Directors Report of B2B Software Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the Twenty First Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2015 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

Standalone

PARTICULARS 2014 - 2015 2013 - 2014

Revenue from operations 54,572,549 47,272,600

Other Income 2,484,645 2,301,888

TOTAL INCOME 57,057,194 49,574,488

Total Expenditure 49,735,031 43,432,952

Profit / (Loss) before exceptional Items 7,322,163 6,141,536

Exceptional Items — —

Profit / (Loss) before extraordinary items 7,322,163 6,141,536

Extraordinary items — —

Profit / (Loss) before tax 7,322,163 6,141,536

Less: Provision for tax — —

Fringe Benefit Tax — —

Deferred Tax — —

Profit / Loss after tax for the year 7,322,163 6,141,536

Basic and Diluted EPS 0.63 0.53

Consolidated

PARTICULARS 2014 - 2015 2013 - 2014

Revenue from operations 82,919,783 72,349,239

Other Income 2,484,645 2,301,888

TOTAL INCOME 85,404,428 74,651,127

Total Expenditure 78,040,635 67,801,638

Profit / (Loss) before exceptional Items 7,363,793 6,849,489

Exceptional Items — —

Profit / (Loss) before extraordinary items 7,363,793 6,849,489

Extraordinary items — —

Profit / (Loss) before tax 7,363,793 6,849,489

Less: Provision for tax — —

Fringe Benefit Tax — —

Deferred Tax — —

Profit / Loss after tax for the year 7,363,793 6,849,489

Basic and Diluted EPS 0.64 0.59

Industry Structure and development

Microsoft Dynamics is a growing business and global organizations identify Microsoft Dynamics as the preferred vendor for their next ERP investment.Microsoft Dynamics customer relationship management (CRM) and enterprise resource planning (ERP) software connects people, processes, and systems. With easy to use, fast to implement tools to manage financials, supply chain, and operations.Microsoft Dynamics is sold by a global network of solution specialists, known as partners or resellers.

State of Company affairs

B2B is one of the Microsoft Partner specialized in providingImplementation services for Microsoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includes mid-sized companies and larger enterprises.

As a Microsoft partner - B2B advances and adds value to Microsoft's leading business solutions and client relationships by ensuring that companies get the highest level of attention, expertise and results from Microsoft technology.

B2B has developed several Add-on's namely Quality, HR & Payroll, Plant Maintenance and Life sciences Vertical for Microsoft Dynamics on NAV and AX.

LISTING OF EQUITY SHARES:

The Company's Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 - 2015.

TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.72,561,661/- brought forward from the previous years. The profit of Rs.7,322,163/- earned during the year has been adjusted against the losses and the accumulated losses are reduced to Rs.65,567,354/-. Hence your company does not propose to transfer any amount to the Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the Financial year ended 31st March, 2015 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary, are available on our website www.b2bsoftech.com. These documents will also be available for inspection during business hours at our registered office.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the policy.

This mechanism is for the employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS:

INDUCTIONS:

On the recommendations of the nomination and remuneration committee, the Board appointed Ms. Rajeswari Immani (DIN: 07127791) as an Independent Director on the Board with effect from 28th March, 2015. We seek your support in confirming the appointment of Ms. Rajeswari Immani (DIN: 07127791) in the ensuing Annual General Meeting.

RE - APPOINTMENTS:

As per the provisions of the Companies Act 2013, Dr. Murthy Mutyala (DIN: 02394524) and Dr. Ram Nemain (DIN: 01131212) retire at the ensuing Annual General Meeting and being eligible, seek their re-appointment. The Board recommends their re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

Dr. RAM NEMANI:

During the year, the Board of your Company has appointed existing Director Dr. Ram Nemani as Chief Executive Officer (CEO) with effect from 1st October, 2014 which was approved by the Audit Committee and the Nomination and Remuneration Committee.

EXECUTIVE DIRECTORS :

Mr. V. Bala Subramanyam was appointed as Executive Director with effect from 1st October, 2014 for a period of 3 years. Mr. V.V. Nagendra was redesignated as the Executive Director of the company with effect from 1st October, 2014 for a period of 3 years. The said appointments were approved by the members in the AGM held on 30.09.2014.

Mr. SUNIL NEMANI:

During the year, the Board of your Company has appointed existing Director Mr. Sunil Nemani as the Chief Financial Officer (CFO) with effect from 1st October, 2014 which was approved by the Audit Committee and the Nomination and Remuneration Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 8 (Eight) Board meetings were held on the following dates:

a. 28.05.2014

b. 06.08.2014

c. 23.08.2014

d. 30.09.2014

e. 25.10.2014

f. 16.12.2014

g. 12.02.2015

h. 28.03.2015

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 - 15, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees & investments under Section 186 of the Act during the financial year 2014 - 15. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is required to furnish information required under the provisions of the said Act.

