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Directors Report of AXISCADES Technologies Ltd.

Mar 31, 2023

BOARD''S REPORT

To,

The Members,

Your Directors have pleasure in presenting the Thirty Third (33rd) Annual Report on the business and operations of the Company,
along with the audited financial statements for the financial year ended March 31, 2023. The Consolidated performance of the
Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Total income	28,469.98	18,402.64	82,758.05	61,940.02
Total expenditure (before interest & depreciation)	24,235.00	16,675.14	67,605.69	53,966.99
Earnings before interest, depreciation, amortization and extra-ordinary items	4,079.85	1,522.93	13,754.78	6,873.78
Interest & finance charges	3,342.48	1,171.56	3,589.98	1,575.41
Depreciation & amortization	1,093.65	950.96	2,651.83	2,506.06
Earnings/before Tax and Exceptional Items	(201.15)	(395.02)	8,910.55	3,891.56
Share in net profit/(Loss) of associate	-	-	(4.41)	(45.82)
Exceptional item	(1,664.87)	750.42	(6,803.74)	(169.34)
Profit/(Loss) before Tax (PBT)	(1,866.02)	355.40	2,102.40	3,676.40
Provision for Tax - Current & Deferred	116.85	47.52	2,582.22	1,408.49
Net Profit/(Loss) after Tax (PAT)	(1,982.87)	307.88	(479.82)	2,267.91
Minority Interest	-	-	43.43	44.59
Profit/(loss) for the period	(1,982.87)	307.88	(523.25)	2223.32
EPS
Basic	(5.21)	0.81	(1.37)	5.86
Diluted	(5.21)	0.80	(1.37)	5.76

PERFORMANCE REVIEW

During the financial year 2022-23, the Company achieved
33.7% growth in overall revenue. Its key verticals, namely,
Aerospace, Product Engineering Services and Product &
Solutions grew by 44.3%, 33.5% and 51.3% respectively. Our
recent foray in the automotive & energy segments is scaling
up well. Both segments have delivered robust growth, north
of 50% in this fiscal year. Going forward, both these segments
will grow substantially and will form significant portion of our
revenue. The Engineering design services revenue has grown by
28.8% Y-o-Y and the Strategic Technology Solutions vertical by
51.3%. In FY23, the Company has made considerable progress,
in de-risking the business, with three-pronged approach of
''vertical diversification, customer diversification and digital first''
and it will continue to execute its strategy in coming years. In
FY24, our focus will be to further consolidate our business, to
make it more sustainable and profitable.

FINANCIAL HIGHLIGHTS - STANDALONE

Total Income increased by 54.71% in 2022-23 to '' 28,469.98
lakhs. EBIDTA increased by 167.9% to '' 4,079.85 lakhs and
Loss before tax and exceptional items is '' (201.15) lakhs
in 2022-23. Net loss after tax stood at '' 1,982.87 lakhs in
2022-23.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

Total Income increased by 33.61% to '' 82,758.05 lakhs in
2022-23. EBIDTA increased by 100.1% to '' 13,754.78 lakhs
in 2022-23. Profit before tax and exceptional items increased
from '' 3891.56 lakhs to '' 8,910.55 lakhs in 2022-23. Net
Profit/(loss) after tax, before minority interest, Decreased by
(123.5)% to '' (523.25) lakhs in 2022-23.

RESERVES

The Company has not transferred any amount to its general
reserves for the Financial Year ended March 31, 2023.

DIVIDEND

Considering need for conservation of funds for catering to
the growth plans of the Company, your Directors consider it
expedient to pass over dividend for 2022-23.

In terms of Regulation 43A of the SEBI (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 our
website at https://www.axiscades.com/investors_data/corp_
policy/DividendDistributionPolicy_18Aug2023.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 form part of
the Notes to the financial statements provided in the Annual
Report and furnished as Annexure-1.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits
and as such no amount on account of principal or interest on
public deposits under Section 73 of the Companies Act, 2013,
read with Companies (Acceptance of Deposits) Rules, 2014 was
outstanding as on the date of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The Company''s shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE). Stock
performance and stock data of the Company are furnished in
the section on Corporate Governance.

During the financial year 2022-23, the Company has allotted
89,000 equity shares under ESOP Plan which were listed on
NSE and BSE vide letters NSE/LIST/2022/31324 and LOD/ESOP/
TP/No.90/2022-2023 and 196,280 equity shares listed on NSE
and BSE vide letters NSE/LIST/2022/33763 and LOD/ESOP/TP/
No.197/2022-2023 respectively.

DEBENTURES

During the year 2022-23, the Company has raised an amount
of ''145 crores by way of issuance of Unlisted, Unrated,
Secured, Redeemable, Non-convertible Debentures on a Private
Placement basis.

The outstanding number of Non-Convertible Debentures as on
31st March 2023 is 1,450.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act
2013 are furnished in the prescribed form AOC-2 as Annexure
I to this Report. All transactions with the related parties during
the financial year were in the ordinary course of business. The
transactions have been approved by the Audit Committee, the
Board and the Shareholders, wherever required. Your attention
is drawn to the Notes to the financial statements, in this respect.

The Company has not entered into transactions with related
parties, which are considered material in accordance with the
policy of the Company on material related party transactions
formulated as per the requirements of Listing Regulations. The
Policy on materiality and dealing with related party transactions
formulated and approved by the Board is posted on the website
of the Company and is accessible at www.axiscades.com.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting
the financial position of the Company, which occurred between
the financial year end and the date of this report, save and
except for the following:

The Company entered into a Share Purchase Agreement
(''SPA'') on December 1, 2017, to acquire 100% stake in
Mistral Solutions Private Limited (''MSPL'') along with its
subsidiaries (''MSPL Group'') in a phased manner. MSPL Group is
headquartered in Bengaluru, India and is engaged in rendering
end to end services for product design and development in
the embedded space. The Company acquired control on MSPL
effective December 01, 2017.

The Company believed that Explosoft did not take steps
that were required by Explosoft to diligently prosecute the
application for merger before the NCLT Mumbai so as to bring
it to completion and accordingly the claim for interest by
Explosoft was not tenable.

The Company had initiated arbitration proceedings against
shareholders of MSPL and the Arbitral Tribunal vide its interim
order dated August 28, 2020 had directed to maintain the
status quo with respect to shareholding in MSPL and had
ordered shareholders of Mistral not to seek dismissal or
rejection of abovementioned application for merger till further
orders are issued by the Arbitral Tribunal. Additionally, both the
parties were ordered to maintain status quo with respect to the
existing constitution of the Board of Directors of MSPL.

During the year, the Company received ''interim final award''
dated 21st May, 2022 from Arbitral Tribunal in which the
Tribunal passed concluding directions directing, both the
Company and the Second Party (Explosoft Tech Solutions Pvt
Ltd, the promoters of Mistral and Mistral Solutions Pvt Ltd)
to specifically perform their respective obligations under the
Definitive Agreements to ensure completion of acquisition of
100% of the shares of Mistral by AXISCADES Technologies Ltd,
in accordance with specified timelines in the interim final award
read with orders subsequently passed by the Arbitral Tribunal.

Accordingly, the Company completed of the acquisition in
accordance with the directions of the Arbitral Tribunal.

The Company acquired Mistral Solutions Private Limited with
the acquisition of 100% shares of Explosoft Tech Solutions
Private Limited on 22nd December 2022, which held 16,79,359
equity shares (41.28% of equity share capital) of Mistral.
Accordingly, Explosoft became a wholly owned subsidiary of
AXISCADES Technologies Limited.

The Arbitration Tribunal, vide its Final Award, dated January 13, 2023, terminated the Arbitration Proceedings recording that both
parties submitted and declared that all disputes between them have been settled with the performance of/compliance with the
declarations and directions in the Interim Final Award dated May 21, 2022.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation 2015, a detailed chapter on Management discussion and analysis highlighting the Company''s strategy,
business environment, operations, performance, risks and outlook is provided separately in this Annual Report.

BUSINESS STRUCTURESUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Sl. No	Name of the subsidiary	Location/Country	%age Shareholding
1.	AXISCADES Inc.	Peoria, Illinois USA	100%
2.	AXISCADES UK Ltd.	Leicestershire, UK	100% shares held by AXISCADES Inc.
3.	AXISCADES Technology Canada Inc.	Montreal, Quebec, Canada	100%
4.	Axis Mechanical Engineering Design (Wuxi) Co. Ltd.	Wuxi City, China	100%
5.	AXISCADES GmbH	Germany	100%
6.	Mistral Solutions Inc.	USA	100% shares held by Mistral Solutions Pvt. Ltd.

Indian Subsidiaries

Sl. No	Name of the subsidiary		Location/Country	%age Shareholding
1.	Cades Studec Technologies (India) Private Limited (CSTI)		Bengaluru, India	76%
2.	AXISCADES Aerospace & Technologies Pvt. (ACAT)	Ltd.	Bengaluru, India	100%
3.	AXISCADES Aerospace Infrastructure Pvt. (AAIPL)	Ltd.	Bengaluru, India	100 % shares are held by ACAT
4.	Enertec Controls Limited (ECL)		Bengaluru, India	51.84 % shares are held by ACAT and 48.16% shares are held by AAIPL
5.	Mistral Solutions Pvt. Ltd.		Bengaluru, India	99.20%
6.	Aero Electronics Pvt. Ltd.		Bengaluru, India	100% shares held by Mistral Solutions Pvt. Ltd.
7.	Mistral Technologies Pvt. Ltd.		New Delhi, India	100% shares held by Mistral Solutions Pvt. Ltd.
8.	Explosoft Tech Solutions Pvt. Ltd.		Mumbai, India	100%

During the year, in view of changed circumstances and subsequent experience, the Joint Venture with ASSYSTEM AXISCADES
Engineering Pvt. Ltd was not beneficial to either parties hence the Joint Venture Agreement was terminated on 12^th July 2022
with mutual consent.

A report on the performance and financial position of each of the subsidiaries as per rule 8(1) of Companies (Accounts) Rules 2014
is furnished under the statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached to
this Report as Annexure II, pursuant to Section 129(3) of Companies Act 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of subsidiaries
have been placed on the Company''s website at www.axiscades.com. The copies of these documents will be sent if requested by
any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for
inspection at the Registered Office of the Company during business hours on working days.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of Companies Act 2013 read with Indian Accounting Standards (IND AS) 21, 23 and
27, the audited Consolidated Financial Statements are furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENTBOARD OF DIRECTORS

Induction and cessation of Directors and KMPs during the year:

Sl No	Name of the Director/KMP	Category	Appointment / reappointment / Cessation	Date
1	Mr. Abhishek Kumar	Non-Executive, Non-Independent	Cessation	03-06-2022
2	Mr. Desh Raj Dogra	Non-Executive, Independent	Re-appointment	27-09-2022
3	Mr. Dhiraj Mathur	Non-Executive, Independent	Re-appointment	27-09-2022
4	Mr. Sudhakar Gande	Non-Executive, Non-Independent	Cessation	05-01-2023
5	Mr. Venkatraman Venkitachalam	Non-Executive, Non-Independent	Appointment	06-01-2023
6	Ms. Mariam Mathew	Non-Executive, Independent	Re-appointment	12-02-2023

HUMAN RESOURCES DEVELOPMENT

In our constant quest to be a customer focused, performance
driven and future ready organization, the Company is
committed to build an environment, where employees are
inspired to deliver and achieve excellence. The Human Resource
Policy of the Company is focused on attracting, building and
retaining the best talent. Towards this, the Company continues
to explore and implement best practices in Hire to Retire Cycle,
the Company''s particular focus is on training and development
of its Employees, to develop their skills, grow in their career and
be future ready. Needless to say, the Company is committed
to provide a safe and healthy work environment to all its
employees.

The Company has 2,685 employees on a consolidated basis as
of March 31, 2023.

EMPLOYEE BENEFIT SCHEME

The Company has ESOP Scheme - AXISCADES ESOP 2018-
Series 1 and AXISCADES ESOP 2018- Series 2 which are in
compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and are effective from April
1, 2018.

Further the pool of ESOPs was increased by 26,43,167 by way
of variation in the terms of existing ESOP schemes series (clause
14.1 & 14.3), which became effective on receiving shareholders''
approval in the Annual General Meeting held on September 28,
2021.

The applicable disclosures in compliance with Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and Rule 12 of companies (Share Capital and
Debentures) Rules, 2014 are set out and enclosed as Annexure
III and the Report of Independent Auditor on AXISCADES ESOP
2018- SERIES 1 & 2 is enclosed as Annexure IV.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of The Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as Annexure V to this Report.

The statement of particulars of employees pursuant to Rule 5(2)
of Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is attached as Annexure VI to this
Report.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under
Schedule V of the SEBI (LODR) Regulations 2015 is attached
and forms part of the Annual Report. A Certificate from the
Auditors of the Company as regards of compliance of conditions
of corporate governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of Directors met 10 (ten) times during the financial
year. The dates, attendance and other particulars of the
meetings are furnished in the Report on Corporate Governance
attached to this Report. The intervening gap between any two
meetings was within the limit prescribed by the provisions of
Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 3 members namely, Mr. Desh
Raj Dogra, Mr. Dhiraj Mathur, Independent Directors and Mr.
David Bradley, Non-Executive Director. The Chairman of the
Audit Committee is an Independent Director.

All the recommendations made by the Audit Committee during
the year have been accepted by the Board.

The Company has also constituted Nomination and
Remuneration Committee and Stakeholders Relationship
Committee. The Risk Management Committee was constituted
on May 06, 2023 as required under the provisions of Companies
Act, 2013 and also as required under Listing Regulations and
the composition, scope of their functions, responsibilities etc.
are given in the Corporate Governance Section, which forms
part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors under Section 149(7) of the Companies Act, 2013
read together with Companies Amendment Act, 2017, to the
effect that they meet the criteria of independence as laid down
in section 149(6) of the Companies Act, 2013 read together
with any amendment thereto and that their names have
been included in the databank of Independent Directors and
are compliant with the prescribed regulations. The terms and
conditions of appointment of Independent Directors are placed
on the website of the Company at www.axiscades.com.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

The Board of Directors have carried out an annual evaluation
of its own performance, Board Committees and individual
directors pursuant to the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015.

