting	No. of shares held (1)	No. of votespolled (2)	% of Votes Polledon putstandingshares(3)=[(2)/(1)]* 100	No. of Votes - in favour (4)	No. of Votes-against (5)	1% of Votes infavour on votespolled$(6)=[(4)/(2)]*100$	% of Votes againston votes polled$(7)=[(5)/(2)]*100$
	E-Voting		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
Promoter and Promoter Group	Poll	2,96,23,450		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
	E-Voting		1,97,70,699	79.2232	1,71,65,908	26,03,791	86.8300	13.1699
Public- Institutions	lPoll	2,49,55,681		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		1,97,70,699	79.2232	1,71,65,908	26,03,791	86,8301	13.1699
	E-Voting		25,48,543	5.0386	25,47,942	601	99.9764	0.0235
Public- Non Institutions	Poll	5,05,80,175	2,40,237	0.4750	2,40,237		100,0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		27,88,780	5.5136	27,83,179	601	99,9784	0.0216
	Total	10,51,59,306	5,21,82,929	49.6227	4,95,73,537	26,04,392	95.0091	4.9909

BANGALORE E BANGALORE

Resolution No.
Resolution required: (Ordinary/ Special)		SPECIAL - Special Resolution for appointment of Mr. Pradip P Shah as an Independent Director
Whether promoter/ promoter group areinterested in the agenda/resolution?	No
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	% of Votes Polledon outstandingshares(3)=[(2)/(1)]* 100	No. of Votes - infavour (4)	No. of Votes-against (5)	% of Votes infavour on votespolled$(6)=[(4)/(2)]*100$	% of Votes againston votes polled$(7)=[(5)/(2)]*100$
	E-Voting		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
Promoter and Promoter Group	Poll	2,96,23,450		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		2,96,23,450	100.0000	2,96,23,450		100.0000	0.0000
	E-Voting		1,95,45,001	78.3188	1,12,47,511	82,97,490	57.5467	42.4532
Public- Institutions	Poll	2,49,55,681		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		1,95,45,001	78.3188	1,12,47,511	82,97,490	57.5467	42.4533
	E-Voting		25,48,524	5.0386	25,43,512	12	99.9995	0.0004
Public- Non Institutions	Poll		2,40,237	0.4750	2,40,237		100.0000	0.0000
	Postal Ballot (ifapplicable)	5,05,80,175		0.0000			0.0000	0.0000
	Total		27,88,761	5.5136	27,83,749	12	99.9996	0.0004
	Total	10,51,59,306	5,19,57,212	49.4081	4,36,59,710	82,97,502	84.0301	15.9699

SOFTWARE

Resolution No.
Resolution required: (Ordinary/ Special)		SPECIAL - Special Resolution for appointment of Ms. Radhika Rajan as an independent Director
Whether promoter/ promoter group areinterested in the agenda/resolution?	No
Category	Mode of Voting	No. of sharesheld (1)	No. of votespolled (2)	% of Votes Polledon outstandingshares (3)=[(2)/(1)]* 100	No. of Votes - infavour (4)	No. of Votes -against (5)	% of Votes infavour on votes polled(6)=[(4)/(2)]*100	% of Votes againston votes polled(7)=[(5)/(2)]*100
	E-Voting		2,96,23,450	100.0000	2,96,25,450		100.0000	0.0000
Promoter and Promoter Group	Poll	2,96,23,450		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		2,96,23,450	100,0000	2,96,25,450		100.0000	0.0000
	E-Voting		1,97,70,699	79.2232	1,95,65,697	2,05,002	98.9631	1.0368
Public- Institutions	l Poll	2,49,55,681		0.0000			0.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		1,97,70,699	79.2232	1,95,65,697	2,05,002	98.9631	1.0369
	E-Voting		25,48,534	5.0386	25,48,527		99.9997	0.0002
Public- Non Institutions	Poll	5,05,80,175	2,40,237	0.4750	2,40,237		100.0000	0.0000
	Postal Ballot (ifapplicable)			0.0000			0.0000	0.0000
	Total		27,88,771	5.5136	27,88,764		99.9997	0.0003
	Total	10,51,59,306	5,21,82,920	49.6227	5,19,77,911	2,05,009	99.6071	0.3929

BANGALORE Stifthelm

PARAMESHWAR G. BHAT

B.Com., LLB, ML, MBA, FCS Company Secretary

496/4, II Floor, 10th Cross Near Bashyam Circle, Sadashivanagar, Bangalore - 560 080 Tel: +91 80 23610847 Telefax: +91 80 41231106 e-mail: [email protected] [email protected]

SCRUTINIZER'S REPORT

[Pursuant to Sections 108 & 109 of the Companies Acl, 2013 and the Companies (Management & Administration) Rules; 2014]

To Mr. Pradip P. Shah Chairman Sonata Software Limited Mumbai

Dear Sir.