COMMITTEES OF THE BOARD:

Audit Committee

The Audit Committee constitutes of Mr. M. Rambabu, Mr. A. Rambabu, Mr. Ch. Suresh, Ms. Rajeswari Immani, Dr. Murthy Mutyala and Dr. Ram Nemani. The Board of Directors have accepted all the recommendations given by the Audit Committee. The terms and reference of Audit Committee and details of meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consits of Mr. A. Rambabu, Mr. M. Rambabu, Mr. Ch. Suresh and Dr. Murthy Mutyala. The terms of reference and the policy are provided in the Corporate Governance Report.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your company with related parties is attached herewith as Annexure - II.

Risk and Risk Mitigations :

Microsoft Dynamics being a growing business, new entrants into the market and competition will continue to exert pricing pressure undermining industry profitability. Strategic positioning and generating higher level of economic value by continuing to build IP and offer value added services around verticals and add-on's is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route is identified. The Board of Directors of your company have not identified any risks which will affect the going concern nature of the company.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure - III to this report.

PARTICULARS OF EMPLOYEES:

The information and statement required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure - IV and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of this report as Annexure - V.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2014 M/s. Umamaheswara Rao & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Umamaheswara Rao & Co., Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. K. Jhansi Laxmi, Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2014 - 2015. The Secretarial Audit report is annexed herewith as Annexure - VI

Reply to observation raised by the Secretarial Auditor:

Owing to the Financial position of the Company, we are not able to find a Whole Time Company Secretary who is suitable for our size of Company. The Company is still in process of search of a Whole Time Company Secretary.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place : Hyderabad Date : 14.08.201 V. BALA SUBRAMANYAM V.V. NAGENDRA Executive Director Executive Director DIN: 06399503 DIN: 0231729

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Mar 31, 2014

The Members,

B2B Softwa re Tech nologies Li m ited

The Directors hereby present the Twentieth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2014 and the report of the Auditors thereon.

FINANCIAL RESULTS:

PARTICULARS: 2013-2014 2012-2013 Consolidated Results 2013- 2014

Total Income 49,574,488 45,596.454 74,651,127

Exoenditure 43.432.952 43.384.007 67.801.639

Profit/(Loss) before tax 6,141,536 2,212,447 6,849,488

Less: Provision for tax -

Fringe Benefit Tax Deferred Tax

Profit i Loss after tax 6,141,536 2,212,447 6,849,488

Add: Brought forward from (78,703,197) (80,915,644) (78,909,096) previous year

Transfer to Balance Sheet (72.561.661) (78.703.197) (72.059.6081

OPERATIONS & FUTURE PROSPECTS:

The performance of your Company during the financial year 2013 - 2014 was quite encouraging. The Company has achieved a nominal profit after tax of Rs.61,41,536/- on a turnover of Rs.4,95,74,488/- compared to the profit of Rs.22,12,447/-lakhs on a turnover of Rs.4,55,96,454/-duringthe previous year.

The management of your Company has strong hope about the future wherein the Company would make an indelible mark in the industry growing from strength to strength.

TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.72,561,661/-. The profit of Rs.6,141,536/- earned during the year has been adjusted against the losses. Hence your company does not propose to transfer any amount to the Reserves.

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company''s subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Y. Satyanarayana, Director of the company retires by rotation and being eligible offers himself for re appointment. The Board recommends his re appointment.

The Company has received notice from a member proposing to appoint Mr. V. Bala Subramanyam as Director of the Company with effect from 1st October, 2014. The Board had also proposed to appoint him as the Executive Director of the Company with effect from 1st October, 2014 on the terms and conditions mentioned in the resolution set out in the Notice.

The Board of Directors in their meeting held on 23.08.2014 decided to re designate Mr. V. V. Nagendra as the Executive Director of the Company with effect from 1st October, 2014 on the terms and conditions mentioned in the resolution set out in the Notice.

Mr. M. Rambabu, Mr. Rambabu Arumilli and Mr. Ch. Suresh were appointed as Independent Directors under the erstwhile Companies Act, 1956 as Directors of the Company liable to retire by rotation. Consequent to enactment of Companies Act, 2013 (effective from 1st April, 2014) and subsequent circulars and notifications issued by the Ministry of Corporate Affairs the aforesaid Directors are being appointed as Directors not liable to retire by rotation and to hold office for a period of 5 years upto 31st March, 2019.

