Directors Report of SoftTech Engineers Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 29^th Annual Report on the business and operations of your
Company together with the Standalone and Consolidated Audited Financial Statement and the Auditors''
Report of your Company for the Financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company''s financial performance for the year under review is given hereunder:

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations (Net)	9335.78	7861.35	9524.99	7877.59
Other Income	290.59	262.08	223.96	229.22
Total Revenue	9626.37	8123.43	9748.95	8106.81
Depreciation and Amortization	1632.70	1343.36	1633.59	1344.42
Total Expenses (including Depreciation and Amortization)	8946.05	7187.46	9421.84	7542.44
Profit/ (Loss) Before Tax	680.32	935.97	327.11	564.37
Tax Expenses:
1. Current Tax	280.56	328.44	292.56	328.44
2. Deferred Tax	(37.78)	(104.35)	(44.54)	(111.26)
Short/(Excess) provision for previous years	(53.97)	14.74	(53.97)	14.74
Net Profit/ (Loss) After Tax	414.00	697.14	133.07	332.45
Earning per share Basic Diluted	3.16 3.15	6.17 6.17	1.00 1.00	3.17 3.17

During the year under review, the Company has achieved a gross turnover of ^9626.37 lakhs in comparison to
previous year''s turnover which was ^8123.43 lakhs. It represented an increase of 15.61 % over the previous
year. The Profit after tax stood at ^414.00 lakhs as against ^697.14 lakhs in previous year. Key aspects of
financial performance of your Company for the Current Financial year 2024-25 along with the Previous
Financial year 2023-24 are tabulated in the Financial Results above.

2. KEY DEVELOPMENTS OF THE COMPANY:

â¢ Mr. Vijay Shantiswarup Gupta, M/s Udyat Indian Ventures LLP and M/s Covisible Solutions India Private
Limited ("hereinafter referred to as "Sellers") have entered into Share Purchase Agreement on
10.06.2024 with Einstein Work Pte. Ltd. ("hereinafter referred to as "Purchaser") whereby the seller
agreed to sell 25,00,000 equity shares in total entitling the purchaser to exercise 19.50% stake in the
Company.

â¢ Appointment of Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) as a Non-Executive, Independent
Director of the Company on May 06, 2025 by passing special resolution through postal ballot.

â¢ The Company approved the acquisition and have entered into Share Purchase Agreement on 05.12.2024
with Envee Information Technology Private Limited which has been associated with MIDC for more than

25 years and the present employees of the Envee working on MIDC projects would help SoftTech
Engineers Limited in implementation/support for future MIDC projects.

â¢ Founder & CEO of SoftTech Engineers, Mr. Vijay Gupta was honoured with Lifetime Excellence Award
at Digicon powered by AutoDesk Construction Cloud."

â¢ The members by Special resolution at Extra-Ordinary General Meeting approved allotment upto
9,87,998 (Nine Lakhs Eighty Seven Thousand Nine Hundred and Ninety Eight) equity shares of the
Company of face value of Rs. 10/- (Rupees Ten only) each ("Equity Shares"), at a minimum issue price
of Rs. 405/- (Rupees Four Hundred and Five only) (which included a premium of Rs. 395/- (Rupees Three
Hundred and Ninety Five only) per equity share which aggregated to Rs. 40,01,39,190 (Rupees Forty
Crores One Lakhs Thirty Nine Thousand One Hundred and Ninety only) to the "Proposed Allotees", i.e.
Einstein Work Pte. Ltd. and Florintree Technologies LLP.

â¢ The Company entered into agreement on 19.05.2025 with Ms. Sandy Moser (the "Seller"), for
acquisition of 50,000 no-par value shares, having a nominal value of EUR 1.00 each, in accordance with
the terms set out in the Agreement in SoftTech Digital AG .

3. DIVIDEND:

Considering the situation and in order to conserve the resources, the Board of Directors do not recommend
dividend for the Financial Year 2024-25.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to
transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the unpaid
dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that
the shares on which dividend has not been claimed or encashed for seven consecutive years or more be
transferred to the IEPF.

The following are the year-wise list of unclaimed dividends and their corresponding shares that would become

eligible to be transferred to the IEPF on the dates mentioned belowr

Year	Type of dividend	Dividend per share (in Rs.)	Date of declaration	Due date for transfer to IEPF
2017-18	Final Dividend	Rs. 0.50/- per equity share	28-09-2018	27-10-2025
2018-19	Final Dividend	Rs. 0.50/- per equity share	30-09-2019	29-10-2026

Note:

Please note that as of now there is none of the shareholders holding shares with Dividend is unpaid for seven
consecutive years hence there is no shareholder whose shares are to be transferred to IEPF based on 2017Â¬
18.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

No amount was transferred to the reserves during the Financial Year ended on March 31, 2025.

6. LISTING OF SECURITIES ON STOCK EXCHANGES:

The shares of the Company are listed on main board of the National Stock Exchange of India Limited and BSE
Limited. Further, the Company is registered with both NSDL & CDSL.

7. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

In accordance with the provisions of the Companies Act, 2013 and SEBI regulations, the Management
Discussion and Analysis report is given as ''Annexure A'' to this report.

8. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return for FY 2023-24 in the prescribed format is
available at https://softtechglobal.com/wp-content/uploads/2025/04/MGT 7 2023-24-1.pdf. The Company
would upload the annual return for FY 2024-25 once the filed with Ministry of Corporate Affairs.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Changes in Composition of the Board of Directors:

Appointment:

a. Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) was appointed as a Non-Executive, Independent
Director of the Company by passing special resolution through postal ballot.

Cessations:

b. Mr. Garth Brosnan (DIN: 09836995) resigned as the Non-Executive Nominee Director of the Company
representing RIB ITWO Software Private w.e.f. May 24, 2024 due to the fact that the Loan payable to
RIB Group has been fully repaid and there is no longer any need to fulfil the role of representative
director.

Re-appointment of Directors:

c. The shareholders at Annual General meeting of the Company held on September 27, 2024 approved
the re-appointment of :

d. Mr. Vijay Shantiswarup Gupta (DIN: 01653314) as the Managing Director of the Company w.e.f. 24^thFebruary, 2025.

e. Ms. Priti Gupta (DIN: 01735673) as the Whole-Time Director of the Company w.e.f. 24^th February, 2025

f. Mr. Pratik Patel (DIN: 08798734) as the Whole-Time Director of the Company w.e.f. 18^th July, 2025

g. Mr. Sundararajan Srinivasan (DIN: 07936396) was re-appointed as Non-Executive, Independent
Director w.e.f. July 10, 2025 by passing special resolution through postal ballot.

h. As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable provisions
thereunder, Mr. Pratik Patel (DIN: 08798734), Whole-time Director of the Company, whose office is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reÂ¬
appointment. Based on the recommendation of the Nomination and Remuneration Committee, the
Board recommends his re-appointment to the shareholders in the ensuing Annual General Meeting.

II. Appointment / Resignation of Key Managerial Personnel:

Not applicable

III. Declaration from Independent Directors and statement on compliance of code of conduct:

Your Company has received necessary declarations from all its Independent Directors stating that they
meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent
Directors have confirmed that they are not aware of any circumstances or situations, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

Independent Director have complied with Code of Independent Directors prescribed in Schedule IV of
Companies Act, 2013. All the Independent Directors of the Company have enrolled themselves in the
data bank with the ''Indian Institute of Corporate Affairs'', New Delhi, India.