I, Parameshwar G. Bhat, Company Secretary in Whole-Time Practice (FCS No. 8860. CP No. 11004), having office at #496/4, 2nd Floor, 10th Cross, Near Bashyam Circle. Sadashivanagar, Bangalore = 560 080, duly appointed as Scrutinizer by Sonata Software Limited for the purpose of scrutinizing the voting through remote e-voting and through Ballot Papers at the 24th Annual General Meeting pursuant to Sections 108 and 109 of the Companies Act, 2013, read with Rule 20 and 21 of the Companies '(Management & Administration) Rules, 2014 as amended from time to time and the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereby furnish my Report to you.

The Management of the Company is responsible to ensure compliance of the requirements of the Companies Act, 2013 and Rules relating to voting through e-voting and Ballot Papers at the Annual General Meeting venue for the resolutions proposed in the notice of 24th Annual General Meeting of the Members of the Company held on 7th August, 2019. My responsibility as a Scrutinizer is to ensure that the voting process is conducted in a fair and transparent manner and is restricted to make a Scrutinizer's Report for the votes casts in "favour" or "against" on the resolutions proposed in the Notice convening the 24th Annual General Meeting of the Company, based on the Report provided by Karvy Fintech Private Limited (Formerly Karvy Computer Share Private Limited), the agency engaged by the Company to provide e-voting facility for voting through electronic means.

In terms of the aforesaid Notice and as per the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the e-voting was kept open for three days from 4th August, 2019 (9.00 A.M. IST) till 6th August, 2019 (5.00 P.M. IST) and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolutions on the e-voting platform.

The Members holding Equity Shares as on the "cut-off date" i.e. 31st July, 2019 were entitled to vote on the resolutions proposed in the Notice calling the 24th Annual General Meeting.

The Ballot register was prepared to record Equity Shareholders' Assent or Dissent, received mentioning the particulars of name, address, folio number or client ID of the Shareholders, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of Ballot Papers which are invalid.

The Ballot Papers received were scrutinized and reconciled with the records maintained by the Registrar and Share Transfer Agent (RTA).

At the end of the voting period on 6th August, 2019 (5.00 P.M. IST), the voting portal of the service provider was blocked forthwith.

The votes casts were unblocked on 7th August, 2019 in the presence of Mr. Anoop MH and Ms. Sahana Bhat who acted as witnesses as prescribed under sub-rule 3(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended.

Thereafter, the details containing inter alia, the list of the Members, who voted "for" or "against" on each of the resolutions that were put to vote, were derived from the Ballot Papers as received and the report generated from the e-voting website of Karvy Fintech Private Limited i.e. www.evoting.karvy.com and based on such reports,

a. 169 (Folio wise) members have cast their votes through remote e-voting.
b. 17 (Folios wise) members have cast their votes through Ballot Papers at the Annual General Meeting.

The brief analysis of the results of the remote e-voting and Ballot Papers are as under:

$\overline{2}$

ORDINARY BUSINESS:

Item No.1: Adoption of Audited Financial Statements for the Financial Year 2018-19 (Including the consolidated Financial Statements):

Ordinary Resolution:

Particulars			No. of votes contained in				Percenta
	Remote E-voting		Ballot Papers		Total	ge onValidvotes
	No ofmembers voted	No. ofVotes cast(shares)	No ofmembersvoted	No. ofVotescast(shares)	No ofmembers voted	No. of Votescast(shares)
Assent	165	51885463	16	240237	181	52125700	99.99
Dissent	$\overline{2}$	2	$\Omega$	$\Omega$	2	$\overline{2}$	0.01
Total	167	51885465	16	240237	183	52125702	100.00
Abstained/Invalid*	$\overline{2}$	`57227	1		3	57228	NA