The performance of the Board and its committees were
evaluated by the Board / Committee after seeking inputs from
all the directors/ members on the basis of the criteria and
framework adopted by the Board. The evaluation process has
been explained in the Corporate Governance Report section of
the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates
the Whistle blower policy provides a formal mechanism to
all Directors and employees to approach the Chairman of
the Audit Committee and make protective disclosures about
unethical behavior, actual or suspected fraud or violation
of the Company''s Code of Conduct or ethics policy. The
Whistle Blower Policy is an extension of the Company Code
of Conduct, which requires every employee to promptly report
to the Management any actual or possible violation of the
Code or an event he is aware of, that could affect the business
or reputation of the Company. The disclosures reported are
addressed in the manner and within the time frames prescribed
in the Policy. No personnel of the Company were denied access
to the Chairman of the Audit Committee. The Whistle blower
policy which also describes the mechanism may be accessed on
the Company''s website at www.axiscades.com.

POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION

The Company''s policy on Directors'' appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and the policy
on remuneration of directors, key managerial personnel and
other employees formulated pursuant to Section 134(3)(e) and
178(3) of the Companies Act, 2013 are furnished in Annexure
VII.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk
Management Policy which focuses on identification of various
elements of risks, if any, which in the opinion of the Board, may
threaten the existence of the Company.

The Company has a risk identification and management
framework appropriate to its size and the environment under
which it operates. The risk management process involves
identification and periodic assessment of potential risks
and their impact on the operations, profitability, growth
and continuity of the business and focuses on risk elements
pertaining to competitive position in the key market segments,
business environment, statutory and regulatory changes,
global economy and business scenario, Currency exchange
rate fluctuations, resource constraints etc. and initiating timely
preventive as well as remedial actions.

Reporting and control mechanisms ensure timely information
availability and facilitates proactive risk management. These
mechanisms are designed to cascade down to the level of line
managers so that risk at the transaction level is identified and
steps are taken towards mitigation in a decentralized fashion.

Risks are being continuously monitored in relation to
business strategy, operations and transactions, statutory/legal
compliance, financial reporting, information technology system
etc. based on the inputs from both external and internal sources
like key incidents, Internal audit findings etc.

The Risk Management Committee is responsible for monitoring
risk levels on various parameters and the senior management
group ensures implementation of mitigation measures, if
required. The Audit Committee has additional oversight in the
area of financial risks and controls.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

In order to prevent sexual harassment of women at work
place your Company has adopted a Policy for prevention of
Sexual Harassment of Women at Workplace and has proper
mechanism to control the same, which is commensurate with
the nature and size of the business of the Company. During the
financial year 2022-23, no complaints have been received. The
Company has an Internal Complaints Committee in compliance
with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134(3)(c) of the
Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts the applicable
accounting standards have been followed along with
proper explanation relating to material departures; if any

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

c. they 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. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

5. AUDITORS AND AUDITORS'' REPORTSTATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No. 101049W/E300004), were re-appointed
as Auditors of the Company by the shareholders at the 32nd
Annual General Meeting (AGM) held on September 27, 2022 to
hold office til the conclusion of the 37^th AGM of the Company.
Hence, they will continue to be the Statutory Auditors of the
Company.

The Auditors'' Report does not contain any qualification,
reservations or adverse remarks. The Auditors'' Report is
enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed
M/s Anant B. Khamankar & Co., Company Secretaries, to
undertake Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report of the Company
and its material subsidiaries for the FY23 are attached as
Annexure VIII which forms part of this report. Secretarial
Audit Report does not contain any qualification, reservation or
adverse remark.

Details in respect of frauds reported by Auditors
other than those which are reportable to the Central
Government

The Statutory Auditors and the Secretarial Auditors of the
Company have not reported any frauds to the Audit Committee
or to the Board of Directors under section 143(12) of the
Companies Act, 2013, including rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company dissolved its Corporate Social Responsibility
Committee in its Board Meeting held on June 1 1, 2021
pursuant to the amendment in CSR Rules and Section 135 of
the Companies Act, 2013. The policy has been posted and is
accessible on the Company''s website at www.axiscades.com.

The salient features of which are as under:

â¢ CSR activities are based on three broad indicators of
development namely Human Capital, Social Capital,
Economic Capital

â¢ We recognize the need to work in partnership with other
players as well.

â¢ The Board is responsible to formulate and recommending
changes to the policy indicating the activities to be
undertaken including Monitoring and reviewing CSR
activities

â¢ Transparent Monitoring

The annual report on CSR activities is furnished in Annexure
IX to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

In pursuance of Regulation 34 of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report describing
the initiatives taken by the Company from an environmental,
social and governance perspective is enclosed as Annexure X
to this report.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the
regulators or courts which would impact the going concern
status of the Company and its future operations.

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2023,
prepared pursuant to Section 92 of the Companies Act 2013
and the Rules made thereunder, in Form MGT-7 is available on
the website of the Company at https://www.axiscades.com/
investors_data/annual_report/ACTL-Annual_ReturnFY2022-23.
pdf

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures.

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars pursuant to Rule 8(3) of Companies (Accounts)
Rules 2014, are given below:

Conservation of Energy

Being an Information Technology Company, the Company''s
operations are not energy intensive. However, adequate
measures have been taken to conserve energy by introducing
improved operational methods. The Company in its initiative to
be ISO14001 - Environmental Management System compliant,
is adhering to the provisions of E-Waste (Management and
Handling) Rules 2011 and Batteries (Management and Handling)
Rules 2011, by efficiently managing the AC installations,
replacing PC''s by VPC and recycling of paper etc.

FY 2022-23

FY 2021-22

Foreign Exchange Earnings (actual inflows)
Foreign Exchange Outgo (actual outflows)

22,741.03

4,271.10

14,449.07

5,698.35

Technology Absorption

The Company does not have any imported technology. Since the requirements of the technology business are changing constantly,
your Company has sought to focus on critical in-house technologies and processes, which are likely to create value in the
foreseeable future.

7. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2023.

8. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the
intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals
depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by
taking into account all relevant factors before making any investment decision.

9. GREEN INITIATIVES

With reference to the MCA circular dated December 28, 2022 read with and SEBI circular dated January 05, 2023, this year the
Company is dispensed with the printing and dispatch of Annual Reports to the Shareholders. Electronic copies of the Annual
Report are sent to all the members whose email address are so registered.

10. ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the co-operation and support extended by Clients, Vendors, Investors and
Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad
& Bengaluru and other industry forums and agencies like NASSCOM and look forward to their continued support in the future.
Your Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at
all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Arun Krishnamurthi David Bradley

Place: Bengaluru Chief Executive Officer and Managing Director Chairman and Non-Executive Director

Date: May 25, 2023 DIN: 09408190 DIN: 08380717

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company, together with the Financial Statement of the Company, for the financial year (FY) ended March 31, 2018. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

(Rs. lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total income	23,951.76	24,133.69	53,422.69	50,136.81
Total expenditure (before interest & depreciation)	22,646.79	20,956.09	50,157.13	44,799.69
Earnings before interest, depreciation, amortization and extra-ordinary items	1,304.97	3177.60	3,265.56	5,337.12
Interest & finance charges	720.32	170.15	1,368.97	1,286.12
Depreciation & amortization	1370.11	992.97	1,876.32	1,220.18
Earnings before Tax and Exceptional Items	(785.46)	2014.48	20.27	2,830.82
Exceptional item	298.69	45.33	298.69	(52.34)
Profit before Tax (PBT)	(1084.15)	1969.15	(278.42)	2883.16
Provision for Tax - Current & Deferred	(142.34)	678.06	502.78	142.82
Net Profit after Tax (PAT)	(941.81)	1291.09	(781.20)	1454.93
Minority Interest	0.00	0.00	43.78	43.27
Profit for the year	(941.81)	1291.09	(824.98)	1411.66

PERFORMANCE REVIEW

The Company continued to be engineering partners to clients in aerospace, heavy engineering, industrial products and auto industry. Companyâs engineering services revenue has grown in both Heavy Engineering and Aerospace verticals with uptick in global infrastructure segment. Defense vertical along with Mistral acquisition is showing positive momentum with domestic defense contracts in the production stage across various research labs. The revenue performance during fourth quarter was upbeat, though skewed. The margins however got impacted due to difficulties faced with two clients coupled with higher cost during the quarter due to organizational restructuring. The Management is seized of the matter and has taken cost reduction initiatives. The impact of these steps should be visible in the next few quarters.

FINANCIAL HIGHLIGHTS - STANDALONE

Total Income decreased marginally to Rs. 2,395.17 Million in 2017-18. EBIDTA decreased by 58.9 % to Rs. 130.50 Million in 2017-18. Loss before tax and exceptional items is Rs. (78.54) Million in 2017-18. Net loss after tax is Rs. (94.18) Million in 2017-18.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

Total I ncome increased by 6.55 % to Rs. 5342.69 Million in 2017-18. EBIDTA decreased by 38.81 % to Rs. 326.56 Million in 2017-18. Profit before tax and exceptional items decreased by 99.28 % to Rs. 2.03 Million in 2017-18. Net Profit after tax decreased by 158.44% to Rs. (82.50) Million in 2017-18.

RESERVES

The Company has not transferred any amount to its reserves for the Financial Year ended March 31, 2018.

DIVIDEND

Considering need for conservation of funds for catering to the growth plans of the company, your Directors consider it expedient to pass over dividend for 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The Companyâs shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Stock performance and stock data are furnished in the section on Corporate Governance.

During the financial year the Company has not issued any shares and therefore there is no change in the Share Capital of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act 2013 are furnished in the prescribed form AOC 2 as Annexure I to this Report. All transactions with the related parties during the financial year were in the ordinary course of business. The transactions have been approved by the Audit Committee and the Board, if required. Your attention is drawn to the Notes to the financial statement.

The Company has not entered into any transaction with related parties which can be considered material in accordance with the policy of the Company on material related party transactions formulated as per the requirements of Listing Regulations. The Policy on materiality and dealing with related party transactions formulated and approved by the Board is posted on the website of the Company and is accessible at www.axiscades.com

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the financial year end and the date of this report. However, the company has agreed to acquire Mistral Solutions Pvt. Ltd. (MSPL) in a phased manner, where by, in phase I (which was completed on 15th December 2017) it acquired 43% stake in MSPL by way of share acquisition from its existing shareholders and in Phase II by way of Scheme of Amalgamation of the Shareholder Company of MSPL. The said Scheme was filed with the Stock Exchanges for their approval and Company has received the observation letters from the Stock Exchanges dated 26th April 2018 with no adverse remarks. The same is filed with the National Company Law Tribunal.

MANAGEMENT DISCUSSION AND ANALYSIS

I n terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015, a detailed chapter on Management discussion and analysis highlighting the Companyâs strategy, business environment, operations, performance, risks and outlook is provided separately in this Annual Report.

BUSINESS STRUCTURE SUBSIDIARIES

The Company has the following subsidiaries: Overseas Subsidiaries

Sl. No	Name of the subsidiary	Location/Country	%age Shareholding
1	AXISCADES Inc. (formerly Axis Inc.)	Peoria, Illinois USA	100%
2	AXISCADES UK Ltd. (formerly Axis EU Europe Ltd.)	Leicestershire, UK	100% shares held by AXISCADES Inc.
3	AXISCADES Technology Canada Inc. (Formerly Cades Technology Canada Inc.)	Montreal, Quebec, Canada	100%
4	Axis Mechanical Engineering Design (Wuxi) Co Ltd	Wuxi City, China	100%
5.	AXISCADES GmbH	Germany	100%
6.	Mistral Solutions Inc.	USA	100% shares held by Mistral Solutions Pvt. Ltd.
7.	Mistral Solutions PTE Ltd.	Singapore	100% shares held by Mistral Solutions Pvt. Ltd.

Indian Subsidiaries

Sl. No	Name of the subsidiary	Location/Country	%age Shareholding
1	Cades Studec Technologies (India) Private Limited (CSTI)	Bengaluru, India	76%
2.	AXISCADES Aerospace & Technologies Pvt. Limited (ACAT)	Bengaluru, India	100%
3.	AXISCADES Aerospace Infrastructure Private Limited (AAIPL)	Bengaluru, India	99.99% shares are held by ACAT
4.	Enertec Controls Limited (ECL)	Bengaluru, India	51.84 % is held by ACAT and 48.16% by AAIPL
5.	Mistral Solutions Pvt. Ltd.	Bengaluru, India	43 % is held by ACETL and 44.22 % is held by Explosoft Tech Solutions Pvt. Ltd.
6.	Aero Electronics Pvt Ltd.	Bengaluru, India	100% shares held by Mistral Solutions Pvt. Ltd.
7.	Mistral Technologies Pvt Ltd.	New Delhi, India	100% shares held by Mistral Solutions Pvt. Ltd.

There are no associate companies within the meaning of section 2(6) of the Companies Act, 2013.

A report on the performance and financial position of each of the subsidiaries as per rule 8(1) of Companies (Accounts )Rules 2014 is furnished under the statement containing salient features of financial statements of subsidiaries in Form AOC 1 is attached to this Report as Annexure II, pursuant to Section 129(3) of Companies Act 2013.

I n accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of subsidiaries have been placed on the Companyâs website at www.axiscades.com. The copies of these documents will be sent if requested by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for inspection at the Registered Office of the Company during business hours on working days.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of Companies Act 2013 read with Accounting Standards (AS) 21, 23 and 27, the audited Consolidated Financial Statements are furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS

Retirements and Reappointments

I n the ensuing Annual General Meeting, Mr. Sidhartha Mehra, Director retires by rotation, and being eligible, offers himself for re-appointment

The Directors recommend his re-appointment at the ensuing Annual General Meeting.

No independent director is liable to retire at the ensuing Annual General Meeting (AGM).

Mr. Sidhartha Mehra & Mrs. Vimmi M Trehan were regularized as Directors in the Annual General Meeting held on 24th August 2017. Subsequently, Mrs. Vimmi M Trehan resigned from the Directorship with effect from 14th September 2017 due to her poor health condition.