We are in the process of identifying a Woman Director for complying with the provisions of Companies Act, 2013 and Clause 49 of the listing agreement.

Dr. Ram Nemani resigned as the Chairman of the Company. The Board of Directors had appointed Dr. Ram Nemani as the CEO of the Company with effect from 1st October, 2014 after the approval and recommendation of the Audit and Nomination and Remuneration Committee. The said appointment is in pursuance of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CFO APPOINTMENT:

The Board of Directors in their meeting held on 23rd August, 2014 had approved the appointment of Mr. Sunil Nemani as the Chief Financial Officer of the Company with effect from 1st October, 2014 with remuneration of Re.l/- per year. The said appointment is in pursuance of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in compliance of Clause 49 of the Listing Agreement.

The said appointment was reviewed and approved by both the Audit Committee and the Nomination and Remuneration Committee.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31s1, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had 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 of the Company for the year ended on March 31st, 2014;

(iii) the directors had 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;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Umamaheswara Rao&Co, Chartered Accountants have consented to be reappointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 141 (3) (g) of the Companies Act, 2013. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required underthe provisions of the Listing Agreement.

The Board of Directors recommends the appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee''s) Rules, 1975.

TECHNOLOGY ABSORPTION. ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forthe year ended March 31,2014 are as follows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impactof measuresforreductionofenergyconsumption/energyconservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived : NIL

3. Future plan of Action : NIL

4. Expenditure on R&D : NIL

C. TECHNOLOGY ABSORPTION:

a. Efforts in brief madetowardsTechnology absorption, adoption and innovation

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc.

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished:

a. Technology Imported: NIL

b. YearofImport:NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action: NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic clients and partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 3 new countries in our International Partner Network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place: Hyderabad Date : 23.08.2014

V. V. NAGENDRA Managing Director Y. SATYANARAYANA Director

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Mar 31, 2013

To, The Members of B2B Software Technologies Limited

The Directors hereby present the Nineteenth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2013 and the report of the Auditors thereon.

FINANCIAL RESULTS:

(in Rupees)

PARTICULARS: 2012-2013 2011-2012 Consolidated 2012-2013

Total Income 45,596,454 44,206,944 63,245,910

Expenditure 43,384,007 45,153,048 60,58 7,960

Profit /(Loss) before tax *2,212,447 (946,104) 2,657,950

Less: Provision for tax

Fringe Benefit Tax

Deferred Tax

Profit/(Loss) after tax 2,212,447 (946,104) 2,657,950

Add: Brought forward from previous year (80,915,644) (79,969,540) (81,155,051)

Transfer to Balance Sheet (78,703,197) (80,915,644) (78,497,101)

OPERATIONS & FUTURE PROSPECTS:

The Performance of the company better than previous year. There are no material changes occurred after the date of Balance Sheet affecti ng the business of the company. The company does not propose to transfer any amount to the reserves since the company has incurred losses. Detailed note on operations & Future prospects are given in Management Discussions & Analysis.

Dr. Murthy Mutyala (Promoter) sold 50,000 shares to meet the Minimum Public Share Holding under Regulation of 40A of the listing agreement

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company''s subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Ram Nemani and Mr. Ch. Suresh, Directors of the company retire by rotation and being eligible offer themselves for re appointment. The Board recommends their re appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 21 7 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that: (i) in the preparation of the Annual Accounts for the year ended March 31st, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had 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 loss of the Company for the year ended on March 31 st, 2013;

(iii) the directors had 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;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Umamaheswara Rao & Co, Chartered Accountants have consented to be re appointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 224 of the Companies Act, 1956. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required underthe provisions of the Listing Agreement.