In the opinion of the Board the Independent Directors possess necessary expertise and experience
(including the proficiency) and they are of high integrity and repute. During the year, Independent
Directors of the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees for attending meetings of the Board of Director. The details of sitting fees paid are
mentioned in the Corporate Governance Report.

All the Directors and Senior Management Personnel have also complied with the code of conduct of
the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

IV. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

The annual evaluation framework for assessing the performance of Directors comprises of the
following key areas:

a) Attendance for the meetings, participation and independence during the meetings.

b) Interaction with Management.

c) Role and accountability of the Board.

d) Knowledge and proficiency

e) Strategic perspectives or inputs.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion
emanating out of the performance evaluation exercise were reviewed by the Independent Directors
at their separate meeting held on August 14, 2024 and Nomination & Remuneration Committee &
Board of Directors at their respective meetings held on August 14, 2024 for the Financial year 2024Â¬
25. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement
in the processes and related issues for enhancing Board effectiveness were discussed by the
Nomination & Remuneration Committee & Board. Overall, the Board expressed its satisfaction on the
performance evaluation process as well as performance of all Directors, Committees and Board as a
whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function
effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in the Report
on Corporate Governance Report which is attached as Annexure E to this Report.

A member of the Nomination and Remuneration Committee and the Board does not participate in the
discussion during his / her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out the
performance evaluation of the Board, the Committees of the Board and individual directors.

V. The Composition of Board of Directors & Key Managerial Person as at March 31, 2025 consists of
following:

Sr. No.	Name	Designation
1.	Mr. Vijay Gupta	Managing Director and Chief Executive Officer
2.	Mrs. Priti Gupta	Whole-time Director
3.	Mr. Pratik Patel	Whole-time Director
4.	Mr. Sridhar Pillalamarri	Independent Director
5.	Mr. Sundararajan Srinivasan	Independent Director
6.	Dr. Rakesh Kumar Singh	Independent Director
7.	Mr. Yogeshkumar Mangubhai Desai	Independent Director (He is appointed on 12Â¬ 02-2024 vide board resolution and postal ballot was passed on 03.05.2024.)
8.	Mr. Kamal Agrawal	Chief Financial Officer
9.	Ms. Shalaka Khandelwal	Company Secretary & Compliance Officer

Note:

â¢ Mr. Garth Brosnan resigned as a Nominee Director w.e.f. May 24, 2024.

10. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company''s / business policy and strategy apart
from other businesses. The notice of Board meeting is given well in advance to all the Directors. The Agenda
of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and
Managing Director and Chief Financial Officer of the Company. The Agenda for the Board and Committee
meetings covers items set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Companies Act, 2013 to the extent it is relevant and applicable. The Agenda for the Board and Committee
meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take
an informed decision.

During the Financial Year under review, the Board of Directors of the Company has met Four (4) times on May
24, 2024, August 14, 2024, November 14, 2024, and February 11, 2025. The maximum interval between any
two meetings was well within the maximum allowed gap of 120 days. Details of these Board meetings are
provided in the Corporate Governance Report which is Annexure E to this Report.

11. COMMITTEES OF THE BOARD:

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee,
Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Corporate Social
Responsibility Committee and Risk Management Committee.

Details of all the Committees along with their scope, compositions and meetings held during the year are
outlined in the Corporate Governance which forms part of this Annual Report as Annexure E and is also
available on the website of the Company https://softtech-engr.com/wp-content/uploads/Composition-of-
various-committees-of-board-of-directors-1.pdf or https://softtechglobal.com/wp-

content/uploads/2024/08/Composition-of-various-committees-of-board-of-directors updated-
07.11.2023.pdf

All the recommendations made by the Committees to the Board of Directors were accepted by the Board,
after due deliberation.

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2024-25 were on arm''s length basis and were in
the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the
Company during the Financial Year that require Shareholders'' approval under Regulation 23(4) of SEBI LODR
or Section 188 of the Act. There have been no materially significant related party transactions with the
Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013. The
approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature
were approved through omnibus route. All the transactions were in compliance with the applicable provisions
of the Companies Act, 2013 and SEBI LODR, as applicable. Form AOC-2 is enclosed herewith as ''Annexure B''
to the Boards'' Report.

The disclosures as per Indian Accounting Standards for the related party transactions are given in the Financial
Statement of the Company.

13. CHANGES IN SHARE CAPITAL:

Preferential /Private Placement Basis

The Company has considered and approved the allotment of 9,87,998 equity shares of the Company at the
Extraordinary General Meeting of Members ("EGM") held on Wednesday, December 11, 2024 at 04:00
P.M. (IST) of face value of Rs. 10/- (Rupees Ten only) each ("Equity Shares"), at a minimum issue price of
Rs. 405/- (Rupees Four Hundred and Five only) (which included a premium of Rs. 395/- (Rupees Three
Hundred and Ninety Five only) per equity share aggregating to Rs. 40,01,39,190 (Rupees Forty Crores One
Lakhs Thirty Nine Thousand One Hundred and Ninety only) determined in accordance with the provisions
of Chapter V of SEBI ICDR Regulations, 2018 to the below mentioned Allottees from the ''Non-Promoter''
category:

Sr. No.	Name of Proposed Allottee	Maximum No. of Equity Shares	Maximum Consideration Amount (Rs.)
1.	Einstein Work Pte. Ltd.	7,41,000	30,01,05,000
2.	Florintree Technologies LLP	2,46,998	10,00,34,190

Further, the Company has neither allotted any Employee Stock Option Scheme, sweat equity nor it has
bought back any shares or securities.

14. EMPLOYEE STOCK OPTION SCHEME:

The Company has the ''SoftTech Employees Stock Option Plan 2017 (SOFTTECH ESOP 2017)'' being
implemented in accordance with the SEBI regulations in this regard. The Company has obtained certificate of
auditors of the Company pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 in this regards. The Disclosures pursuant to SEBI (Share Based Employee
Benefits) Regulations, 2014 is available in Financial section on the website of the Company at https://softtech-
engr.com/wp-content/uploads/SoftTech-Employees-Stock-Option-Plan-2017.pdf or
https://softtechglobal.com/wp-content/uploads/2024/04/SoftTech-Employees-Stock-Option-Plan-
20171.pdf. The disclosures in compliance with Regulation 14 of the Securities And Exchange Board of India
(Share Based Employee Benefits And Sweat Equity) regulations, 2021 and other applicable regulation, if any is
available on the website of the Company at https://softtechglobal.com/wp-
content/uploads/2024/08/ESOP.pdf

and Form ESOP Annexure is enclosed herewith as "Annexure C" to the Board''s Report.

15. UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

The proceeds of the preferential issue have been used in accordance with the objects stated in offer
document. There is no deviation in use of proceeds from objects stated in the offer documents in FY 2024-25.
The summary of utilisation of proceeds from preferential issue as on 31^st March, 2025 is stated in Note No. 36
of Notes to Accounts.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

â¢ CONSERVATION OF ENERGY:

The operations carried out by the Company are such that they are not deemed as energy intensive.
However, the Company constantly makes efforts to avoid excessive consumption of energy. The
measures are aimed at effective management and utilization of energy resources and resultant cost
saving of the Company.

a) steps taken by Company to conserve energy:

>Turning off lights and electronics when not in use.

>Upgrading appliances and equipment to energy-efficient models.

^Utilizing natural light whenever possible.

improving building insulation to minimize heating/cooling needs.
implementing smart thermostats for automated temperature control.