Induction and cessation of Directors and KMP

Sl No	Name of the Director	Category	Date of Appointment / reappointment	Date of Approval by Shareholder	Date of Resignation / cessation
1.	Mr. Sidhartha Mehra	Non- Executive Director	10.08.2016	24.08.2017	-
2	Mr. Mritunjay Singh	CEO & Executive Director	02.01.2018	31.03.2018	-
3.	Ms. Mariam Mathew	Independent Director	13.02.2018	31.03.2018	-
3	Mrs. Vimmi M. Trehan	Independent Director	30.03.2015 Reappointed on 11.03.2017	24.08.2017	14.09.2017
4.	Mr. Valmeekanathan S	Non- Executive Director	25.02.2014	09.09.2014	Resigned as CEO w.e.f. 8.01.2017 & as Director w.e.f. 13.09.2017
5.	Mr. Kedarnath Choudhury	Non- Executive Director	31.10.2008	-	30.05.2018

HUMAN RESOURCES DEVELOPMENT

The Company is committed to build an environment where employees are inspired to achieve excellence in their area of functioning. The Human Resource Policy of the Company is focused on attracting, building and retaining best talents. In this direction the Company has taken several Human Resource initiatives. training and employee development programs are put in place. Companyâs Policy commits to provide safe and healthy work environment to all the employees.

The Employee strength of the company, on consolidated basis stood at 2100 employees during the year end.

EMPLOYEE BENEFIT SCHEME

The Company approved the ESOP Scheme -AXISCADES Engineering ESOP 2018 -Series 1 & AXISCADES Engineering ESOP 2018 âSeries 2 on 31 March 2018 which are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and are made effective from 1 April 2018. Thus, as on 31 March 2018, no stock options were granted under the Scheme.

The Company is in the process of obtaining in-principal approval from the Stock Exchanges. In this regard, the Company has received certificate from the Companyâs Auditor as per Annexure III and Registered Merchant Banker confirming the Plan is as per SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures in compliance with Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Rule 12 of companies (Share Capital and Debentures) Rules, 2014 are set out below:

Particulars	AXISCADES Engineering ESOP 2018 -Series 1	AXISCADES Engineering ESOP 2018 -Series 2
A. Description of each Employee Stock Option Plan/Scheme that existed at any time during the year, including the general terms and conditions of each such Scheme/Plan
a) Date of shareholdersâ approval	31 March 2018
b) Total number of options approved under ESOS	15,10,381	15,10,381
c) Vesting requirements	Not less than 1 year from date of grant and maximum period in which the options shall be vested shall be within five years from the date of grant.	Not less than 1 year from date of grant and maximum period in which the options shall be vested shall be within four years from the date of grant.

d)	Exercise price or pricing formula	The exercise price shall be decided by the Board or the Compensation Committee in line with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and any other applicable guidelines.
e)	Maximum term of option granted	Exercise period would be eight years from the date of grant of options
f)	Source of shares (primary, secondary or combination	Primary

Other disclosures in relation to Method used to account for ESOP, Option movement during the year, Employee wise details of options granted to, description of the Method and significant assumptions used during the year to estimate the fair value of options, is not applicable as no grant has been made during the financial year 2017-18.

The Companyâs ESOP disclosure can be accessed on its website axiscades.com

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure IIIA to this Report.

The statement of particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure IV to this Report.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under Schedule V of the SEBI (LODR) Regulations 2015 is attached and forms part of the Annual Report. A certificate from the Auditors of the Company as regards to compliance of conditions of corporate governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of the Company met 8 (eight) times during the year. The dates, attendance and other particulars of the meetings are furnished in the Report on Corporate Governance attached to this Report. The intervening gap between any two meetings was within the limit prescribed by the provisions of Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 4 members namely, Mr. Kailash M. Rustagi, Mr. Pradeep Dadlani, Mr. Srinath Batni and Dr. Vivek Mansingh, Independent Directors, consequent to the resignation of Mr. Kedarnath Choudhury, Non-executive Director w.e.f. 30.05.2018. The Chairman of the Audit Committee is an Independent Director.

All the recommendations made by the Audit Committee during the year have been accepted by the Board.

The Company has also constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee as required under the provisions of Companies Act 2013 and also as required under Listing Regulations and the composition, scope of their functions, responsibilities etc. are given in the Corporate Governance Section, which forms part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013 (read together with Companies Amendment Act, 2017, to the effect that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 read together with any amendment thereto. The terms and conditions of appointment of Independent Directors are placed on the website of the Company at www.axiscades.com

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The performance of the Board and its committees were evaluated by the Board / committee after seeking inputs from all the directors/members on the basis of the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates the Whistle blower policy provides a formal mechanism to all Directors and employees to approach the Chairman of the Audit Committee and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Whistle Blower Policy is an extension of the Company Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he is aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No personnel of the Company were denied access to the Chairman of the Audit Committee. The Whistle blower policy which also describes the mechanism may be accessed on the Companyâs website at www. axiscades.com.

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, key managerial personnel and other employees formulated pursuant to Section 134(3) (e) and 178 (3) of the Companies Act, 2013 are furnished in Annexure V.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy which focuses on identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The Company has a risk identification and management frame work appropriate to its size and the environment under which it operates. The risk management process involves identification and periodic assessment of potential risks and their impact on the operations, profitability, growth and continuity of the business and focuses on risk elements pertaining to competitive position in the key market segments, business environment, statutory and regulatory changes, global economy and business scenario, currency exchange rate fluctuations, resource constraints etc. and initiating timely preventive as well as remedial actions.

Reporting and control mechanisms ensure timely information availability and facilitates proactive risk management. These mechanisms are designed to cascade down to the level of line managers so that risk at the transaction level is identified and steps are taken towards mitigation in a decentralized fashion.

Risks are being continuously monitored in relation to business strategy, operations and transactions, statutory/ legal compliance, financial reporting, information technology system etc. based on the inputs from both external and internal sources like key incidents, Internal audit findings etc.

The Board of Directors is responsible for monitoring risk levels on various parameters and the senior management group ensures implementation of mitigation measures, if required. The audit committee provides the overall direction on the risk management policies.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place, your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace and has proper mechanism to control the same which is commensurate with the nature and size of the business of the company. During the financial year 2017-18, no such complaints were received.

4. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. they 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. they have prepared the annual accounts on a going concern basis;

e. t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. FRN 101049W/ E300004), were appointed as Statutory Auditors of the Company by the shareholders at the AGM held on August 24, 2017 to hold office until the conclusion of the 32nd AGM of the Company. Hence they will continue to be the Auditors of the Company.

The Auditorsâ Report does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report attached as Annexure VI forms part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark. They have mentioned that the Woman director resigned w.e.f. 14 September 2017 due to her poor health condition and the new woman director joined w.e.f. 13 February 2018.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the regulators or courts which would impact the going concern status of the company and its future operations.

EXTRACT OF ANNUAL RETURNS

The extract of Annual Return of your Company as on March 31, 2018, prepared pursuant to Section 92(3) of the Companies Act 2013 and the Rules made thereunder, in Form MGT-9 is attached as Annexure VII to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The same has been audited and certified by the Statutory Auditors of the company in their Audit Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility Committee (CSR Committee) in accordance with the provisions of Section 135 of the Companies Act 201 3 and the rules made thereunder. The Committee is chaired by an Independent Director. The Company on recommendation of the CSR Committee, has framed a CSR policy in line with Schedule VII of the Companies Act, 2013. The policy has been posted and is accessible on the companyâs website at www. axiscades.com.

The annual report on CSR activities is furnished in âAnnexure VIIIâ to this Report.

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014, are given below:

CONSERVATION OF ENERGY

Being an Information Technology company, is not energy intensive. However, adequate measures have been taken to conserve energy by introducing improved operational methods. The company in its initiative to be ISO14001 - Environmental Management System compliant, is adhering to the provisions of E-Waste (Management and Handling) Rules 201 1 and Batteries (Management and Handling) rules 2011, by efficiently managing the AC installations, replacing PCâs by VPC and recycling of paper etc.

TECHNOLOGY ABSORPTION

The Company has not adopted any imported technology. Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical in house technologies and processes, which are likely to create value in the foreseeable future.

7. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by taking into account all relevant factors before making any investment decision.

8. GREEN INITIATIVES

As in the previous years, this year too, we are publishing the Annual Report in the print version only for the members who have not registered their email address with the Company / Depository Participant. The Physical copies are sent in the permitted mode. Electronic copies of the Annual Report are sent to all the members whose email addresses are so registered.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the co-operation and support extended by Clients, Vendors, Investors and Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM and look forward to their continued support in the future. Your Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Vivek Mansingh Sudhakar Gande

Chairman & Director Vice Chairman &

Executive Director

Place: Bengaluru

Date: 31st May 2018

Mar 31, 2017

To,

The Members,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company, together with the Financial Statement of the Company, for the financial year (FY) ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

(Rs. Millions)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Total income	2,394.65	2,380.00	4,990.24	3,793.07
Total expenditure (before interest & depreciation)	2,082.82	1,867.97	4,462.62	3,219.44
Earnings before interest, depreciation, amortization and extra-ordinary items	311.83	512.03	527.62	573.63
Interest & finance charges	13.09	17.85	117.33	18.37
Depreciation & amortization	98.99	92.46	142.95	101.86
Earnings before Tax and Exceptional Items	199.75	401.72	267.34	453.40
Exceptional item	4.53	5.93	(5.23)	5.93
Profit before Tax (PBT)	195.22	395.79	272.57	447.47
Provision for Tax - Current & Deferred	67.03	132.99	136.83	157.60
Net Profit after Tax (PAT)	128.19	262.80	135.74	289.87
Minority Interest	0.00	0.00	4.33	4.07
Profit for the period	128.19	262.80	131.41	285.80

PERFORMANCE REVIEW

The Company continued to be the preferred engineering partner to clients in strategic technology solutions, aerospace, heavy engineering, automotive and industrial products. The year was challenging for us on various fronts. However, we continue to invest in developing & acquiring competencies, diversify into different verticals with an objective to create a Company which is world-class. The Company has remained focused on building a strong leadership team, a targeted sales team and recruitmentâs of experts from industry to scale up different practice lines. These, and an emphasis on delivering measurable customer value has laid down a solid platform for accelerated growth in future. The Company has driven diversification of its offerings across new verticals and competencies across geographies along with continued strengthening of internal systems and processes. With the recently announced proposed JV with Assystem, one of the worldâs leading engineering company, AXISCADES aims to enhance its offerings in the energy vertical.

FINANCIAL HIGHLIGHTS - STANDALONE

Total Income increased by 0.62 % to Rs.2,394.65 million in 201617. EBIDTA decreased by 39.10 % to Rs.311.83 million in 2016-17. Profit before tax and exceptional items decreased by 50.28 % to Rs.199.75 million in 2016-17. Net Profit after tax decreased by 51.22 % to Rs.128.19 million in 2016-17.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

Total Income increased by 31.56 % to Rs.4,990.24 million in 2016

17. EBIDTA decreased by 8.02 % to Rs.527.62 million in 2016-17. Profit before tax and exceptional items decreased by 41.04 % to Rs.267.34 million in 2016-17. Net Profit after tax decreased by 54.02 % to Rs.131.41 million in 2016-17.

RESERVES

The Company has not transferred any amount to its reserves for the Financial Year ended March 31, 2017.

DIVIDEND

Considering need for conservation of funds for catering to the growth plans of the company, your Directors consider it expedient to pass over dividend for 2016-17.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The company''s shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Stock performance and stock data are furnished in the section on Corporate Governance.

During the financial year the Company has issued and allotted 1,05,69,937 Equity shares pursuant to the High Court approved Scheme of Amalgamation and therefore the Subscribed and Paid up Share Capital of the Company increased to Rs.188,797,650 i.e. 37,759,530 Equity shares of Rs.5/- each.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act 2013 are furnished in the prescribed form AOC 2 as Annexure I to this Report. All transactions with the related parties during the financial year were in the ordinary course of business. The transactions have been approved by the Audit Committee and the Board. Your attention is drawn to the Notes to the financial statement.

The Company has not entered into any transaction with related parties which can be considered material in accordance of with the policy of the Company on material related party transactions formulated as per the requirements of Listing Regulations. The Policy on materiality and dealing with related party transactions formulated and approved by the Board is posted on the website of the Company and is accessible at www.axiscades.com

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the financial year end and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, a detailed chapter on Management Discussion and Analysis highlighting the Company''s strategy, business environment, operations, performance, risks and outlooks is provided separately in this Annual Report.

BUSINESS STRUCTURE SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Sl. No	Name of the subsidiary	Location/Country
1	AXISCADES, Inc. (formerly Axis Inc.)	Peoria, Illinois USA
2	AXISCADES UK Ltd. (formerly Axis EU Europe Ltd.)	Leicestershire, UK
3	AXISCADES Technology Canada Inc. (Formerly Cades Technology Canada Inc.)	Montreal, Quebec, Canada
4	Axis Mechanical Engineering Design (Wuxi) Co Ltd	Wuxi City, China
5	AXISCADES GmbH	Germany
India Sl. No	Subsidiaries Name of the subsidiary	Location/Country
1	Cades Studec Technologies (India) Private Limited (CSTI)	Bangalore, India
2	AXISCADES Aerospace & Technologies Private Limited (ACAT)	Bangalore, India
3	AXISCADES Aerospace Infrastructure Private Limited (AAIPL)	Bangalore, India
4	Enertec Controls Limited (ECL)	Bangalore, India

All overseas subsidiaries and AXISCADES Aerospace & Technologies Private Limited (Indian Subsidiary) are wholly owned by the Company.

In case of other Indian Subsidiaries-

Cades Studec Technologies (India) Private Limited, Company holds 76% of its equity shares.

AXISCADES Aerospace Infrastructure Private Limited - 99.99 % is held by ACAT

Enertec Controls Limited - 51.84 % is held by ACAT and 48.16% by AAIPL.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

A report on the performance and financial position of each of the subsidiaries as per rule 8(1) of Companies (Accounts) Rules, 2014 is furnished under the statement containing salient features of financial statements of subsidiaries in Form AOC 1 is attached to this Report as Annexure II, pursuant to Section 129(3) of Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of subsidiaries have been placed on the Company''s website at www.axiscades.com. The copies of these documents will be sent if requested by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for inspection at the Registered Office of the Company during business hours on working days.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of Companies Act, 2013 read with Accounting Standards (AS) 21, 23 and 27, the audited Consolidated Financial Statements are furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS Retirements and Reappointments

In the ensuing Annual General Meeting, Mr. Valmeekanathan S., Director, retire by rotation, and being eligible, offer himself for re-appointment. The Director recommend his re-appointment at the ensuing Annual General Meeting.