The Board of Directors recommends the re-appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee''s) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particu lars in the Report of the Board of Di rectors) Ru les, 1988, for the year ended March 31,2013 are as fol lows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impact of measures for reduction of energy consumption/energy conservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived: NIL

3. Futureplan of Action: NIL

4. ExpenditureonR& D: NIL

C. TECHNOLOGYABSORPTION:

a. Efforts in brief made towards Technology absorption, adoption and innovation-NIL

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc. - NIL

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished:

a. Technology Imported - NIL

b. Year of Import- NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action- NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic Clients & Partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 5 new countries in our international partner network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place: Hyderabad v v NAGENDRA Y. SATYANARAYANA

Date: 12.08.2013 Managing Director Director

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Mar 31, 2012

To, The Members of B2B Software Technologies Limited

The Directors hereby present the Eighteenth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2012 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

PARTICULARS: 2011-2012 2010-2011 Consolidated 2011 -2012

Total Income 44,206,944 44,679,754 57,528,930

Expenditure 45,153,048 79,088,690 58,397,293

Profit/(Loss) before tax (946,104) (34,408,936) (868,363)

Less: Provision for tax - - 6,471

Profit/Loss after tax (946,104) (34,408,936) (874,834)

Add: Brought forward from previous year (79,969,540) (45,560,604) (80,279,061)

Transfer to Balance Sheet (80,915,644) (79,969,540) (81,153,895)

OPERATIONS & FUTURE PROSPECTS:

The Performance of the company better than previous year. There are no material changes occurred after the date of Balance Sheet affecting the business of the company. The company does not propose to transfer any amount to the reserves since the company has incurred losses.

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company's subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Mr. A. Rambabu and Mr. M. Rambabu, Directors of the company retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31st, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had 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 loss of the Company for the year ended on March 31st, 2012;

(iii) the directors had 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;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS AND AUDIT REPORT:

The notes on Financial Statement referred to in the Auditors Report are self explanatory and do not call for any further comments.

M/s. Niranjan & Narayan, Chartered Accountants have expressed their unwillingness to continue as the Statutory Auditors of the Company due to their pre-occupations. The Board of Directors had identified M/s. Umamaheswara Rao & Co., Chartered Accountants to be appointed as Statutory Auditors of the Company.

M/s. Umamaheswara Rao & Co, Chartered Accountants have consented to be appointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 224 of the Companies Act, 1956. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required under the provisions of the Listing Agreement.

The Board of Directors recommends the appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee's) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31, 2012 are as follows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impact of measures for reduction of energy consumption/energy conservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived: NIL

3. Future plan of Action: NIL

4. Expenditure on R&D: NIL

C. TECHNOLOGY ABSORPTION:

a. Efforts in brief made towards Technology absorption, adoption and innovation : NIL

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc: NIL

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year,

following information may be furnished:

a. Technology Imported: NIL

b. Year of Import : NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action: NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic Clients & Partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 5 new countries in our international partner network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

V. V. NAGENDRA Y. SATYANARAYANA Managing Director Director

Place: Hyderabad Date :03.08.2012

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Mar 31, 2010

The Directors hereby present the Sixteenth Annual Report of your Company together withthe Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2010 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

PARTICULARS: 2009-2010 2008 - 2009 Consolidated 2009 - 2010

Total Income 43,200,074 52,970,668 50,355,020

Expenditure 47,193,627 65,441,763 54,726,752

Profit /(Loss) before tax (3,993,553) (12,471,096) (4,371,732)

Less: Provision for tax - - 107,561

Fringe Benefit Tax - 108,255 -

Deferred Tax - - -

Profit / Loss after tax (3,993,553) (12,579,351) (4,479,293)

Add: Brought forward from previous year (41,567,050) (28,987,699) (48,979,625)

Transfer to Balance Sheet (45,560,603) (41,567,050) (53,458,918)



OPERATIONS & FUTURE PROSPECTS:

It forms part of the Management discussion and analysis annexed to this report

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Companys subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Ram Nemani and Mr. M. Gopalakrishna, Directors of the company retire by rotation and being eligible offer themselves for re appointment. The Board recommends their re appointment.

Mrs. P. Samantha Reddy was re appointed as the Managing Director of the Company for a further period of 3 years with effect from 31st January, 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereh confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31st, 2010, the applicable accountin; standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment; 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 loss of the Company for the year ended on March 31st, 2010;

(iii) the directors had 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;

(iv) annual accounts have been prepared on a going concern basis.

REPLIES TO AUDIT OBSERVATIONS:

1) The auditors are unable to comment on the extent of recoverability of a loan amounting to Rs. 4,91,03,406/- as at the end of the year due from a related company.

Reply: The decision of Board of Directors for writing off the loan is pending since the audit committee has not recommended the writing off of the loan.

AUDITORS:

M/s. M. Anandam & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, The Company has received a notice stating that they would be within the limits as prescribed under the provisions of Section 224 (1B) of the Companies Act, 1956 The Board recommends their re-appointment

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board P. SAMANTHA REDDY Managing Director

Place : Hyderabad V V NAGENDRA

Date : 11.08.2010 Executive Director