>Educating employees on energy-saving practices.

b) Steps taken by the company for utilising alternate sources of energy;

The Company has undertaken various initiatives to reduce dependency on conventional energy
sources. These include the installation of energy-efficient equipment, use of LED lighting, and
exploring renewable energy options such as solar energy for office operations.

c) Capital investment on energy conservation

The Company undertook several operational upgrades such as replacing conventional lights with
LED lights and optimizing air-conditioning systems to promote energy efficiency.

â¢ TECHNOLOGY ABSORPTION:

Every effort is made by the Company to update the technological skills of its technical staff in order
to ensure that they possess adequate skills to enable them to service the Company''s clients.

(i) the efforts made towards technology absorption - Nil.

(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution - Nil.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning
of the financial year - Nil.

(iv) the expenditure incurred on Research and Development - Nil

â¢ FOREIGN EXCHANGE EARNINGS AND OUTGO (^ in Lakhs):

Earnings	75.06
Outgo	109.16

17. AUDITORS:

a) Statutory Auditors:

In the 25^th Annual General Meeting (AGM) held on 30^th September, 2021 M/s. P G Bhagwat LLP, Chartered
Accountants (Firm Registration No. 101118W/W100682) have been appointed as the Statutory Auditors
of the Company for a term of Five (5) years i.e. from the conclusion of 25^th AGM up to the conclusion of
30^th AGM of the Company.

M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), have
confirmed their willingness to act as Statutory Auditors of the Company. The Company has received letter
from M/s. P G Bhagwat LLP (Firm Registration No. 101118W/W100682), to the effect that their
appointment, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified from being appointed.

b) 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, \DTSM & Associates, Pune was appointed as a
Secretarial Auditor of the Company to carry out the audit of the Secretarial Records of the Company for
the Financial Year 2024-25. A Report of the Secretarial Audit is annexed herewith as Annexure D''.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8^th February 2019 all listed entities shall, additionally,
on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations
and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be
submitted by Company Secretary in practice to the Company in the prescribed format.

The Company has received such report from DTSM & Associates, Practicing Company Secretaries, Pune
for the Financial Year ended 31^st March, 2025 and it has been submitted to the stock exchange(s) within
the stipulated time.

Further, On the recommendation of the Audit Committee, the Board of Directors at their meeting held
today i.e. on May 26, 2025, have approved the appointment of M/s DTSM & Associates as Secretarial
Auditors, for a term of 5 (Five) consecutive years from the conclusion of ensuing Twenty-Ninth Annual
General Meeting till the conclusion of the Annual General Meeting to be held in year 2030, subject to
approval by the Members at ensuing Annual General Meeting.

c) Internal Auditor:

For the FY 2024-25 the Company appointed M/s. Sharp & Tannan Associates (FRN:109983W), Chartered
Accountants, as an internal auditor to conduct internal audit of the functions and activities of the
Company.

18. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There was no fraud suspected in the Company, hence no reporting was made by Statutory Auditors of the
Company under sub-section (12) of section 143 of Companies Act, 2013.

19. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the rules made there under.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material
departures;

b) The directors 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 profit of the Company for the year
ended March 31, 2025;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the Annual Accounts on a going concern basis;

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

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

21. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated
and applicable under various regulations are complied with. The Company has strived to maximise the wealth
of shareholders by managing the affairs of the Company with the pre-eminent level of accountability,
transparency and integrity. A report on Corporate Governance including the relevant Audiors'' Certificate
regarding the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Part E of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and
forms part of Annual Report as ''Annexure E''.

22. COMPLIANCE OF SECRETARIAL STANDARDS:

Your directors states that The Company has complied with the provisions of the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India on the Meetings of Board of Directors (SS-
01) and on General Meetings (SS-02).

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The code provides for periodical
disclosures from Directors and designated employees as well as pre-clearances of transactions by such
persons.

The detailed Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by
Insiders is placed on the Company''s website and can be viewed at: https://softtech-engr.com/wp-
content/uploads/Code-of-Conduct-for-Prevention-of-Insider-trading.pdf or https://softtechglobal.com/wp-
content/uploads/2024/08/Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf.

24. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Name of Entity	Type	Country/Location	Relationship	Parent Company
AmpliNxt Private Limited	Private Limited Company	India	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
Envee Information Technology Private Limited	Private Limited Company	India	Subsidiary	SoftTech Engineers Ltd.
SoftTech Engineers Inc.	Corporation	Delaware, USA	Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital Pte. Ltd.	Private Limited Company	Singapore	Subsidiary	SoftTech Engineers Ltd.

SoftTech Finland Oy	Corporation	Republic of Finland	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital Solutions Limited	Corporation	United Kingdom	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital AG	Corporation	Germany	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Government Solutions Inc.	Corporation	Commonwealth of Virginia, USA	Step-down Subsidiary	SoftTech Engineers Inc.
SoftTech Digital Software L.L.C	Limited Liability Company	Dubai, UAE	Step-down Subsidiary	SoftTech Digital Pte. Ltd.
SoftTech Care Foundation	Section 8 Company	India	Wholly Owned Subsidiary	SoftTech Engineers Ltd.

The Policy for determining ''Material'' subsidiaries has been displayed on the Company''s website
https://softtechglobal.com/wp-content/uploads/2025/03/Policy-for-Determining-Material-Subsidiaries.pdf

25. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
ASSOCIATE COMPANIES / JOINT VENTURES:

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed
format AOC-1 is appended as ''Annexure-F'' to this Report. The statement also provides details of performance,
financial position.

There has not been any material change in the nature of the business of the Subsidiaries. As required under
SEBI LODR Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and
Subsidiaries are provided in this annual report.

26. RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and the management is briefed on the risks in
advance to enable the Company to control risk through a properly defined plan. The risks are classified as
financial risks, operational risks and market risks. The risks are taken into account while preparing the annual
business plan for the year. The Board is also periodically informed of the business risks and the actions taken
to manage them. The Company has formulated a Plan for Risk Management with the following objectives:

â¢ Provide an overview of the principles of risk management.

â¢ Explain approach adopted by the Company for risk management.

â¢ Define the organizational structure for effective risk management.

â¢ Develop a "risk" culture that encourages all employees to identify risks and associated opportunities
and to respond to them with effective actions.

â¢ Identify, assess and manage existing and new risks in a planned and coordinated manner with
minimum disruption and cost, to protect and preserve Company''s human, physical and financial
assets.

The Risk Management Policy of the Company, is approved by the Risk Management Committee of the Board
and the Board of Directors, provides the framework of Enterprise Risk Management by describing mechanisms
for the proactive identification and prioritization of risks based on the scanning of the external environment
and continuous monitoring of internal risk factors. The Risk Management Committee oversees the risk
management process in the Company and is chaired by Managing Director of the Company. The Audit
Committee also has additional responsibility to monitor risks in the area of financial risks and controls.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate
with the size, scale and complexity of its operations. The Audit Committee comprising of professionally
qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with
matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are
authorized, recorded and reported correctly and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering
the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of
internal audits and management reviews supplement the process of internal financial control framework.
Documented policies, guidelines and procedures are in place for effective management of internal financial
controls.