No Independent Director is liable to retire at the ensuing Annual General Meeting (AGM).

Mr. Valmeekanathan S. continued as CEO & Director upto 7^th Jan 2017 and thereafter continuing as Non-Executive Director.

Mr. Sidhartha Mehra was inducted as the Non-Executive Director (Additional Director) of the Company with effect from August 10, 2016 and was further re-appointed as an Additional Director in the capacity of Non-Executive w.ef. 26 September 2016. He will be considered for reappointment in the ensuing Annual General Meeting.

Mrs. Vimmi M Trehan was reappointed as Additional Director (Woman Independent Director) with effect from March 11, 2017 subsequent to her resignation.

Sl. No.	Name of the Director	Category	Date of Appointment / reappointment	Date of Approval by Shareholder	Date of Resignation / cessation
1	Mr. Sidhartha Mehra	Non- Executive Director	10.08.2016 26.09.2016	Proposed in the ensuing AGM	26.09.2016
2	Mr. Amit Gupta	Non- Executive Director	12-09-14	07.09.2015	10.08.2016
3	Mrs. Vimmi M. Trehan	Independent Director	30-03-2015 Reappointed on 11.03.2017	19-05-2015 Proposed in the ensuing AGM	8.12.2016
4	Mr. Valmeekanathan S.	Non-Executive Director	25.02.2014	09.09.2014	Resigned as CEO w.e.f. 08.01.2017 and continuing as Non-Executive Director

HUMAN RESOURCES DEVELOPMENT

The Company is committed to build an environment and where employees are inspired to achieve excellence in their area of functioning. The Human Resource Policy of the Company is focused on attracting, building and retaining best talents. In this direction the Company has taken several Human Resource initiatives and has strengthened the in-house Human Resource Department. Many continuous training and employee development programs are put in place. Company''s health policies commits to provide safe and healthy work environment to all the employees.

The manpower strength of the Company, on consolidated basis stood at 1761 employees during the year end.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV to this Report.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under Schedule V of the SEBI (LODR) Regulations, 2015 is attached and forms part of the Annual Report. A certificate from the Auditors of the company as regards of compliance of conditions of corporate governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of the Company met 9 (nine) times during the year The dates, attendance and other particulars of the meetings are furnished in the Report on Corporate Governance attached to this Report. The intervening gap between any two meetings was within the limit prescribed by the provisions of Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 5 members namely, Mr. Kailash M. Rustagi, Mr. Pradeep Dadlani, Mr. Srinath Batni and Dr. Vivek Mansingh, Independent Directors and Mr. Kedarnath Choudhury, Non-executive Director. The Chairman of the Audit Committee is an Independent Director.

All the recommendations made by the Audit Committee during the year have been accepted by the Board.

The Company has also constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee as required under the provisions of Companies Act, 2013 and also as required under Listing Regulations and the composition, scope of their functions, responsibilities etc. are given in the Corporate Governance Section, which forms part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013. The terms and conditions of appointment of Independent Directors are placed on the website of the Company at www.axiscades.com

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The performance of the Board and its committees was evaluated by the Board / Committee after seeking inputs from all the directors/members on the basis of the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates the Whistle blower policy provides a formal mechanism to all Directors and employees to approach the Chairman of the Audit Committee and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Whistle Blower Policy is an extension of the Company Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he is aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No personnel of the Company were denied access to the Chairman of the Audit Committee. The Whistle blower policy which also describes the mechanism may be accessed on the Companyâs website at www.axiscades.com.

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, key managerial personnel and other employees formulated pursuant to Section 134(3) (e) and 178 (3) of the Companies Act, 2013 are furnished in Annexure V

RISK MANAGEMENT POLICY

The Company has a risk identification and management frame work appropriate to its size and the environment under which it operates. The risk management process involves identification and periodic assessment of potential risks and their impact on the operations, profitability, growth and continuity and focuses on risk elements related competitive position in the key market segments, business environment, statutory and regulatory changes, global economy and business scenario, Currency exchange rate fluctuations, resource constraints etc. and initiating timely preventive as well as remedial actions.

Reporting and control mechanisms ensure timely information availability and facilitates proactive risk management. These mechanisms are designed to cascade down to the level of line managers so that risk at the transactional level are identified and steps are taken towards mitigation in a decentralized fashion.

Risks are being continuously monitored in relation to business strategy, operations and transactions, statutory/legal compliance, financial reporting, information technology system etc. on inputs from both external and internal sources like key incidents, Internal audit findings etc.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

4. DIRECTORSâRESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

M/S Walker Chandiok & Co LLP Chartered Accountants (Firm Registration No. 001076N/ N500013), were appointed as Auditors of the Company by the shareholders at the AGM held on September 9, 2014 (duly ratified in the AGM dated September 7, 2015) to hold office until the conclusion of the 27th AGM of the Company to be held during the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants, shall be placed for approval at the ensuing AGM. The Company has received a certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report attached as Annexure VI forms part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Companies Act, 2013, including rules made there under.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the regulators or courts which would impact the going concern status of the company and its future operations (other than the one mentioned below w.r.t. Scheme of Amalgamation).

SCHEME OF AMALGAMATION:

The Board of Directors of the Company has approved the acquisition of AXISCADES Aerospace & Technologies Pvt. Ltd. (ACAT), an aerospace, defense and homeland security technologies company, by way of a Scheme of Amalgamation of its Holding Company namely India Aviation Training Institute Pvt. Ltd. (IAT) with the Company. The said Scheme was sanctioned by the Hon''ble court of Karnataka vide its order dated 4th November 2016 which came into effect from 5th December 2016.

EXTRACT OF ANNUAL RETURNS

The extract of Annual Return of your Company as on March 31, 2017, prepared pursuant to Section 92(3) of the Companies Act, 2013 and the Rules made there under, in Form MGT-9 is attached as Annexure VII to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The same has been audited and certified by the Statutory Auditors of the company in their Audit Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has constituted a Corporate Social Responsibility Committee (CSR Committee) in accordance with the provisions of Section 135 of the Companies Act 2013 and the rules made there under. The Committee is chaired by an Independent Director. The Company on recommendation of the CSR Committee, has framed a CSR policy in line with Schedule VII of the Companies Act, 2013. The policy has been posted and is accessible on the company''s website at www.axiscades.com.

The annual report on CSR activities is furnished in ''Annexure VIII'' to this Report.

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014, are given below

CONSERVATION OF ENERGY

Being an Information Technology company, is not energy intensive. However, adequate measures have been taken to conserve energy by introducing improved operational methods. The company in its initiative to be IS014001 - Environmental Management System compliant, is adhering to the provisions of E-Waste (Management and Handling) Rules 2011 and Batteries (Management and Handling) rules 2011, by efficiently managing the AC installations, replacing PC''s by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

(Rs. Millions)

	2016-17	2015-16
Foreign Exchange Earnings (actual inflows)	1,913.75	1,843.20
Foreign Exchange Outgo (actual outflows)	891.82	817.18

TECHNOLOGY ABSORPTION

The Company has not engaged any imported technology. Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical in house technologies and processes, which are likely to create value in the foreseeable future.

7. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by taking into account all relevant factors before making any investment decision.

8. GREEN INITIATIVES

ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the cooperation and support extended by Clients, Vendors, Investors and Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM and look forward to their continued support in the future. Your Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- sd/-

Vivek Mansingh Sudhakar Gande

Chairman & Director Vice Chairman & Executive Director

Date: 30 May 2017

Place: Bangalore

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

(Rs. Million)

Standalone

Particulars

2014-15 2013-14

Total income 1,895.71 1,831.31

Total expenditure (before 1,590.45 1,619.63 interest & depreciation)

Earnings before interest, 305.26 211.69 depreciation, amortization

and extra-ordinary items

Interest & finance charges 23.03 34.44

Depreciation & amortization 80.44 70.40

Earnings before Tax and 201.80 106.84 Exceptional Items

Exceptional items 29.71 3.50

Profit before Tax (PBT) 172.09 103.34

Provision for Tax - Current 58.85 21.31 & Deferred

Net Profit after Tax (PAT) 113.24 82.03

Minority Interest 0.00 0.00

Profit for the period 113.24 82.03

Consolidated

Particulars

2014-15 2013-14

Total income 3,192.43 3,098.89

Total expenditure (before 2,757.70 2,782.14 interest & depreciation)

Earnings before interest, 434.73 316.76 depreciation, amortization

and extra-ordinary items

Interest & finance charges 23.53 36.08

Depreciation & amortization 93.35 81.63

Earnings before Tax and 317.84 199.05 Exceptional Items

Exceptional items 29.71 3.50

Profit before Tax (PBT) 288.14 195.55

Provision for Tax - Current 90.06 35.76 & Deferred

Net Profit after Tax (PAT) 198.07 159.78

Minority Interest 3.96 17.70

Profit for the period 194.11 142.08

Performance Review

The Company continued to be engineering partners to clients in aerospace, heavy engineering, industrial products and auto industry, and recorded growth both in terms of revenues and profitability. The improved earnings reflect focus on efficiency in operation in FY 2015 enabling the company to invest for growth. The Company continued to invest in building a strong leadership team, a larger and more focused sales team and new recruitments of subject matter experts from industry to scale up the practice line. These investments together with focus on delivering customer value has laid down a solid platform for accelerated growth in the future.

Financial Highlights - Standalone

Total Income increased by 3.5% to Rs.1, 895.7 million in 2014-15. EBIDTA increased by 44.2% to Rs.305.3 million in 2014-15. Profit before tax and exceptional items increased by 88.9% to Rs.201.8 million in 2014-15. Net Profit after tax increased by 38% to Rs.113.2 million in 2014-15.

Financial Highlights - Consolidated

Total Income increased by 3% to Rs.3,192.4 million in 2014-15. EBIDTA increased by 37.2% to Rs.434.7 million in 2014-15. Profit before tax and exceptional items increased by 59.7% to Rs.317.8 million in 2014-15. Net Profit after tax increased by 24% to Rs.198 million in 2014-15.

Dividend

Considering need for conservation of funds for catering to the immediate growth plans of the company, your Directors consider it expedient to pass over dividend for 2014-15.

Particulars Of Loans, Guarantees Or Investments

The company has not made any loan or provided any guarantee or made investments during the financial year falling within the purview of Section 186 of Companies Act, 2013.The position of all the loans/guarantees and Investments held or outstanding as on March 31, 2015 are furnished in the financial statements.

Public Deposits

The Company has not accepted/renewed any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

Issue And Listing Of Shares

The company's shares are listed on BSE Limited (BSE) and National Stock Exchange Limited (NSE). Stock performance and stock data are furnished in the section on Corporate Governance

Pursuant to the Scheme of Arrangement for merger of CADES Digitech sanctioned by the Hon'ble High courts of Karnataka and Delhi, 72,29,112 equity shares have been issued and allotted to the shareholders of amalgamating company and the shares have been duly listed on the stock exchanges. The issued and paid up capital of the company stands increased to that extent.

Particulars Of Contracts Or Arrangements With Related Parties

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 are furnished in the prescribed form AOC-2 as Annexure I to this Report. All transactions with the related parties during the financial year were in the ordinary course of business and at arm's length basis. The company has taken necessary approvals of Audit Committee & the Board, as applicable to a transaction.

The Company has not entered into any transaction with related parties which can be considered material in accordance of with the policy of the Company on material related party transactions formulated as per the requirements of Listing Agreement. The Policy on materiality and dealing with related party transactions formulated and approved by the Board is posted on the website of the Company and is accessible at www. axiscades.com

Material Changes And Commitments

There were no material changes and commitments affecting the financial position of the Company occurred between the financial year end and the date of this report.

Management Discussion And Analysis

A detailed chapter on Management Discussion and Analysis highlighting the Company's strategy, business environment, operations, performance, risks and outlooks is provided separately in this Annual Report.

2. BUSINESS STRUCTURE

Subsidiaries, Joint Ventures And Associate Companies

The Company has following the following subsidiaries: Overseas Subsidiaries

Sl. No Name of the subsidiary Location/Country

1 Axis Inc. Peoria, Illinois USA

2 Axis EU Europe Ltd. Leicestershire, UK

3 Cades Technology Canada Montreal, Quebec, Inc. Canada

4 Axis Mechanical Wuxi City, China Engineering Design (Wuxi) Co Ltd

Indian Subsidiary

Sl.No Name of the subsidiary Location/Country

1 Cades Studec Technologies Bengaluru, India (India) Private Limited

All foreign subsidiaries are wholly owned by the Company and in Indian subsidiary, the Company holds 76% equity. The company does not have any joint venture or associate company.

A report on the performance and financial position of each of the subsidiaries as per rule 8(1) of Companies (Accounts ) Rules 2014 is furnished under the statement containing salient features of financial statements of subsidiaries in AOC-1 is attached to this Report as Annexure II, pursuant to Section 129(3) of Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of subsidiaries have been placed on the Company's website at www.axiscades.com. The copies of these documents will be sent if requested by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for inspection at the Registered Office of the Company during business hours on working days.

Consolidated Financial Statements

Pursuant to the provisions of Section 129(3) of Companies Act 2013 read with Accounting Standards (AS) 21,23 and 27, the audited Consolidated Financial Statements are furnished in the Annual Report.

Change Of Name Of The Company

The name of the Company was changed to AXISCADES Engineering Technologies Limited from Axis-IT&T Limited with effect from August 1, 2014 with necessary statutory approvals

3. ORGANIZATION DEVELOPMENT

Board Of Directors Retirements and Reappointments

Mr. Valmeekanathan S. and Mr. Rohitasava Chand, Directors will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The Directors recommend their re-appointment at the ensuing Annual General Meeting.

All the Independent Directors were appointed by the shareholders either at the previous annual general meeting or by Postal Ballot pursuant to Section 149(10) of Companies Act 2013, and no independent director is liable to retire at the ensuing AGM.