Item No. 2: Confirmation of the payment of Interim Dividend of Rs. 4.75 per equity share (i.e. 475%) already paid and declare Final Dividend of Rs. 8 per equity share (i.e.800%) for the Financial Year 2018-19:

Ordinary Resolution:

Particulars				No. of votes contained in			Percentage on Valid
	Remote E-voting			Ballot Papers		Totalvotes
	No. ofmembers voted	No. ofVotes cast(shares)	No. ofmembersvoted	No. ofVotescast(shares)	No. ofmembers voted	No. ofVotes cast(shares)
Assent	166	51942196	16	240237	182	52182433	99.99
Dissent	3	.496	$\mathbf 0$	U	3	496	0.01
Total	169	51942692	16	240237	185	52182929	100.00
Abstained/Invalid	$\mathbf{O}$	$\Omega$					NA

Item No. 3: Appointment of a Director in place of Mr. Viren Raheja (DIN: 00037592), who retires by rotation and being eligible, offers himself for re- appointment:

Ordinary Resolution:

Particulars				No. of votes contained in			Percentag
	Remote E-voting			Ballot Papers	Total	e on Validvotes
	No. ofmembers voted	No. ofVotes cast(shares)	No. ofmembersvoted	No. ofVotescast(shares)	No. ofs voted	No. ofmember Votes cast(shares)
Assent	138	49338300	16	240237	154	49578537	95.01
Dissent	31	2604392	0	$\Omega$	31	2604392	4.99
Total	169	51942692	16	240237	185	52182929	100.00
Abstained/Invalid*	0	0					NA

SPECIAL BUSINESS:

Item No. 4: Re-appointment of Mr. Pradip P Shah (DIN: 00066242) as an Independent Director of the Company for five consecutive years commencingfrom 11th August, 2019 up to 10th August, 2024, not liable to retire by rotation:

Special Resolution:

Particulars			No. of votes contained in				Percenta
$\left( 0 \right)$	Remote E-voting		Ballot Papers		Total	ge onValidvotes
	No. of	No. of	No. of	No. of		No. of No. of Votes
	memb	Votes cast	members	Votes	member	· cast
	ers	(shares)	voted	cast	s voted	(shares)
	voted			(shares)
Assent	92	43419473	16	240237	108	43659710	84.03
Dissent	75	8297502	$\Omega$	0	75	8297502	15.97
Total	167	51716975	16	240237	183	51957212	100.00
Abstained/Invalid*	$\overline{2}$	225717			3	225718	NA

Item No. 5: Re-appointment of Ms. Radhika Rajan (DIN: 00499485) as an Independent Director of the Company for five consecutive years commencing from 13th August, 2019 upto 12th August, 2024, not liable to retire by rotation: Special Resolution:

			No. of votes contained in				Percenta
Particulars	Remote E-voting			Ballot Papers	Total	ge onValidvotes
	No. ofmembersvoted	No. ofVotes cast(shares)	No. ofmembersvoted	No. ofVotescast.(shares)	membersvoted	No. of No. of Votescast(shares)
Assent	161	51737674	16	240237	177	51977911	99.61
Dissent	7	205009	0	0		205009	0.39
Total	168	51942683	16	240237	184	52182920	100.00
Abstained/Invalid	1	9	1		$\overline{2}$	10	NA

* One share holder exercised his vote partially and abstained from voting for his partial holding. However as the same is not prohibited under the Act, the votes cast by the said shareholder has been taken in to account accordingly.

Based on the foregoing, the resolution numbers from 01 to 05 may be deemed to have been passed by requisite majority.

All the relevant records relating to e-voting and Polling Papers are under my safe custody and will be handed over to the Company Secretary of the Company for preserving safely.

Thanking You Yours Sincerely

Parameshwar G.Bhat

Practising Company Secretary FCS No.: 8860 C. P. No.: 11004

Sahana Bhat

5 For SONATA SOFTWARE AIMITED

Date: 08.08.2019 Place: Bengaluru

Witnesses:

Anoop MH

AI assistant

Sonata Software Ltd. Declaration of Voting Results & Voting Rights Announcements 2019

60845_rns_2019-08-09_435abad1-4a52-413a-bc6c-92b24270c84e.pdf