The Company also has an Audit Committee which reviews with the management adequacy and effectiveness
of the internal control system and internal audit functions. The scope of the Internal Audit is decided by the
Audit Committee and the Board. There are policies, guidelines and delegation of power issued for the
compliance of the same across the Company.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control
commensurate with the nature and size of its business operations and are operating effectively, and no
material weakness exists during Financial year 2024-25.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

1. During the financial year under review, the Company has invested ^ 216.39 Lakhs in Debentures of
SoftTech Engineers Inc. (Subsidiary).

2. During the financial year under review, the Company has invested ^ 65.61 Lakhs in Debentures of
SoftTech Digital Pte Ltd (Subsidiary).

3. During the financial year under review, the Company has invested ^ 0 Lakhs in Equity Shares of Qi
Square Pte Ltd (Subsidiary).

4. During the financial year under review, the Company has invested ^ 59.99 Lakhs in Equity Shares of
AmpliNxt (Subsidiary).

5. During the financial year under review, the Company has invested ^ 0.11 Lakhs in Equity Shares of
Softtech Digital Solutions Ltd. (Subsidiary).

6. During the financial year under review, the Company has invested ^ 0.96 Lakhs in Equity Shares of
Envee IT Ltd (Subsidiary).

Please refer Note No. 5 notes forming part of the financial statements to the Standalone Financial Statements)
for investments under Section 186 of the Companies Act, 2013. Except this, the Company has not made any
investment or granted any Loans or Guarantees covered under Section 186 of the Companies Act, 2013 &
Rules thereof including amendments thereunder.

29. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

The details of loans and advances accepted from directors of the Company and relatives of directors as on
31st March, 2025 given below:

R In Lakhs)

Sr. No.

Name of person

Designation

Loan Taken
during the year

Loan repaid during
the year

Balance as on
31.03.2025

Vijay Gupta

Managing

Director

266.88

(151.88)

(316.09)

Priti Gupta

Whole -Time
Director

28.00

(3.00)

(61.24)

30. NOMINATION & REMUNERATION POLICY:

The Company has in placed a Policy on Directors'' appointment and remuneration of the Directors, Key
managerial Personnel (KMP) and other employees including criteria for determining qualifications, positive
attributes, independence of a Director and other matters. The Policy is in compliance with the provisions of
the Companies Act, 2013 read with the Rules made therein and is formulated to provide a framework and set
standards. The detailed Nomination & Remuneration Policy of the Company is placed on the Company''s
website and can be viewed at: https://softtech-engr.com/wp-content/uploads/Nomination-and-
Remuneration-Policy.pdf or https://softtechglobal.com/wp-content/uploads/2024/05/Nomination-and-
Remuneration-Policy.pdf.

31. VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy, to provide a formal mechanism to the
directors and employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards
against victimization of employees who avail the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. During the year under review, the Company has not
received any complaints under the said mechanism. The Vigil Mechanism / Whistle Blower Policy has been
posted on the website of the Company https://softtech-engr.com/wp-content/uploads/Vigil-Mechanism-
Whistle-Blower.pdf or https://softtechglobal.com/wp-content/uploads/2024/04/Vigil-Mechanism-Whistle-
Blower-11.pdf.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has set
guidelines on the redressal and inquiry process that is to be followed by aggrieved woman, whilst dealing with
issues related to sexual harassment at the work place towards any women. All employees (permanent,
temporary, contractual and trainees) are covered under this policy.

The Company has complied with the provision relating to the constitution of the Internal Complaint
Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

> Number of complaints pending as of the beginning of the financial year: 0

> Number of complaints filed during the financial year: 0.

> Number of complaints pending as of the end of the financial year: 0

It may be noted that during the year 2024-25, no grievance / complaint from any women employee was
reported.

33. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 (AS AMENDED BY THE MATERNITY BENEFIT
(AMENDMENT) ACT, 2017):

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961, as amended
by the Maternity Benefit (Amendment) Act, 2017, effective from April 1, 2017 (for most provisions) and
July 1, 2017 (for the provision relating to creche facility).

As per the amended Act:

â¢ The Company provides maternity leave of 26 weeks to women employees for the first two children.

â¢ For women having more than two children, the maternity leave entitlement is 12 weeks.

â¢ The Company has implemented a creche facility (either in-house or via tie-up) where the
establishment employs 50 or more employees, in line with the requirements of Section 11A of the
Act.

â¢ The Company ensures compliance with provisions regarding work-from-home options, nursing
breaks, and prohibition of dismissal during maternity leave, among other protections afforded to
women employees.

â¢ The Company remains committed to creating an inclusive and supportive work environment for all
employees, in adherence to the applicable statutory provisions.

34. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF
BOARD REPORT:

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial Statements relate
and the date of the report, except as disclosed elsewhere in this report.

35. INDUSTRIAL RELATIONS:

The industrial relations during the year 2024-25 have been cordial. The Directors take on record the dedicated
services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

36. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed Corporate Social Responsibility Policy as per the provisions of the Section 135 of
the Companies Act 2013. In compliance of Section 135 of the Companies Act, 2013, your Company has
constituted a Corporate Social Responsibility (CSR) Committee comprising of

Sr. No.	Name of Member of the Corporate Social Responsibility (CSR) Committee	Designation
1.	Mr. Vijay Gupta	Chairman
2.	Mrs. Priti Gupta	Member and Whole-time Director
3.	Mr. Sridhar Pillallamarri	Member and Independent
		Director

The details as per the requirement are annexed to this report as ''Annexure G''.

37. PARTICULARS OF EMPLOYEE REMUNERATION:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in ''Annexure H'' to this Report.

38. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

39. THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS/ SECRETARIAL AUDITOR IN THE
AUDIT REPORT:

There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any
clarification/ explanation. The notes on financial statements and comments by Statutory Auditors are selfÂ¬
explanatory, and need no further explanation.

Observation by Secretarial Auditor	Explanation by the Board
I. The listed entity has filed the XBRL intimation for Voting results of the Postal Ballot held on May 03, 2024 with a delay of 2 days and paid fine of Rs. II, 800/- each paid to BSE and NSE each.	1. Requisite fine of Rs. 11,800/- each paid to BSE and NSE each.
2.During the Financial year 2023-24 there was delay of 4 days in filling the casual vacancy of Independent Director and paid the fine of Rs. 23,600 each to BSE and NSE on 29-05-24 and 11- 06-24 respectively.	2. The listed entity appointed Independent Director in compliance with Reg 17(1)(b) of SEBI LODR and paid fine of Rs. 23,600 each to to BSE and NSE on 29-05-24 and 11-06-24 respectively.
3.The Company has filed Annual Performance Return with respect to Qi Square Pte Ltd after the close of financial year.	3.The observation made by Secretarial Auditor is self-explanatory any doesn''t call for any further clarification from management.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY''S FUTURE OPERATIONS:

The Company has not received any such orders from regulators or courts or tribunals during the year, which
may impact the going concern status of the Company or its operations.

41. OTHER DISCLOSURES

i. The Company is not required to maintain cost records, as specified by the Central Government under
section 148 of the Act.

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year
is not applicable.

iii. The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable to the Company.

42. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial &
academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued
co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state
governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of
the Company.