Induction & cessation of Directors and KMP

Sl Name of the Director Category Date of No Appointment

1 Dr. Vivek Mansingh Independent 23.06.2014

2. Mr. Valmeekanathan S. Director & CEO 25.02.2014 (KMP)

3 Mr. Srinath Batni Independent 08.08.2014

4 Mr. Kaushik Sarkar CFO & Director 12.09.2014 (KMP)

5 Mr. P Hemanth Independent 29.01.2011 Polavaram

6 Mr. S. Ravinarayanan Non- Executive 28.04.2008 Chairman

7 Ms. Vimmi M. Trehan Independent 30.03.2015

8 Mr. Amit Gupta Non- Executive 12.09.2014

9 Ms. Shweta Agarwal KMP - Company 26.05.2014 Secretary

Sl Name of the Director Date of Date of No Approval by Resignation Shareholder

1 Dr. Vivek Mansingh 09.09.2014 NA

2. Mr. Valmeekanathan S. 09.09.2014 NA

3 Mr. Srinath Batni 09.09.2014 NA

4 Mr. Kaushik Sarkar 12.01.2015 25.06.2015*

5 Mr. P Hemanth 01.08.2011 15.11.2014 Polavaram

6 Mr. S. Ravinarayanan 18.09.2008 21.06.2014

7 Ms. Vimmi M. Trehan 19.05.2015 NA

8 Mr. Amit Gupta Proposed in NA ensuing AGM

9 Ms. Shweta Agarwal NA NA

*Mr. Kaushik Sarkar is continuing as CFO w.e.f 25th June 2015.

Human Resources Development

The Company is committed to build an environment and where employees are inspired to achieve excellence in their area of functioning. The Human Resource Policy of the Company is focused on attracting, building and retaining best talents. In this direction, the Company has taken several Human Resource initiatives and has strengthened the in-house Human Resource Department. Many continuous training and employee development programs are put in place.

The manpower strength of the Company, on consolidated basis stood at 1486 employees during the year end.

Particulars Of Employees

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this Report.

The statement of particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure IV to this Report.

4. CORPORATE GOVERNANCE

The report on Corporate Governance as required under clause 49 of the Listing Agreement is attached and forms part of this Report. A certificate from the Auditors of the company as regards of compliance of conditions of corporate governance is also appended to the report.

Meetings Of The Board

The Board of the Company met 9 (nine) times during the year. The dates, attendance and other particulars of the meetings are furnished in the Report on Corporate Governance attached to this Report. The intervening gap between any two meetings was within the limit prescribed by the provisions of Companies Act, 2013.

Committees Of The Board

The Audit Committee consists of 5 members namely, Mr. Kailash M. Rustagi, Mr. Pradeep Dadlani Mr. Srinath Batni and Dr. Vivek Mansingh, Independent Directors and Mr. Kedarnath Choudhury, Non-executive Director. The Chairman of the Audit Committee is an Independent Director.

All the recommendations made by the Audit Committee during the year have been accepted by the Board.

The Company has also constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee as required under the provisions of Companies Act, 2013 and also as required under Listing Agreements and the composition, scope of their functions, responsibilities etc. are given in the Corporate Governance Section, which forms part of this Report.

Declaration From Independent Directors

The Company has received declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. The terms and conditions of appointment of Independent Directors are placed on the website of the Company at www.axiscades.com

Performance Evaluation Of The Board, Committees And Directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board on recommendation of the Nomination & Remuneration Committee, has formulated a Policy containing, inter alia, the criteria for evaluation of the performance of the Board, its Committees and individual directors, including independent directors, and the details have been furnished in the section on Corporate Governance. The evaluation of all the directors, Board as a whole and Committees thereof is being conducted once a year, based on the criteria and framework adopted in the policy.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates the Whistle blower policy provides a formal mechanism to all Directors and employees to approach the Chairman of the Audit Committee and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Whistle Blower Policy is an extension of the Company Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he is aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No personnel of the Company were denied access to the Chairman of the Audit Committee. The Whistle blower policy which also describes the mechanism may be accessed on the Company's website at www.axiscades. com.

Policy On Director's Appointment And Remuneration

The company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, key managerial personnel and other employees formulated pursuant Section 134(3) (e) and 178 (3) of the Companies Act, 2013 are furnished in Annexure V.

Risk Management Policy

The Company has formulated and implemented a Risk Management Policy which focuses on identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The Company has a risk identification and management frame work appropriate to its size and the environment under which it operates. The risk management process involves identification and periodic assessment of potential risks and their impact on the operations, profitability, growth and continuity and focuses on risk elements related competitive position in the key market segments, business environment, statutory and regulatory changes, global economy and business scenario, Currency exchange rate fluctuations, resource constraints etc. and initiating timely preventive as well as remedial actions.

Prudential norms aimed at limiting exposures are an integral part of this framework. Reporting and control mechanisms ensure timely information availability and facilitates proactive risk management. These mechanisms are designed to cascade down to the level of line managers so that risk at the transactional level are identified and steps are taken towards mitigation in a decentralized fashion. Risks are being continuously monitored in relation to business strategy, operations and transactions, statutory/ legal compliance, financial reporting, information technology system etc. on inputs from both external and internal sources like key incidents, Internal audit findings etc.

The Board of Directors is responsible for monitoring risk levels on various parameters and the senior management group ensures implementation of mitigation measures, if required. The audit committee provides the overall direction on the risk management policies.

Prevention Of Sexual Harassment Of Women At Workplace

In order to prevent sexual harassment of women at work place your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace and has proper mechanism to control the same which is commensurate with the nature and size of the business of the company. During the year 2014-15, no such complaints were received.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Sec.134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

6. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

M/S Walker Chandiok & Co LLP Chartered Accountants (Firm Registration No. 001076N/ N500013), were appointed as Auditors of the Company by the shareholders at the last AGM held on September 9, 2014 to hold office until the conclusion of the 27th AGM of the Company to be held during the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of auditors shall be placed for ratification at every AGM. Accordingly the appointment of M/s Walker Chandiok & Co LLP Chartered Accountants as Auditors of the Company is placed for ratification of the shareholders at the ensuing AGM. The Company has received a certificate from the auditors to the effect that their appointment will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report attached as Annexure VI forms part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Significant Orders By Regulators/Courts/ Tribunals

There are no significant and material orders passed by the regulators or courts which would impact the going concern status of the company and its future operations.

Extract Of Annual Return

The extract of Annual Return of your Company as on March 31,2015, prepared pursuant to Section 92(3) of the Companies Act, 2013 and the Rules made thereunder, in Form MGT-9 is attached as Annexure VII to this Report.

Internal Financial Controls

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has constituted a Corporate Social Responsibility Committee (CSR Committee) in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The Committee is chaired by an Independent Director. The Company on recommendation of the CSR Committee, has framed a CSR policy in line with Schedule VII of the Companies Act, 2013. The policy has been posted and is accessible on the company's website at www.axiscades.com.

The annual report on CSR activities is furnished in 'Annexure VIII' to this Report.

8. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014, are given below

Conservation of Energy

Being an Information Technology company, is not energy intensive. However, adequate measures have been taken to conserve energy by introducing improved operational methods. The company in its initiative to be ISO14001 - Environmental Management System compliant, is adhering to the provisions of E-Waste (Management and Handling) Rules 2011 and Batteries (Management and Handling) rules 2011, by efficiently managing the AC installations, replacing PC's by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

Rs. Million

2015 2014

Foreign Exchange Earnings 1430.68 1401.40

Foreign Exchange Outgo 616.15 762.21

The Company has not engaged any imported technology. Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical in house technologies and processes, which are likely to create value in the foreseeable future.

9. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by taking into account all relevant factors before making any investment decision.

Acknowledgements

Your Directors deeply appreciate and acknowledge the co-operation and support extended by Clients, Vendors, Investors and Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM and look forward to their continued support in the future. Your Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

-sd- -sd-

Valmeekanathan S. Kedarnath Choudhury Director Director

Date: August 12, 2015 Place: Bengaluru

Mar 31, 2014

To The Members,

The Directors submit the 24th annual report of Axis-IT & T Limited (the Company) and Consolidated Axis-IT & T Limited along with the Audited Financial Statements for the financial year ended 31st March 2014.

1. Financial Results Standalone Rs.Crores

Year ended March 31 2014 2013

Total income 183.13 54.77

Total expenditure (before interest & depreciation) 161.97 41.37

Earnings before interest, depreciation, 21.16 13.40 amortization and extra ordinary items

Interest & other finance charges 3.44 1.30

Exceptional Items 0.35 -

Depreciation & amortization 7.04 2.39

Earnings before Tax and Extraordinary Items 10.33 9.71

Profit before Tax (PBT) 10.33 9.71

Provision for Tax Â Current & Deferred 2.13 2.31

Profit after Tax (PAT) 8.20 7.40

Minority Interests 0.00 -

Profit/ (Loss) Brought Forward after adjusting 0.85 (6.55) amount transferred on Amalgamation Adjustment attributable to the Scheme of 10.82 - Arrangement with erstwhile subsidiary, Cades Digitech Private Limited (refer note 2 of Financial Statements)

Balance Available for appropriation 19.87 0.85

1. Finacial Results Rs. Crores Consolidated Year ended March 31 2014 2013

Total income 309.89 286.70

Total expenditure (before interest & depreciation) 278.22 260.51

Earnings before interest, depreciation, 31.67 26.19 amortization and extra ordinary items Interest & other finance charges 3.61 3.48

Exceptional Items 0.35 -

Depreciation & amortization 8.16 7.73

Earnings before Tax and Extraordinary Items 19.55 14.98

Profit before Tax (PBT) 19.55 14.98

Provision for Tax Â Current & Deferred 3.57 0.36

Profit after Tax (PAT ) 15.98 14.62

Minority Interests 0.91 2.55

Profit/ (Loss) Brought Forward after adjusting 19.79 7.72 amount transferred on Amalgamation

Adjustment attributable to the Scheme of 6.28 - Arrangement with erstwhile subsidiary, Cades Digitech Private Limited (refer note 2 of Financial Statements)

Balance Available for appropriation 41.14 19.79

Your company has shown, on a consolidated basis, growth of 8.1 % in total Income and 9.3 % in Profit after taxes during the year under review as compared to the corresponding previous year.

2. Dividend

No dividends have been declared for the year as the Company has to redeploy all internal accruals for the expansion of the business.

3. Transfer to Reserves

No Reserve has been created during the year.

4. Business Activities

In Engineering Services, the company continued to focus on the Mechanical Engineering domain and saw excellent growth in Revenues & Profitability. The manpower strength of the Company, on consolidated basis, grew from 1229 employees to 1468 employees during the year.

The Engineering Services of ered by the Company are:

Design Services (CAD)

Computer Aided Analysis (CAA)

Manufacturing Engineering

Technical Publications (Tech Pub)

- Value Analysis/Value Engineering (VAVE)

The Company has added new customers during the year and the future prospects of business from these and other existing customers look to be promising, because of the growth in both breadth as well as depth of services of ered to them. We continue to work with our customers to improve their spend efficiency and ef ectiveness through multiple corporate initiatives such as cost optimization, productivity improvements with continuous rebalancing of work distribution in various geographic locations. We continue to ref ne our business model to provide tangible benefits to the customer.

During the year, the Company further strengthened its relationship with one of the world''s largest aircraft manufacturers'' based out of Europe and we expect this business to show continuous growth.

The Company has also Started a major engagement with a Canada based global aircraft manufacturer.

Your company continues to invest in growing its service of erings to the global leader in of highway & Construction equipment.

5. Strategic Acquisition

In the previous year, on 8 February, 2013, Cades Digitech Pvt. Ltd. had entered into a strategic partnership agreement proposing to acquire 76% stake in Studec Technologies (India) Pvt. Ltd., the Indian subsidiary of French engineering company Studec France, which specializes in Documentation Engineering and Publications. The acquisition of Studec Technologies India Pvt. Ltd. was completed on 11th July 2013 and it became a subsidiary of Cades Digitech Pvt. Ltd. It has subsequently been renamed as Cades Studec Technologies (India) Pvt. Ltd.

6. Update on Scheme of Arrangement

The Board of Directors (''the Board'') of the Company at their meeting held on 23rd January 2013 approved the proposed Scheme of Arrangement where Cades Digitech Private Limited (Cades) will be merged with Axis-IT&T Limited (Axis) subject to the approval of requisite majority of the shareholders'' and creditors of Cades and Axis and Honb''le High Courts of Karnataka and Delhi and also necessary statutory and regulatory approvals as applicable.

Subsequent to the various statutory approvals, the Hon''ble High Court of Karnataka vide its order dated 17 December 2013 and Hon''ble High Court of Delhi vide its order dated 10 March 2014 has approved the Scheme of Arrangement a copy of which was f led with the office of Registrar of Companies, New Delhi on 24 March 2014 and accordingly the Scheme has come into ef ect from 24 March 2014 (the Ef ective Date) with the Appointed Date being 1 April 2012. The Scheme is presented under Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 (''the Act'')

7. Subsidiaries

The Company had four Overseas Subsidiaries direct /indirect. Further one Indian Subsidiary as on 31st March 2014.

Overseas Subsidiaries

- AXIS Inc.: AXIS-IT&T Limited has wholly owned subsidiary incorporated in the US, namely AXIS Inc.

- Axis EU Ltd: AXIS Inc. has a wholly owned subsidiary AXIS EU Ltd. in the UK.

- Cades Technology Canada Inc.: AXIS-IT&T Limited has wholly owned subsidiary incorporated in CANADA (Formerly wholly owned subsidiary of Cades Digitech Pvt. Ltd. and pursuant to the Scheme of Arrangement became wholly owned subsidiary of Axis-IT&T Limited)

- Axis Mechanical Engineering Design (Wuxi) Co Ltd.: AXIS-IT&T Limited has wholly owned subsidiary incorporated in CHINA

Indian Subsidiaries

- Cades Studec Technologies (India) Pvt. Ltd.: AXIS-IT&T Limited has a majority stake in this subsidiary incorporated in INDIA (Formerly subsidiary of Cades Digitech Pvt. Ltd. and pursuant to the Scheme of Arrangement became subsidiary of Axis-IT&T Limited)

- Cades Digitech Pvt. Ltd. (Merged into Axis-IT&T Limited w.e.f. 24.03.2014 appointed date being 01.04.2012)

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make

available these documents and related detailed information upon request by any shareholder of the Company or subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection during the business hours by the shareholders at the Registered office of the Company and also that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Company''s website.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries), if any, (f) turnover (g) Profit before taxation (h) provision for taxation (i) Profit after taxation (j) proposed dividend.