For and on behalf of the Board of Directors
SOFTTECH ENGINEERS LIMITED

VIJAY GUPTA

CHAIRMAN & MANAGING DIRECTOR
DIN:01653314
DATE: August 14, 2025
PLACE: PUNE

Mar 31, 2024

Your directors have the pleasure in presenting the 28th Annual Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statement and the Auditors'' Report of your Company for the Financial year ended March 31, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company''s financial performance for the year under review is given hereunder:

(^ in Lakhs)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations (Net)	7861.35	6534.09	7877.59	6540.48
Other Income	262.08	170.68	229.22	142.97
Total Revenue	8123.43	6704.77	8106.81	6683.45
Depreciation and Amortization	1343.36	1045.58	1344.42	1046.20
Total Expenses (including Depreciation and Amortization)	7187.46	5843.92	7542.44	6040.90
Profit/ (Loss) Before Tax	935.97	860.85	564.37	642.55
Tax Expenses:
1. Current Tax	328.44	269.72	328.44	269.72
2. Deferred Tax	(104.35)	(11.80)	(111.26)	(11.80)
Net Profit/ (Loss) After Tax	697.14	579.82	332.45	361.52
Earning per share Basic	6.17	5.53	3.17	3.81
Diluted	6.17	5.48	3.17	3.78

During the year under review, the Company has achieved a gross turnover of ^ 8,123.43 lakhs in comparison to previous year''s turnover which was ^ 6,704.77 lakhs. It represented an increase of 17.46 % over the previous year. The Profit after tax stood at ^679.14 lakhs as against ^579.82 lakhs in previous year. Key aspects of financial performance of your Company for the Current Financial year 2023-24 along with the Previous Financial year 2022-23 are tabulated in the Financial Results above.

2. KEY DEVELOPMENTS OF THE COMPANY:

> The Company has incorporated a Wholly Owned Subsidiary Company named "SoftTech Engineers Digital Limited." in UK on 14th November, 2023 with the object of International Market Penetration of SoftTech''s products established in India.

> SoftTech Engineers Limited and CDCi sign an agreement to offer software products and services under CIVIT Platform to Malaysian AEC industry.

> The Company Announces allotment of 20,00,000 (Twenty Lakhs) Equity Shares pursuant to exercise of fully convertible warrants ("Warrants/ Convertible Warrants") allotted on preferential basis and Allotment of 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred Twenty) Equity Shares pursuant to exercise of Unsecured Compulsorily Convertible Debentures ("CCDs") allotted on preferential basis.

3. DIVIDEND:

Considering the situation and in order to conserve the resources, the Board of Directors do not recommend dividend for the Financial Year 2023-24.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since no unclaimed dividend amount is pending with the Company for seven consecutive years or more, no amount is required to be transferred to the Investor Education and Protection Fund.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 f3) (J) OF THE COMPANIES ACT, 2013:

No amount was transferred to the reserves during the Financial Year ended on March 31, 2024.

6. LISTING OF SECURITIES ON STOCK EXCHANGES:

The shares of the Company are listed on main board of the National Stock Exchange of India Limited and BSE Limited. Further, the Company is registered with both NSDL & CDSL.

7. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

In accordance with the provisions of the Companies Act, 2013 and SEBI regulations, the Management Discussion and Analysis report is given as ''Annexure A'' to this report.

8. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://softtech-engr.com/wp-content/uploads/Form-MGT-7 2022-23-1.pdf Or https://softtechglobal.com/investors/

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Changes in Composition of the Board of Directors:

Appointment:

a. Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) is appointed as an Additional Non-Executive Independent Director of the Company w.e.f. February 12, 2024 subject to approval of shareholders through postal ballot. Brief profile and other information of Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) proposing appointment as an Non-Executive Independent Director forms part of the notice of postal ballot. His appointment was approved by the shareholders on May 6, 2024

Cessations:

b. Mr. Rahul Gupta (DIN: 00024732) resigned from the position of Non-Executive Independent Director of the Company w.e.f. November 7, 2023. The Board of Directors of the Company deeply appreciates his valuable contribution and support during his term as Non-Executive Independent Director of the Company.

c. Mr. Garth Brosnan (DIN: 09836995) resigned as the Non-Executive Nominee Director of the Company representing RIB ITWO Software Private w.e.f. May 24, 2024 due to the fact that the Loan payable to RIB Group has been fully repaid and there is no longer any need to fulfil the role of representative director.

Re-appointment of Directors:

d. As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable provisions thereunder, Ms. Priti Gupta (DIN: 01735673), Whole-time Director of the Company, whose office is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her re-appointment to the shareholders in the ensuing Annual General Meeting.

II. Appointment / Resignation of Key Managerial Personnel:

a) Ms. Akancha Bhadani resigned as the Compliance Officer of the Company w.e.f. May 25, 2023.

b) Ms. Shalaka Khandelwal is appointed as a Company Secretary & Compliance Officer of the Company w.e.f. May 25, 2023.

III. Declaration from Independent Directors and statement on compliance of code of conduct:

Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Independent Director have complied with Code of Independent Directors prescribed in Schedule IV of Companies Act, 2013. All the Independent Directors of the Company have enrolled themselves in the data bank with the ''Indian Institute of Corporate Affairs'', New Delhi, India.

In the opinion of the Board the Independent Directors possess necessary expertise and experience (including the proficiency) and they are of high integrity and repute. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for attending meetings of the Board of Director. The details of sitting fees paid are mentioned in the Corporate Governance Report.

All the Directors and Senior Management Personnel have also complied with the code of conduct of the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

IV. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance for the meetings, participation and independence during the meetings.

b) Interaction with Management.

c) Role and accountability of the Board.

d) Knowledge and proficiency

e) Strategic perspectives or inputs.

in the processes and related issues for enhancing Board effectiveness were discussed by the Nomination & Remuneration Committee & Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in the Report on Corporate Governance Report which is attached as Annexure E to this Report.

A member of the Nomination and Remuneration Committee and the Board does not participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the board has carried out the performance evaluation of the Board, the Committees of the Board and individual directors.

V. The Composition of Board of Directors & Key Managerial Person as at March 31, 2024 consists of following:

Sr. No.	Name	Designation
1.	Mr. Vijay Gupta	Managing Director and Chief Executive Officer
2.	Ms. Priti Gupta	Whole-time Director
3.	Mr. Pratik Patel	Whole-time Director
4.	Mr. Rahul Gupta	Independent Director (Resigned on 07.11.2023)
5.	Mr. Sridhar Pillalamarri	Independent Director
6.	Mr. Sundararajan Srinivasan	Independent Director
7.	Dr. Rakesh Kumar Singh	Independent Director
8.	Mr. Yogeshkumar Mangubhai Desai	Additional Independent Director (Appointed on 12.02.2024)
9.	Mr. Garth Brosnan	Nominee Director (Resigned on 24.05.2024)
10.	Mr. Kamal Agrawal	Chief Financial Officer
11.	Ms. Shalaka Khandelwal	Company Secretary & Compliance Officer

10. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company''s / business policy and strategy apart from other businesses. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial Officer of the Company. The Agenda for the Board and Committee meetings covers items set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review, the Board of Directors of the Company has met Four (4) times on May 25, 2023, August 10, 2023, November 7, 2023 and February 12, 2024. The maximum interval

between any two meetings was well within the maximum allowed gap of 120 days. Details of these Board meetings are provided in the Corporate Governance Report which is Annexure E to this Report.

11. COMMITTEES OF THE BOARD:

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

https://softtech-engr.com/wp-content/uploads/Composition-of-various-committees-of-board-of-

directors-1.pdf

https://softtechglobal.com/wp-content/uploads/2024/08/Composition-of-various-committees-of-board-of-directors updated-07.11.2023.pdf

The recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberation.

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2023-24 were on arm''s length basis and were in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the Financial Year that require Shareholders'' approval under Regulation 23(4) of SEBI LODR or Section 188 of the Act. There have been no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR, as applicable. Form AOC-2 is enclosed herewith as ''Annexure B'' to the Boards'' Report.

The disclosures as per Indian Accounting Standards for the related party transactions are given in the Financial Statement of the Company.

13. CHANGES IN SHARE CAPITAL:

Preferential /Private Placement Basis

During the financial year under review, the Company has made allotment of 20,00,000 (Twenty Lakhs) Fully Convertible Warrants ("Warrants/ Convertible Warrants") of the Company issued at a Subscription Price of Rs. 31.25/- per warrant (25% of the Issue Price), entitling the Warrant holder to exercise an option to subscribe to 20,00,000 (Twenty Lakhs) Equity Shares of the Company having a face value of Rs. 10/-each at an exercise price of Rs. 93.75/- (75% of Issue Price), Issue price being Rs. 125/- (face value Rs. 10/-and a premium of Rs. 115/-) per equity share on preferential basis.

Further, the warrant holder had deposited the subscription amount equivalent to 25% of the Warrant Issue Price i.e. Rs. 6,25,00,000/- (Rupees Sixty Two Crores and Five lakhs only) and upon receipt of remaining issue amount aggregating to Rs. 18,75,00,000/- (Rupees Eighteen Crore Seventy-Five Lakhs only) at the rate of Rs. 93.75 (Rupees Ninety Three and Seventy Five Paise Only) per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") and on receipt of duly signed application form from M/s Florintree Technologies LLP, warrant holder, as per the terms of issue of Warrants, the Board of Directors of the Company, has on October 27, 2023, considered and approved the allotment of 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10/- each, upon conversion/ exchange of/for equal number of Warrants. The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

Further, the Company has made allotment of 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred and Twenty) Unsecured Compulsorily Convertible Debentures ("CCDs"), of the Company ("CCDs") issued at a Subscription Price of Rs. 125/- per Debenture (100% of the Issue Price), being convertible into 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred and Twenty) Equity Shares at a conversion price of Rs 125/-(face value Rs. 10/- and a premium of Rs. 115/-) per equity share on preferential basis.

Further, the Compulsorily Convertible Debentures holder had deposited subscription amount equivalent to 100% of the issue price i.e. Rs. 8,28,90,000/- (Rupees Eight Crores Twenty-Eight Lakhs and Ninety Thousand only). Upon receipt of duly signed application form from M/s East India Udyog Limited, CCDs holder, as per the terms of issue of Compulsorily Convertible Debentures, the Board of Directors of the Company, has on October 27, 2023, considered and approved the allotment of 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred Twenty) Equity Shares of Rs. 10/- each, upon conversion for equal number of CCDs. The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

Further, the Company has neither allotted any Employee Stock Option Scheme, sweat equity nor it has bought back any shares or securities.

14. EMPLOYEE STOCK OPTION SCHEME:

https://softtechglobal.com/wp-content/uploads/2024/04/SoftTech-Employees-Stock-Option-Plan-

20171.pdf.

The disclosures in compliance with Regulation 14 of the Securities And Exchange Board of India (Share Based Employee Benefits And Sweat Equity) regulations, 2021 and other applicable regulation, if any is available on the website of the Company at https://softtechglobal.com/wp-content/uploads/2024/07/ESOP-Disclosure.pdf and Form ESOP Annexure is enclosed herewith as "Annexure C" to the Board''s Report.

15. UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

The proceeds of the preferential issue have been used in accordance with the objects stated in offer document. There is no deviation in use of proceeds from objects stated in the offer documents in FY 202324. The summary of utilisation of proceeds from preferential issue as on March 31, 2024 is stated in Note No. 36 of Notes to Accounts.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

> CONSERVATION OF ENERGY:

The operations carried out by the Company are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. The measures are aimed at effective management and utilization of energy resources and resultant cost saving of the Company.

a) steps taken by Company to conserve energy:

â¢ Turning off lights and electronics when not in use.

â¢ Upgrading appliances and equipment to energy-efficient models.

â¢ Utilizing natural light whenever possible.

â¢ Improving building insulation to minimize heating/cooling needs.

â¢ Implementing smart thermostats for automated temperature control.

â¢ Educating employees on energy-saving practices.

b) the steps taken by the company for utilising alternate sources of energy; Nil

c) the capital investment on energy conservation equipments; Nil

> TECHNOLOGY ABSORPTION:

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Company''s clients.

i. the efforts made towards technology absorption - Nil.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution - Nil.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year - Nil.

iv. the expenditure incurred on Research and Development - Nil

> FOREIGN EXCHANGE EARNINGS AND OUTGO:
		(^ in Lakhs)
	Earnings	149.8
	Outgo	634

17. AUDITORS:

a) Statutory Auditors:

In the 25^th Annual General Meeting (AGM) held on September 30, 2021 M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682) have been appointed as the Statutory Auditors of the Company for a term of Five (5) years i.e. from the conclusion of 25^th AGM up to the conclusion of 30^th AGM of the Company.

M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), have confirmed their willingness to act as Statutory Auditors of the Company. The Company has received letter from M/s. P G Bhagwat LLP (Firm Registration No. 101118W/W100682), to the effect that their appointment, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed.

b) 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, Mr. Devesh Tudekar, (COP No: 2506, FCS No.: 5712) Practicing Company Secretary and Partner of DTSM & Associates, Pune was appointed as a Secretarial Auditor of the Company to carry out the audit of the Secretarial Records of the Company for the Financial Year 2023-24. A Report of the Secretarial Audit is annexed herewith as ''Annexure D''.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8^th February 2019 all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format.

The Company has received such report from DTSM & Associates, Practicing Company Secretaries, Pune for the Financial Year ended March 31, 2024 and it has been submitted to the stock exchange(s) within the stipulated time.

c) Internal Auditor:

For the FY 2023-24 the Company appointed M/s. Sharp & Tannan Associates (FRN:109983W), Chartered Accountants, as an internal auditors to conduct internal audit of the functions and activities of the Company.

18. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There was no fraud suspected in the Company, hence no reporting was made by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

19. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that -

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The directors 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 profit of the Company for the year ended March 31, 2024;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the Annual Accounts on a going concern basis;

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

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

21. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated and applicable under various regulations are complied with. The Company has strived to maximise the wealth of shareholders by managing the affairs of the Company with the pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Audiors'' Certificate regarding the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of Annual Report as ''Annexure E''.

22. COMPLIANCE OF SECRETARIAL STANDARDS:

Your directors states that The Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Meetings of Board of Directors (SS-01) and on General Meetings (SS-02).

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code provides for periodical disclosures from Directors and designated employees as well as pre-clearances of transactions by such persons.

The detailed Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders is placed on the Company''s website and can be viewed at: https://softtech-engr.com/wp-content/uploads/Code-of-Conduct-for-Prevention-of-Insider-trading.pdf.

https://softtechglobal.com/investors/

24. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the Financial Year under review, the Company has incorporated a wholly owned subsidiary with the name of ''SoftTech Digital Solutions Ltd.'' in UK on November 14, 2023 with the object of International Market Penetration of SoftTech''s products established in India.