A statement of the holding company''s interest in the subsidiary companies is attached as ''Annexure B'' and forms part of this report.

8. Major events Subsequent to the Balance Sheet Date

There were no other major events subsequent to the balance sheet date.

9. Corporate Governance

The company adheres to the SEBI prescribed corporate governance norms. The Corporate Governance Report is attached as an Annexure to this report. The shares of the Company are listed on the following exchanges:

1. National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

2. BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Â 400 001

There is an Employment agreement entered into with Mr. S. Ravinarayanan (SRN) for reappointing him as the Chairman & CEO of the company for a period of 3 years w.e.f. 1st April 2013. As per the said agreement the Company/SRN may, at its/his sole option, terminate this Agreement with sixty (60) days'' written notice. After his stepping down as CEO of the company w.e.f. 25.02.2014, Mr. S. Valmeekanathan (Val) signed an Employment Agreement for appointment as CEO of the company for a period of 3 years w.e.f. 25.02.2014. As per the said agreement, the Company/Val may, at its/his sole option, terminate this Agreement with three (3) months'' written notice.

10. Corporate Social Responsibility

Your company has also constituted Corporate Social Responsibility Committee (CSR Committee) Chaired by an Independent Director. Under its guidance and supervision/monitoring, the company will contribute to a more secure and sustainable future as mandated by the Companies Act, 2013.

11. Responsibility Statement of the Board of Directors

The Directors'' responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956 in respect of the financial statements is annexed to this report.

12. Directors

During the year under review there is a change in the Directors of the company wherein Mr. S. Ravinaryanan stepped down as the CEO of the company w.e.f 25th February 2014 and Mr. S.Valmeekanathan was appointed as Director and CEO of the company with that ef ect.

Your company has also constituted Nomination and Remuneration Committee (renaming its existing Remuneration Committee) Chaired by an Independent Director.

13. Auditors & Audit Report

The auditors M/s Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co) retire from office at the ensuring Annual General Meeting and being eligible of er themselves for re-appointment.

The Auditors in their report have expressed an opinion that the Company has adjusted the debit balance in the Statement of Profit and Loss amounting to Rs. 516,221,117 against Securities Premium Account which otherwise would not have been adjusted in terms of the provisions of the Act but pursuant to the Scheme of Arrangement (''Scheme'') between the Company and its subsidiary, Cades Digitech Private Limited, approved by the Hon''ble High Court of Karnataka and Hon''ble High Court of Delhi, made ef ective on 24 March 2014 with an appointed date of 1 April 2012.

Their opinion is not qualif ed in respect of this matter.

14. Conservation of Energy, Research & Development Technology Absorption, Foreign Exchange earnings and Outgo

The particulars prescribed under Section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as follows:

1. Conservation of Energy

The operations of your Company involve low energy consumption and are not energy intensive. However, adequate measures have been taken to minimize the consumption through improved operational methods and new technologies. The company is using CFL bulbs to conserve its electricity and energy consumption.

2. Research & Development

Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical technologies and processes, which are likely to create value in the foreseeable future.

3. Foreign Exchange Earnings and Outgoings:

Activities relating to Exports, initiatives taken to increase exports, development of new export markets for product and services, and export plans:

Axis-IT&T Ltd. is focused primarily on exports of its Engineering Design Services. The company has delivery centers in Bangalore, Noida, Chennai & Hyderabad, of which Bangalore, Noida & Hyderabad are registered as an STP (Software Technology Park) Unit.

The Company serves customers in the US, UK, Europe, Canada, Korea & Japan.

Axis-IT&T Ltd. markets its services in the US & UK through Axis Inc. & Axis EU Ltd. respectively.

The marketing team in the US & UK are supported by a Business Development Team. The Business Development team does a search of companies that could potentially require the services being of ered by Axis-IT&T and generates leads for the marketing teams based in the US & UK to follow up on. The Business Development & Marketing ef orts have resulted in the acquisition of new clients by the company and the company has a healthy order book.

Foreign exchange earned and used for the year ending:

S. No. Particulars 31.03.2014 31.03.2013 (Rs. Crores)(RsCrores)

1. Foreign Exchange Earnings (accrual basis) 140.14 25.90

2. Foreign Exchange Outgo (Including Capital 73.38 1.66 Goods & Spares )

15. Particulars of Employees :

The information required under section 217(2A) of the companies Act 1956 and rules made the under, in respect of employees of the company, is provided in annexure forming part of this report. However in term of section 219(1) (b)(iv) of the companies Act 1956, the report and account are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary.

16. Group Entities

1. Jupiter Capital Pvt. Ltd.

2. Axis Aerospace & Technologies Ltd.

3. Jupiter Aviation Services Pvt. Ltd.

4. Indian Aero Ventures Pvt. Ltd.

5. Indian Aero Infrastructure Pvt. Ltd.

6. Indian Aviation Training Institute Pvt. Ltd

7. Cades Studec Technologies (India) Pvt. Ltd.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the Accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of af airs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

3) They have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) They have prepared the Accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

Acknowledgement:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels. The Directors also thank your Company''s Clients, Vendors, Investors and Bankers, along with various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM, for the support received during the year and look forward to their continued support in the future.

For and on behalf of the Directors

Sd/- Sd/- S.Valmeekanathan Kedar Nath Choudhury Director Director

Place: New Delhi Date: 30 May 2014

Mar 31, 2013

To The Members,

The Directors are pleased to present their report on the business and operations of the Company for the financial year ended 31st March 2013.

1. Financial Results

Rs.Crores

Axis-IT&T Ltd. Consolidated for the Group

Year ended March 31 2013 2012 2013 2012

Total income 54.77 48.22 286.70 230.46

Total expenditure (before interest & depreciation) 41.36 37.51 260.08 205.96

Profit / (Loss) before interest, depreciation, 13.41 10.72 26.62 24.50

amortization and extra ordinary items Interest & other finance charges 1.30 1.84 3.91 3.25

Depreciation & amortization 2.39 1.27 7.73 5.92

Profit/ (Loss) before Tax and Extraordinary Items 9.71 7.61 14.98 15.34

Profit/ (Loss) before Tax 9.71 7.61 14.98 15.34

Provision for Tax - Current & Deferred 2.31 0.02 0.36 3.12

Profit / (Loss) after Tax 7.40 7.59 14.62 12.22

Minority Interests 2.55 0.16

Profit/ (Loss) Brought Forward after adjusting (6.55) (14.14) 7.72 (4.34)

amount transferred on Amalgamation

Balance Available for appropriation 0.85 (6.55) 19.79 7.72

Your company has shown, on a consolidated basis, growth of 24.40% in revenue and 19.66% in profit after taxes during the year under review as compared to the corresponding previous year.

2. Dividend

No dividends have been declared for the year as the Company has to redeploy all internal accruals for the expansion of the business.

3. Transfer to Reserves

No Reserve has been created during the year.

4. Business Activities

During the year the Company continued to stay focused on the Engineering Services Outsourcing (ESO) market.

A. Engineering Services Outsourcing

In Engineering Services, the company continued to focus on the Mechanical Engineering domain and saw excellent growth in Revenues & profitability. The manpower strength of the Company, on consolidated basis, grew from 1070 employees to 1229 employees during the year.

The Engineering Services offered by the company are:

1. Design Services (CAD)

- Concept Design / Industrial Design

- 2D Drafting & Detailing

- GD & T (Geometric Dimensioning & Tolerancing) 3D Modeling

- Reverse Engineering

2. Computer Aided Analysis (CAA)

- Finite Element Modeling

- Finite Element Analysis

- Kinematics

- Nonlinear Analysis

- Dynamic Analysis

- Fatigue Analysis

- Thermal Analysis

- Modal Analysis

- Computational Fluid Dynamics

3. Manufacturing Engineering

- Generation of Manufacturing Drawings

- CNC & CMM Programming

- Tooling Design

4. Technical Publications (Tech Pub)

5. Value Analysis/Value Engineering (VAVE)

Your Company continues to grow its service offerings to the global leader in off highway & Construction equipment.

The Company has added many new customers during the year and the future prospects of business from these and other existing customers look to be promising, because of the growth in both breadth as well as depth of services offered to them.

During the year, your Company''s subsidiary, Cades Digitech Pvt. Ltd., expanded on the business relationship with one of the world''s largest aircraft manufacturers based out of Europe. This relationship had been initiated in the previous year and we expect this business to show continuous growth. Cades has opened an office in Toulouse, France to build near shore engagement with the customer. Cades has also been able to enhance its existing engagement with a Germany based global leader for aircraft structures and aircraft manufacturing systems.

Further, on 8th February, 2013, Cades Digitech Pvt. Ltd. entered into a strategic partnership agreement proposing to acquire 76% stake in Studec Technologies India Pvt. Ltd., the Indian subsidiary of French engineering company Studec France, which specialises in Documentation Engineering and Publications.

Throughout the year, the engineering team has successfully delivered high quality solutions to its clients, through quick response times/shorter lead times, improved quality and better value-optimization.

Your Company offers diversified services in finite element analysis, design and detailing using various FEA & CAD/CAM software. We have been successful in delivering tangible benefits to the customer in the form of value engineering Â weight reduction and design simplification. Our engineers have demonstrated their capability to translate ideas into products.

The Company has setup a subsidiary in China under the name of Axis Mechanical Engineering Design (WUXI) Co Ltd. as step to explore and pursue business opportunities in other geographies.

The Company, under clause 24(f) of the Listing Agreement had filed an application with NSE & BSE seeking their approval for the proposed Scheme of Arrangement between Axis-IT&T Limited and Axis Aerospace & Technologies Limited (and their respective shareholders) which was not approved by the respective stock exchanges and therefore, the Board of Directors (''the Board'') of your Company at their meeting held on 06th of November 2012 have approved the withdrawal of Scheme of Arrangement (which was originally approved by the Board at their meeting held on 12th September, 2011)

The Board of Directors (''the Board'') of the Company at their meeting held on 23rd January 2013 approved the proposed Scheme of Arrangement where Cades Digitech Private Limited (Cades) will be merged with Axis-IT&T Limited (Axis) subject to the approval of requisite majority of the shareholders'' and creditors of Cades and Axis and Honb''le High Courts of Karnataka and Delhi and also necessary statutory and regulatory approvals as applicable.

B. Subsidiaries

AXIS Inc.:

AXIS-IT&T Limited has wholly owned subsidiary incorporated in the US, namely AXIS Inc.

AXIS Inc. has a wholly owned subsidiary AXIS EU Ltd. in the UK. Cades Digitech Pvt. Ltd.:

M/s Cades Digitech Pvt. Ltd. is engaged in rendering Engineering Design Services in the Aerospace & Automotive domains. The Company is based in Bangalore. They have a wholly owned subsidiary in Canada named as Cades Technology Canada Inc.

Axis Mechanical Engineering Design (Wuxi) Co Ltd.

The company has formed a Wholly Owned subsidiary in China on 7th December, 2012.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company or subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements presented by the Company include the finanacial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection during the business hours by the shareholders at the Registered Office of the Company and also that of its respective subsidiaries. The Finacial Statements of each subsidiary shall also be available on Company''s website www.axisitt.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding company''s interest in the subsidiary companies is attached as ''Annexure B'' and form part of this report.

5. Major events Subsequent to the Balance Sheet Date

There were no other major events subsequent to the balance sheet date.

6. Corporate Governance

The company adheres to the SEBI prescribed corporate governance norms. The Corporate Governance Report is attached as an Annexure to this report. The shares of the Company are listed on the following exchanges:

1. National Stock Exchange of India Limited (NSE) Exchange Plaza Bandra Kurla Complex, Bandra (E), Mumbai

2. Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai.

There is an Employment agreement entered into with Mr. S. Ravinarayanan for reappointing him as the Chairman & CEO of the company for a period of 3 years w.e.f. 1st April 2013. As per the said agreement the Company/SRN may, at its/his sole option, terminate this Agreement with sixty (60) days'' written notice.

In the absence of Mr. KM Rustagi from the Annual General Meeting held on 20th September 2012, Mr. Hemanth Polavaram, Independent Director and member of the Audit Committee & qualified Chartered Accountant, answered the queries of Shareholders raised during the AGM.

7. Group

Promoter and Promoter Group for the purpose of inter se transfers as mentioned in Clause 10 (1) (a) (ii) of the

SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULA- TIONS, 2011 shall comprise of the entities mentioned in Annexure C and "promoter" and the "promoter group" has the same meaning as in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

8. Responsibility Statement of the Board of Directors

The Directors'' responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies (Amendment) Act, 2000 in respect of the financial statements is annexed to this report.

9. Directors

During the year under review there is no change in the Directors of the company except that Mr. S. Ravinaryanan was reappointed as the Chairman & CEO of the company w.e.f 1st April 2013.

10. Auditors

The auditors M/s Walker Chandiok & Co. retire from office at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

11. Conservation of Energy, Research & Development Technology Absorption, Foreign Exchange earnings and Outgo

The particulars prescribed under Section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as follows:

1. Conservation of Energy

The operations of your Company involve low energy consumption and are not energy intensive. However, adequate measures have been taken to minimize the consumption through improved operational methods and new technologies. The company is using CFL bulbs to conserve its electricity and energy consumption.

2. Research & Development

Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical technologies and processes, which are likely to create value in the foreseeable future.

3. Foreign Exchange Earnings and Outgoings:

Activities relating to Exports, initiatives taken to increase exports, development of new export markets for product and services, and export plans:

Axis-IT&T Ltd. is focused primarily on exports of its Engineering Design Services. The company has delivery centres in Noida, Chennai & Hyderabad, of which Noida & Hyderabad are registered as an STP (Software Technology Park) Unit.

The Company serves customers in the US, UK, & Europe.

Axis-IT&T Ltd. markets its services in the US & UK through Axis Inc. & Axis EU Ltd. respectively.