Your Company has a subsidiary with name SoftTech Care Foundation, Section 8 Company, AmpliNxt Private Limited, SoftTech Engineers Inc, in state of Delaware, USA, SoftTech Digital Pte. Ltd., Singapore and a wholly owned subsidiary named SoftTech Finland Oy located in Republic of Finland. The Company has a step down subsidiary (Subsidiary of SoftTech Engineers Inc.) as SoftTech Government Solutions Inc. in the Commonwealth of Virginia and step down subsidiary (Subsidiary of SoftTech Digital Pte. Ltd.) as SoftTech Digital Software L.L.C in the Emirates of Dubai, UAE.

25. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as ''Annexure-F'' to this Report. The statement also provides details of performance, financial position.

There has not been any material change in the nature of the business of the Subsidiaries. As required under SEBI LODR Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and Subsidiaries are provided in this annual report.

26. RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and the management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a Plan for Risk Management with the following objectives:

> Provide an overview of the principles of risk management.

> Explain approach adopted by the Company for risk management.

> Define the organizational structure for effective risk management.

> Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

> Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The Company also has an Audit Committee which reviews with the management adequacy and effectiveness of the internal control system and internal audit functions. The scope of the Internal Audit is decided by the Audit Committee and the Board. There are policies, guidelines and delegation of power issued for the compliance of the same across the Company.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during Financial year 2023-24.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

1. During the financial year under review, the Company has invested ^ 334.19 Lakhs in Debentures of SoftTech Egineers Inc. (Subsidiary).

2. During the financial year under review, the Company has invested ^ 118.24 Lakhs in Equity Shares of SoftTech Digital Pte Ltd (Subsidiary).

3. During the financial year under review, the Company has invested ^ 125.75 Lakhs in Equity Shares of Qi Square Pte Ltd (Subsidiary).

Please refer Note No. 5 notes forming part of the financial statements to the Standalone Financial Statements) for investments under Section 186 of the Companies Act, 2013. Except this, the Company has not made any investment or granted any Loans or Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof including amendments thereunder.

29. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

The details of loans and advances accepted from directors of the Company and relatives of directors as on March 31, 2024 given below:

(^ In Lakhs)
Sr. No.	Name of person	Designation	Loan Taken during the year	Loan repaid during the year	Balance as on 31.03.2024
1	Vijay Gupta	Managing Director	50.00	50.00	(201.09)
2	Priti Gupta	Whole -Time Director	10.00	10.00	(36.24)

30. NOMINATION & REMUNERATION POLICY:

The Company has in placed a Policy on Directors'' appointment and remuneration of the Directors, Key managerial Personnel (KMP) and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters. The Policy is in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and is formulated to provide a framework and set standards. The detailed Nomination & Remuneration Policy of the Company is placed on the Company''s website and can be viewed at:

https://softtechglobal.com/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

31. VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy, to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, the Company has not received any complaints under the said mechanism. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company https://softtechglobal.com/wp-content/uploads/2024/04/Vigil-Mechanism-Whistle-Blower-11.pdf

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

dealing with issues related to sexual harassment at the work place towards any women. All employees (permanent, temporary, contractual and trainees) are covered under this policy.

The Company has complied with the provision relating to the constitution of the Internal Complaint Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

> Number of complaints pending as of the beginning of the financial year: 0

> Number of complaints filed during the financial year: 0.

> Number of complaints pending as of the end of the financial year: 0

It may be noted that during the year 2023-24, no grievance / complaint from any women employee was reported.

33. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF BOARD REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

34. INDUSTRIAL RELATIONS:

The industrial relations during the year 2023-24 have been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed Corporate Social Responsibility Policy as per the provisions of the Section 135 of the Companies Act 2013. In compliance of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of

Sr. No.	Name of Member of the Corporate Social Responsibility (CSR) Committee	Designation
1.	Mr. Vijay Gupta	Chairperson and Managing Director
2.	Mrs. Priti Gupta	Member and Whole-time Director
3.	Mr. Sridhar Pillallamarri	Member and Independent Director

The details as per the requirement are annexed to this report as ''Annexure G''.

36. PARTICULARS OF EMPLOYEE REMUNERATION:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ''Annexure H'' to this Report.

37. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

38. THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS/ SECRETARIAL AUDITOR IN THE AUDIT REPORT:

There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any clarification/ explanation. The notes on financial statements and comments by Statutory Auditors are selfexplanatory, and need no further explanation.

Observation by Secretarial Auditor	Explanation by the Board
1. Trading application submitted to BSE Limited via	1. The Company had erroneously applied in the
issue type viz. "Conversion of warrants/CCDs"	wrong issue type and the re-application was done.
instead of issue type viz. "preferential issue." -	The Company has complied with the timely
Trading application for BSE Limited submitted to BSE Limited via issue type viz, "Conversion of warrants/CCDs" instead of issue type viz. preferentiaI issue." However, Fresh application was	application for trading approval.
submitted on March 18, 2024	2. The Company wish to clarify that the said noncompliance occurred due to sudden resignation of
2. As per Reg 25 (6) of SEBI LODR, on resignation of	Mr. Rahul Gupta (ex-Independent Director)
ID, Company is required to fulfil the casual vacancy	effective November 07, 2023, post which the
by a new ID within 3 months from the date of such	Company made all possible efforts to fill the said
vacancy. The Company appointed new ID with delay	vacancy, within the prescribed time as per
of 4(four) days- New Independent Director (ID) was	regulation 25 of the LODR Regulations, 2015.
appointed on February 12, 2024 upon resignation of	Considering the level of competency, skills,
ID on November 07, 2023 with a delay of 4 days.	experience and seniority required for the said post, it took reasonable time to identify and finalize the potential candidate. After a diligent selection process, Mr. Yogesh Desai (DIN: 10501676) was appointed as Independent Director on February 12, 2024.The Company is aware of the timelines and Regulation 25 of the LODR Regulations which is read with Regulation 17(1)(b) of SEBI LODR Regulations, 2015. The Company understand the importance of adhering to listing regulations and SEBI guidelines. The Company has paid requisite fine to stock exchanges.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S FUTURE OPERATIONS:

The Company has not received any such orders from regulators or courts or tribunals during the year, which may impact the going concern status of the Company or its operations.

40. OTHER DISCLOSURES:

i. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year is not applicable.

iii. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable to the Company.

41. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

For and on behalf of the Board of Directors SOFTTECH ENGINEERS LIMITED

VIJAY GUPTA

CHAIRMAN & MANAGING DIRECTOR DIN:01653314 DATE: August 14, 2024 PLACE: PUNE

Encl:

a) Annexure A - Management Discussion and Analysis Report.

b) Annexure B - Particulars of Contract/Arrangement with Related Parties in Form AOC-2

c) Annexure C - ESOP Annexure

d) Annexure D - Report of the Secretarial Audit

e) Annexure E - Corporate Governance Report

f) Annexure F - AOC-1

g) Annexure G - Annual Report on Corporate Social Responsibility Activities.

h) Annexure H - Particulars of employee remuneration

Mar 31, 2018

Dear Members,

The directors have pleasure in presenting the 22ndAnnual Report on the business and operations of your Company together with the Audited Financial Statement and the Auditorsâ Report of your Company for the financial year ended 31st March, 2018.

1. COMPANYâS PERFORMANCE, STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK:

Your Company is primarily involved in software development and providing software support and maintenance to the clients. In last 20 years, the Company is constantly improving, developing and innovating software products to meet the AEC industry requirements. We have a portfolio of 3 established products -AutoDCR, PWIMS, OPTICON, a newly launched product BIMDCR and two products under development stage- RuleBuddy and IBPS.