The marketing team in the US & UK are supported by a Business Development Team. The Business Development team does a search of companies that could potentially require the services being offered by Axis-IT&T and generates leads for the marketing teams based in the US & UK to follow up on. The Business Development & Marketing efforts have resulted in the acquisition of new clients by the company and the company has a healthy order book.

Axis-IT&T is also supplying engineering services to some Indian customers which falls under the category of Domestic Sales & Deemed Exports.

Foreign exchange earned and used for the year ending:

S. No. Particulars 31.03.2013 31.03.2012 (Rs Crores) (Rs Crores)

1. Foreign Exchange Earnings (accrual basis) 25.90 23.99

2. Foreign Exchange Outgo (Including Capital Goods & Spares) 1.66 1.87

3. Deemed Exports 26.91 21.75

12. Particulars of Employees :

There were no employees covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Company''s Particulars of Employees'' Rules 1975 as amended from time to time.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels. The Directors also thank your company''s Clients, Vendors, Investors and Bankers, along with various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM, for the support received during the year and look forward to their continued support in the future.

For and on behalf of the Directors

sd/- sd/-

Pradeep Dadlani Kedar Nath Choudhury

Director Director

Place: New Delhi

Date: 30 May 2013

Mar 31, 2012

The Directors are pleased to present their report on the business and operations of the Company for the financial year ended 31st March 2012

1. Financial Results

Rs. Lacs

Axis-IT&T Ltd. Consolidated for the Group

Year ended March 31 2012 2011 2012 2011

Total income 4,822.43 3,750.19 23,046.11 16,500.00

Total expenditure (before interest & depreciation) 3,750.70 2,855.36 20,595.90 14,802.79

Profit/(Loss) before interest, depreciation, 1,071.74 894.83 2,450.21 1,697.21 amortization and extra ordinary items

Interest & other finance charges 183.93 166.41 324.77 337.46

Depreciation & amortization 127.10 105.76 591.64 374.50

Profit/(Loss) before Tax and 760.71 622.66 1,533.80 985.25 Extraordinary Items

Profit/(Loss) before Tax 760.71 622.66 1,533.80 985.25

Provision for Tax - Current & Deferred 2.12 (0.01) 311.81 86.75

Profit/(Loss) after Tax 758.59 622.67 1,221.99 898.51

Minority Interests - - 15.86 107.23

Profit/(Loss) Brought Forward after adjusting (1,414.04) (2,036.76) (434.11) (1,225.39) amount transferred on Amalgamation

Balance Available for appropriation (655.45) (1,414.04) 772.02 (434.11)

Your company has shown, on a consolidated basis, growth of 39.67% in revenue and 55.68% in profit before taxes during the year under review as compared to the corresponding previous year.

2. Dividend

No dividends have been declared for the year as the Company has carried forward loss of Rs. 655.45 lacs on a standalone basis.

3. Transfer to Reserves

No Reserve has been created during the year.

4. Business Activities

During the year the Company remained focused on the Engineering Services Outsourcing (ESO) market.

A. Engineering Services Outsourcing

In Engineering Services, the company continued to focus on the Mechanical Engineering domain and saw excellent growth in Revenues & profitability. The manpower strength of the Company, on consolidated basis, grew from 1070 employees to 1229 employees during the year.

The Engineering Services offered by the company are:

1. Design Services (CAD)

- Concept Design/Industrial Design

- 2D Drafting & Detailing

- GD & T (Geometric Dimensioning & Tolerancing) 3D Modeling

- Reverse Engineering

2. Computer Aided Analysis (CAA)

- Finite Element Modeling

- Finite Element Analysis

- Kinematics

- Nonlinear Analysis

- Dynamic Analysis

- Fatigue Analysis

- Thermal Analysis

- Modal Analysis

- Computational Fluid Dynamics

3. Manufacturing Engineering

- Generation of Manufacturing Drawings

- CNC & CMM Programming

- Tooling Design

4. Technical Publications (Tech Pub)

5. Value Analysis/Value Engineering (VAVE)

Your Company continues to grow its service offerings to the global leader in off highway & Construction equipment.

The Company has added many new customers during the year and the future prospects of business from these and other existing customers look to be promising, because of the growth in both breadth as well as depth of services offered to them.

During the year, your Company's subsidiary, Cades Digitech Pvt. Ltd., set up a dedicated Offshore Development Center (ODC) for one of the world's largest aircraft manufacturers' based out of Europe. Cades has also been able to enhance its existing engagement with a Germany based global leader for aircraft structures and aircraft manufacturing systems.

The Subsidiary of your Company, Cades Digitech Pvt. Ltd., has once again achieved the status of Preferred supplier of engineering services to the world's leading Aerospace OEM. The Company got this status after competing with many players globally including few big corporates in India.

Throughout the year, the engineering team has successfully delivered high quality solutions to its clients, through quick response times/shorter lead times, improved quality and better value-optimization.

Your Company offers diversified services in finite element analysis, design and detailing using various FEA & CAD/ CAM software. We have been successful in delivering tangible benefits to the customer in the form of value engineering - weight reduction and design simplification. Our engineers have demonstrated their capability to translate ideas into products.

The Company has been approached by customers in China to offer onshore design support and the Company is exploring various options, including the setting up of 100% subsidiary to explore and pursue these business opportunities.

During the year, the Board of Directors has approved the Scheme of Arrangement for the merger of its subsidiary Cades Digitech Pvt. Ltd. into Axis Aerospace & Technology Limited (AAT), subject to necessary approvals and the subsequent merger of itself with AAT subject to necessary approvals.

B. Subsidiaries

AXIS Inc.:

AXIS-IT&T Limited has wholly owned subsidiary incorporated in the US, namely AXIS Inc.

AXIS Inc. has a wholly owned subsidiary AXIS EU Ltd. in the UK.

Cades Digitech Pvt. Ltd.:

M/s Cades Digitech Pvt. Ltd. is engaged in rendering Engineering Design Services in the Aerospace & Automotive domains. The Company is based in Bangalore. They have a wholly owned subsidiary in Canada named as Cades Technology Canada Inc.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company or subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection during the business hours by the shareholders at the Registered Office of the Company and also that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Company's website www.axisitt.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding company's interest in the subsidiary companies is attached as 'Annexure A' and form part of this report.

5. Major events Subsequent to the Balance Sheet Date

There were no other major events subsequent to the balance sheet date.

6. Group

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising group as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are furnished in the Annual Report as Annexure B for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

7. Corporate Governance

The company adheres to the SEBI prescribed corporate governance norms. The Corporate Governance Report is attached as an Annexure to this report.

The shares of the Company are listed on the following exchanges:

1. National Stock Exchange of India Limited (NSE) Exchange Plaza Bandra Kurla Complex, Bandra (E), Mumbai

2. Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai.

7. Responsibility Statement of the Board of Directors

The Directors' responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies (Amendment) Act, 2000 in respect of the financial statements is annexed to this report.

8. Directors

During the year under review there is no change in the Directors of the company.

9. Auditors

The auditors M/s Walker Chandiok & Co. retire from office at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

10. Conservation of Energy, Research & Development Technology Absorption, Foreign Exchange earnings and Outgo

The particulars prescribed under Section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as follows:

a. Conservation of Energy

The operations of your Company involve low energy consumption and are not energy intensive. However, adequate measures have been taken to minimize the consumption through improved operational methods and new technologies. The company is using CFL bulbs to conserve its electricity and energy consumption.

b. Research & Development

Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical technologies and processes, which are likely to create value in the foreseeable future.

c. Foreign Exchange Earnings and Outgoings:

Activities relating to Exports, initiatives taken to increase exports, development of new export markets for product and services, and export plans:

Axis-IT&T Ltd. is focused primarily on exports of its Engineering Design Services. The company has delivery centres in Noida, Chennai & Hyderabad, of which Noida & Hyderabad are registered as an STP (Software Technology Park) Unit.

The Company serves customers in the US, UK, & Europe.

Axis-IT&T Ltd. markets its services in the US & UK through Axis Inc. & Axis EU Ltd. respectively.

The marketing team in the US & UK are supported by a Business Development Team.

The Business Development team does a search of companies that could potentially require the services being offered by Axis-IT&T and generates leads for the marketing teams based in the US & UK to follow up on.

The Business Development & Marketing efforts have resulted in the acquisition of new clients by the company and the company has a healthy order book.

Axis-IT&T is also supplying engineering services to some Indian customers which falls under the category of Domestic Sales & Deemed Exports.

Foreign exchange earned and used for the year ending:

S. Particulars 31.03.2012 31.03.2011 No. (Rs Lacs) (Rs Lacs)

1. Foreign Exchange Earnings (accrual basis) 2,399.65 1,896.71

2. Foreign Exchange Outgo (Including Capital Goods & Spares) Nil 266.47

3. Deemed Exports 2,175.27 1,720.26

11. Particulars of Employees :

There were no employees covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Company's Particulars of Employees' Rules 1975 as amended from time to time.

ANNEXURE TO THE DIRECTORS REPORT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the Accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

3) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) They have prepared the Accounts for the financial year ended 31st March, 2012 on 'going concern' basis.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels. The Directors also thank your company's Clients, Vendors, Investors and Bankers, along with various government agencies, the Software Technology Park, Noida & Hyderabad and other industry forums and agencies like NASSCOM, for the support received during the year and look forward to their continued support in the future.

For and on behalf of the Directors

-sd- -sd- Pradeep Dadlani Kedar Nath Choudhury Director Director

Place: NOIDA Date: 28th May 2012

Mar 31, 2011

The Directors are pleased to present their report on the business and operations of the Company for the financial year ended 31st March 2011

1. Financial Results

Rs.Lacs

Axis-IT&T Ltd. Consolidated for the Group

Year ended March31 2011 2010 2011 2010

Total income 3750.19 2027.27 16500.00 7818.16

Total expenditure ( before interest 2855.36 1715.00 14802.79 7017.69 & depreciation)

Profit/(Loss) before interest, depreciation, 894.83 312.27 1697.21 800.47 amortization and extra ordinary items

Interest&other finance charges 166.41 78.74 337.46 152.06

Depreciation&amortization 105.76 91.84 374.50 183.59

Provision for diminutioninthe value of Ã Ã Ã Ã investments or Bad Advances & Debts/ (Written Back)

Profit/ (Loss) before Tax and 622.66 141.71 985.25 464.81 Extraordinary Items

Extra Ordinary Income/ (Expenses) Ã Ã Ã Ã

Profit/ (Loss) before Tax 622.66 141.71 985.25 464.81

Provision for TaxÃ Current & Deferred (0.01) (37.54) 86.75 (24.51)

Profit/(Loss) after Tax 622.67 179.25 898.51 489.32

Tax Earlier Years Ã (30.42) Ã (56.65)

Prior Period Expense Adjustments/ Ã Ã Ã Ã (Income Adjustments)

Minority Interests Ã Ã 107.23 164.68

Profit/ (Loss) Brought Forward (2036.76) (2216.02) (1225.39) (1550.03)

Balance Available for appropriation (1414.09) (2036.76) (434.11) (1225.39)

Your company has shown, on a consolidated basis, growth of 111% in revenue and 112% in profit before taxes during the year under review as compared to the corresponding previous year.

2. Dividend

No dividends have been declared for the current year as the Company has a carried forward loss of Rs. 1414.10 lacs on a standalone basis

3. Transfer to Reserves

No Reserve has been created during the year.

4. Business Activities

During the year the Company remained focused on Engineering Design & till December 2010 on Software Development.

A. Engineering Design

In engineering design the company continued to focus on the Mechanical Engineering domain and saw excellent growth in Revenues & profitability. This resulted in increase in manpower strength of the Axis-IT&T Ltd. & its subsidiaries from 700 employees to 1070 employees during the year.

The Engineering Services offered by the company are:

1. CAD Design Services

- Concept Design

- Product Design

- 3D Modeling

- Detailing

- Tool Design

- Reverse Engineering

2. Simulation and F.E. Analysis

A comprehensive range of computer-aided engineering analysis services including FEA, CFD and optimization are offered as given below:

- Linear Static Analysis - Non-linear Analysis

- Dynamic Analysis - Modal Analysis

- Fatigue Analysis - CFD

- Steady State and Transient Thermal Analysis

Caterpillar continues to be the most valuable client and the future prospects of business from the client look to be promising.

Throughout the year, the engineering team successfully delivered high quality solutions on time to its clients. Our team has shown the ability to deliver engineering solutions that improve the quality, safety and value of our clients activities.

Your Company offers diversified services in design and detailing using Pro/Engineer, Inventor, Unigraphics and Solidworks. Ansys and other such tools are used for carrying out structural and thermal analysis. We have been successful in delivering tangible benefits to the customer in the form of value engineering Ã weight reduction and design simplification. Our engineers have demonstrated their capability to translate ideas into products.

The head Count at Axis Hyderabad Development Center (HDC) has increased by nearly 60% during the year. This resulted in the need for Facility expansion and therefore the center was moved to a new Facility in February 2011.

B. Software Development

Your company had a contract for Software Development Services with Intervioice Inc. Since the Company has continued to focus and grow its core activities Engineering Design Services, it has exited its Software development activities in December 2010.

C. Subsidiaries

AXIS Inc. :

AXIS- IT & T Limited has wholly owned subsidiary incorporated in the US, namely AXIS Inc. AXIS Inc. has a wholly owned subsidiary AXIS EU Ltd. in the UK.

Cades Digitech Pvt. Ltd. :

During the year your company made further investment in Cades Digitech Pvt. Ltd. of Rs. 2,00,50,000. Due to a Preferential Issue made by Cades Digitech Pvt. Ltd. during the year, the total stake of your company stood at 51.10% in M/s Cades Digitech Pvt. Ltd. engaged in rendering Engineering Design Services in the Aerospace & Automotive domains. The Company is based in Bangalore. During the year a wholly owned subsidiary of the Cades Digitech Pvt. Ltd. was incorporated in Canada named as Cades Technology Canada Inc.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company or subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and also that of its respective subsidiaries. The Financial Statements of each subsidiary shall also be available on Companys website www.axisitt.com.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

A statement of the holding companys interest in the subsidiary companies is attached as ÃAnnexure A and form part of this report.

5. Major events Subsequent to the Balance Sheet Date

There were no other major events subsequent to the balance sheet date.

6. Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising group as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are furnished in the Annual Report as Annexure B for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

7. Corporate Governance

The company adheres to the SEBI prescribed corporate governance norms. The Corporate Governance Report is attached as an Annexure to this report.

The shares of the Company are listed on the following exchanges:

1. National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra (E), Mumbai.

2. The Bombay Stock Exchange Ã Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai.

8. Responsibility Statement of the Board of Directors

The Directors responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies (Amendment) Act, 2000 in respect of the financial statements is annexed to this report.

9. Directors

Mr. P.Hemanth Polavaram was appointed as an Additional Director on 29.01.11. He serves as an Independent Director. He is a qualified chartered accountant from the Institute of Chartered Accountants of India and qualified company secretary from the Institute of Company Secretaries of India. He was awarded the prestigious V. Kumar Memorial Award for scoring the highest marks in the Institute of Company Secretaries tax law examinations. He is also a national rank holder in company secretary examinations. He holds a Graduate in Law Degree and Honors Degree in Commerce, both from Osmania University in Hyderabad, India.

Mr.. Pradeep Maitra & Mr. Vinay Shankar resigned from the Directorship w.e.f 17.07.2010 & 29.01.2011 respectively owing to their inability to attend Board meetings and preoccupation with other affairs.

The Board puts on record its sincere appreciation for the support, cooperation and dedicated work from both Mr. Pradeep Maitra & Mr. Vinay Shankar during their tenure as Directors of the Company.

10. Auditors

The auditors M/s Walker Chandiok & Co. retire from office at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

11. Auditors Report

The Auditors in para (x) of their CARO report on Standalone financials of the company have mentioned about the dilution of the net worth of the company.

The Company has made good progress during the year and Net worth has improved by Rs. 622.67 lacs.

12. Conservation of Energy, Research & Development Technology Absorption, Foreign Exchange earnings and Outgo

The particulars prescribed under Section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as follows:

a. Conservation of Energy

The operations of your Company involve low energy consumption and are not energy intensive. However, adequate measures have been taken to minimize the consumption through improved operational methods and new technologies. The company is using CFL bulbs to conserve its electricity and energy consumption.

b. Research & Development

Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical technologies and processes, which are likely to create value in the foreseeable future.

c. Foreign Exchange Earnings and Outgoings:

Activities relating to Exports, initiatives taken to increase exports, development of new export markets for product and services, and export plans:

Axis-IT&T is focused primarily on exports of its Engineering Design Services. The company has a delivery centre in Noida which is registered as an STP (Software Technology Park) Unit.

The company supplies its services to companies in the US, UK & Europe.

Axis-IT&T markets its services in the US & UK through Axis Inc. & Axis EU respectively.

The marketing team in the US & UK are supported by a Business Development Team.

The Business Development team does a search of companies that could potentially require the services being offered by Axis-IT&T and generates leads for the marketing teams based in the US & UK to follow up on.

The Business Development & Marketing efforts have resulted in the acquisition of new clients by the company and the company has a growing pipeline of orders.

Axis-IT&T is also supplying engineering services to Caterpillar India, Chennai, which is a registered STP and, therefore, the work done for it falls under the category of deemed exports.

Foreign exchange earned and used:

S. No. Particulars 2011 2010 (Rs. Lacs) (Rs. Lacs)

1. Foreign Exchange Earnings (accrual basis) 1896.71 870.44

2. Foreign Exchange Outgo (Including Capital Goods 266.47 84.68 & Spares)

3. Deemed Exports 1720.26 1138.01

13. Particulars of Employees :

There were no employees covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companys Particulars of Employees Rules 1975 as amended from time to time.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels. The Directors also thank your companys Clients, Vendors, Investors and Bankers, along with various government agencies, the Software Technology Park, NOIDA & Hyderabad and other industry forums and agencies like NASSCOM, for the support received during the year and look forward to their continued support in the future.

For and on behalf of the Directors Sd/- Sd/-

Pradeep Dadlani Kedar Nath Choudhury

Director Director

Place: NOIDA

Date: 25.05.2011

Mar 31, 2010

The Directors are pleased to present their report on the business and operations of the Company for the financial year ended 31st March 2010

1. Financial Results

Rs./Lacs

Axis-IT & T Ltd. Consolidated for the Group

Year ended March 31 2010 2009 2010 2009

Total income 2039.65 1224.56 7830.87 4279.46

Total expenditure (before interest & 1727.36 992.13 7030.07 3644.55

depreciation)

Profit / (Loss) before interest, depreciation, 312.29 232.43 800.08 634.91

amortization and extra ordinary items

Interest & other finance charges 78.74 31.81 152.4 42.42

Depreciation & amortization 91.84 87.99 183.59 104.50

Provision for diminution in the value of - - - -

investments or Bad Advances & Debts/ (Written Back)

Profit/ (Loss) before Tax and 141.71 112.63 464.81 488.16

Extraordinary Items

Extra Ordinary Income/ (Expenses) - - - - Profit/ (Loss) before Tax 141.71 112.63 464.81 488.16

Provision for Tax - Current & Deferred (37.54) 24.95 (24.51) 148.53

Profit / (Loss) after Tax 179.25 87.67 489.32 339.63

Tax Earlier Years (30.42) 0.09 (56.65) 18.27

Prior Period Expense Adjustments/ - 1.17 Nil 1.16

(Income Adjustments)

Minority Interests - - 164.68 -

Profit/ (Loss) Brought Forward after (2216.02) (2302.52) (1550.03) (1888.50)

adjusting amount transferred on

Amalgamation

Balance Available for appropriation (2036.76) (2216.01) (1385.35) (1550.03)

Despite the downtrend in the global economic environment, your company has shown, on a consolidated basis, remarkable growth and increase of 84% in revenue and has reported a profit before taxes of Rs. 464.81 lacs.

It may be noted that the consolidated results include those of Cades Digitech Pvt. Ltd. in which the company acquired 54.28% stake on 24th Oct. 2009.

Following the change in the control & management of the company, cost control measures coupled with vigorous efforts in sales and deliveries led to a dramatic improvement in the profitability of Cades Digitech Pvt. Ltd. The net profit of Cades Digitech Pvt. Ltd. for the last quarter was Rs. 238.32 lakhs.

2. Dividend

No dividends have been declared for the current year as the Company has carried forwarded losses of Rs. 2036.76 lacs on a standalone basis.

3. Transfer to Reserves

No Reserve has been created during the year.

4. Business Activities

During the year the Company remained focused on Engineering Design & Software Development.

A. Engineering Design

In engineering design the company continued to focus on the Mechanical Engineering domain and saw excellent growth in Revenues & profitability. This resulted in increase in manpower strength of the Axis group from 275 employees to more than 400 employees during the year.

The Engineering Services offered by the company are:

1. CAD Design Services

- Concept Design - Product Design - Design Validation

- 3D Modeling Detailing

- Tool Design

2. Simulation and F. E. Analysis

A comprehensive range of computer-aided engineering analysis services including FEA, CFD and optimization are offered as given below:

-Linear Static Analysis - Non-linear Analysis

-Dynamic Analysis - Modal Analysis

-Fatigue Analysis - CFD

-Steady State and Transient Thermal Analysis

Your Company offers diversified services in design and detailing using Pro/Engineer, Catia, Inventor, Ideas, Unigraphics and Solidworks. Ansys is used for carrying out structural and thermal analysis. We have been successful in delivering tangible benefits to the customer in the form of value engineering Ã weight reduction and design simplification. Our engineers have demonstrated their capability to translate ideas into products.

Caterpillar continues to be the most valuable client and the future prospects of business from the client look to be very promising.The company has vastly enhanced its facilities in Chennai to cater to the rapidly growing needs for its services in the region.The ManagementÃs strategic decision to focus on Chennai has paid off well. In Chennai the business from Caterpillar has grown during the year to Rs. 12 Cr.s from last yearÃs Rs. 3.3 Crs, inspite of the recession. The head count has increased to 150 from 33. The Management will continue to focus on Chennai during the present financial year too. A new office with a capacity for 182 seats has been established in Chennai at a strategic location with state of the art infrastructure.

Throughout the year, the engineering team successfully delivered high quality solutions on time to its clients. Our team has shown the ability to deliver engineering solutions that improve the quality, safety and value of our clientsÃ activities.

B. Software Development

AXIS-IT&T Limited provides development and testing services to software product companies to develop new and enhanced products. The company also collaborates with other organizations to develop customized software tools. The company focuses on building strong ties with its customers, enabling it to provide dependable, high-value, quality service.

During the year the company further strengthened its relationship with its key customer Intervoice.

C. Subsidiaries AXIS Inc.

AXIS- IT & T Limited has only one subsidiary which is incorporated in the US, namely AXIS Inc.

AXIS Inc. has a wholly owned subsidiary AXIS EU Ltd. in the UK.

The accounts of the Company as well as its wholly owned subsidiary Ã AXIS EU Limited are annexed hereto.

Cades Digitech Pvt. Ltd.

During the year your company acquired a 54.28% stake in M/s Cades Digitech Pvt. Ltd. which is engaged in rendering Engineering Design Services in the domain of Aerospace. The Company is based in Bangalore.

The statement pursuant to Section 212 of the Companies Act, 1956 is annexed as Annexure (A) to this Report.

5. Major events Subsequent to the Balance Sheet Date

a. Relinquishing of responsibilities as President & CEO by Mr. Rohitasava Chand.

Mr. Rohitasava ChandÃs term as President & CEO ended on 31.03.2010 and he relinquished charge of his executive responsibilities on that date. Mr. Chand however continues to serve on the Board of the company.

b. Appointment of Mr. S. Ravinarayanan as CEO

Mr. S. Ravinarayanan was appointed as the new CEO of the company with effect from 1st April 2010. He continues to serve as the Chairman of the company as well.

6. Postal Ballot

Special Resolution in terms of Section 372A of the Companies Act, 1956 is proposed to be passed by way of postal ballot as required by Section 192A of the Companies Act, 1956 and the Companies (Passing of Resolutions by Postal Ballot) Rules 2001.

The Board has appointed Mr.Anant Khamankar of Anant B Khamankar & Co., Company Secretaries, as the Scrutiniser for the postal ballot process.

Notice of the Postal Ballot along with the draft resolution and explanatory statement are being sent along with the Notice of the 20th Annual General Meeting.

7. Group for inter se transfer of shares

Pursuant to an intimation received from the promoters, under regulation 3(I)(e)(i) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of aforesaid SEBI Regulations, are given in the Annexure attached herwith and forms part of this report.

8. Corporate Governance

The company adheres to the SEBI prescribed corporate governance norms. The Corporate Governance Report is attached as an Annexure to this report. The shares of the Company are listed on the following exchanges:

1. National Stock Exchange of India Ltd. Exchange Plaza

Bandra Kurla Complex, Bandra (E), Mumbai.

2. The Bombay Stock Exchange Ã Mumbai Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai.

9. Responsibility Statement of the Board of Directors

The DirectorsÃ responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies (Amendment) Act, 2000 in respect of the financial statements is annexed to this report.

10. Directors

Mr. Kedar Nath Choudhury was appointed as an Additional Director on 31.10.08 and was appointed as a Director in the AGM dated 14.08.09. He serves as a Non-Executive Director. He is a qualified Chartered Accountant & Cost & Works Accountant with over 15 years of experience in the areas of Banking, Financial Planning, Budgeting, forecasting, Compliance, ERP implementation etc.

Mr. Joseph Koshy resigned from the Directorship w.e.f 28.04.2009 owing to his inability to attend Board meetings as he is very preoccupied with his personal business.

11. Auditors

The auditors M/s Walker Chandiok & Co. retire from office at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

12. Auditors Report

The Management has noted the observation made by the Auditors in para (vii) of their CARO report regarding the Internal Audit system and is taking steps to enhance the scope and frequency of Internal Audit.

The Auditors in para (x) of their CARO report on Standalone financials of the company have mentioned about the net worth of the company.

The Company made good progress during the year and was profitable on both stand-alone as well as consolidated basis.

13. Conservation of Energy, Research & Development Technology Absorption, Foreign Exchange earnings and Outgo

The particulars prescribed under Section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as follows:

a. Conservation of Energy

The operations of your Company involve low energy consumption and are not energy intensive. However, adequate measures have been taken to minimize the consumption through improved operational methods and new technologies. The company is using CFL bulbs to conserve the electricity and energy consumption.

b. Research & Development

Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical technologies and processes, which are likely to create value in the foreseeable future.

c. Foreign Exchange Earnings and Outgoings:

Activities relating to Exports, initiatives taken to increase exports, development of new export markets for product and services, and export plans:

Axis-IT&T is focused primarily on exports of its Engineering & Software Services. The company has a delivery centre in Noida which is registered as an STP (Software Technology Park) Unit.

The company supplies its services to companies in the US, UK, Netherlands, Australia & Germany.

Axis-IT&T markets its services in the US & UK through Axis Inc. & Axis EU respectively.

The marketing team in the US & UK are supported by a Business Development Team based in India.

The Business Development team does a search of companies that could potentially require the services being offered by Axis-IT&T and generates leads for the marketing teams based in the US & UK to follow up on.

The Business Development & Marketing efforts have resulted in the acquisition of several new clients by the company and the company has a continuously growing pipeline of both new customers as well as orders.

Axis-IT&T is also supplying engineering services to Caterpillar India, Chennai, which is a registered STP and, therefore, the work done for it falls under the category of deemed exports.

Foreign exchange earned and used:

S. No. Particulars 2010 2009

(Rs Lacs) (Rs. Lacs)

1. Foreign Exchange Earnings (accrual basis) 870.44 715.52

2. Foreign Exchange Outgo (Including Capital Goods & Spares) 84.68 30.61

3. Deemed Exports 1138.01 356.32

14. Particulars of Employees :

There were no employees covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the CompanyÃs Particulars of EmployeesÃ Rules 1975 as amended from time to time.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels. The Directors also thank your companyÃs Clients, Vendors, Investors and Bankers, along with various government agencies, the Software Technology Park, NOIDA and other industry forums and agencies like NASSCOM, for the support received during the year and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rohitasava Chand Kedar Nath Choudhury

Director Director

Place: Noida Dated: 25.05.2010

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