Your Companyâs financial performance for the year under review has been encouraging. During the year under review, the Company has achieved a gross turnover of Rs. 51,54,23,246/- in comparison to previous yearâs turnover which was Rs. 46,71,82,677/-. It represented an increase of 10.33 % over the previous year. Your Company has earned a net profit of Rs. 6,79,36,851/- against last yearâs Rs. 4,91,75,655/-. Key aspects of Financial Performance of your Company for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below in the Financial Results.

The future outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:

The Companyâs financial performance for the year under review is given hereunder:

(Amount in Rs.)

Particulars	Financial Year
	2017-18	2016-17
Revenue from Operations (Net)	515,423,246	467,182,677
Other Income	4,501,462	4,633,849
Total Revenue	519,924,708	471,816,526
Depreciation and Amortization	37,801,546	37,365,467
Total Expenses (including Depreciation and Amortization)	423,616,770	398,503,936
Profit/ (Loss) Before Tax	96,307,938	73,312,590
Tax Expenses:
1. Current Tax	32,393,518	27,295,038
2. Deferred Tax	(4,022,431)	(3,158,103)
Net Profit/ (Loss) After Tax	67,936,851	49,175,655

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

4. DIVIDEND:

Your directors are pleased to recommend a Final Dividend of Rs. 0.50/- per equity share of face value of Rs. 10/- each for the year ended 31stMarch, 2018. The Final Dividend is subject to the approval of Members at the ensuing Annual General Meeting. The dividend declared will absorb Rs. 56.80 Lakhs including Dividend Distribution Tax of Rs. 9.69 Lakhs.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since no unclaimed dividend amount is pending with the Company, no amount is required to be transferred to the Investor Education and Protection Fund.

6. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

7. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

No amount was transferred to the reserves during the Financial Year ended on 31st March, 2018.

8. CONVERSION TO PUBLIC LIMITED COMPANY:

During the financial year under review, your Company had proposed listing of its securities on SME Stock Exchange(s) to raise the funds from the public market. Considering the same, the Company has converted from Private Limited Company to Public Limited Company and the Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company has been issued by the Registrar of Companies, Pune on 1st March, 2018. The Company has duly adopted new set of Articles of Association.

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) 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 profit of the Company for that period;

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

d) The directors had prepared the Annual Accounts on a going concern basis;

e) Company being unlisted Company as on 31st March, 2018, sub clause (e) of section 134(5) is not applicable; and

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

10. PERSONNEL:

During the financial year under review, the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 i.e. the particulars and information of the employees as required there under was not applicable to the Company, as the Company was unlisted as on closure of the financial year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

- CONSERVATION OF ENERGY:

The operations carried out by the Company are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. The measures are aimed at effective management and utilization of energy resources and resultant cost saving of the Company.

- TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption - Nil.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - Nil.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year - Nil.

- FOREIGN EXCHANGE EARNINGS AND OUTGO (IN RUPEES):

12. LISTING OF SECURITIES ON STOCK EXCHANGES:

The shares of the Company are listed at the National Stock Exchange of India Limited on SME platform with effect from 11th May, 2018. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchange and the depositories.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Retire by Rotation:

Mrs. Priti Gupta (DIN: 01735673) Whole-time Director of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

II. Resignation of Director:

a) The office of Mr. Babulal Patel (DIN: 01342839) was vacated as a director with effect from 23rd November, 2017.

b) Mr. Rahul Gupta (DIN: 00024732) has resigned as a director w.e.f. 2nd March, 2018.

III. Appointment /Re-appointment of Directors:

a) Mr. Ravi Mathur (DIN: 01777668) has been appointed as a Nominee Director of the Company w.e.f. 28th April, 2017.

b) Mr. Rahul Gupta (DIN: 00024732) and Mr.Sridhar Pillalamarri (DIN: 00026018) have been appointed as Independent Directors w.e.f. 3rd March, 2018.

IV. Appointment / Resignation of Key Managerial Personnel:

a) Mr. Anand Dad has been appointed as an CFO(KMP) with effect from 1st February, 2018

b) Ms. Aishwarya Patwardhan has been appointed as a Company Secretary with effect from 3rd March, 2018.

The Composition of Board of Directors & Key Managerial Person as at 31st March, 2018 consists of following:

Sr. No.	Name	Designation
1.	Mr. Vijay Gupta	Managing Director
2.	Mrs. Priti Gupta	Whole-time Director
3.	Mr. Ravi Mathur	Nominee Director
4.	Mr. Rahul Gupta	Independent Director
5.	Mr. Sridhar Pillalamarri	Independent Director
6.	Mr. Anand Dad	CFO(KMP)
7.	Ms. Aishwarya Patwardhan	Company Secretary

14. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Directors under Section 149(7) of Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

15. AUDITORS:

a) Statutory Auditors:

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting (AGM) held on 26th September, 2016. This was done as per the provisions of the Companies Act, 2013. However the law mandates the ratification of their appointment every year in Annual General Meeting.

The Companies (Amendment) Act, 2017 published in the Gazette of India on January 3, 2018, amended certain sections of Companies Act, 2013 including omission of first proviso to Section 139(1) of Companies Act, 2013 which provided for ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The amendments to the said section become effective from May 7, 2018.

In view of the same, the Board recommends approval of the members for the ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company, for the remaining term of Three (3) years i.e. from the conclusion of ensuing Annual General Meeting up to the conclusion of the 25thAnnual General Meeting of the Company to be held in the year 2021.

They have indicated their willingness to continue as Statutory Auditors of the Company and hence the ratification of their appointment is recommended to the members of the Company.

b) Internal Auditor:

The provision for appointment of Internal Auditors was not applicable to the Company during the financial year 2017-18.

The Company has received consent letter from M/s P. G. Bhagwat, Chartered Accountants, for their appointment as the Internal Auditors of the Company and the Board has appointed them accordingly in the financial year 2018-19.

c) Secretarial Auditor:

The provision for appointment of Secretarial Auditors was not applicable to the Company during the financial year 2017-18, therefore the report of the Secretarial Auditor for the F.Y. 2017-18 was not required to be prepared and enclosed with this Boardâs Report.

The Company has received consent letter from Mr. Devesh Tudekar, Practicing Company Secretary for his appointment as the Secretarial Auditor of the Company for the financial year 2018-19 and the Board has appointed him accordingly.

16. CORPORATE GOVERNANCE:

The provision to report on Corporate Governance was not applicable for the financial year 2017-18 and thus the report on same is not required to be enclosed with this Boardâs Report.

17. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

18. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

The provision relating to Management Discussion and Analysis was not applicable for the financial year 2017-18, however as a matter of good corporate governance a report on Management Discussion & Analysis is given as âAnnexure - Aâ to this report.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The provision of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 was not applicable to the Company during the financial year 2017-18.

However the Company has already adopted Policy on Disclosures and Internal Procedures for Prevention of Insider Trading as per the SEBI (Prohibition of Insider Trading) Regulations, 2015 during the financial year under review.

The detailed Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders is placed on the Companyâs website and can be viewed at: http://softtech-engr.com/wp content/uploads/2018/07/3.-CODE-OF-INTERNAL-PROCEDURES-AND-CONDUCT-FOR-PREVENTION-OF-INSIDER-TRADING-REGULATIONS.pdf

20. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2017-18 were on armâs length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Companyâs Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013. Form AOC 2 is enclosed herewith as âAnnexure - Bâ to the Boardsâ Report.

The other disclosures regarding the related party transactions are given in the notes to accounts.

21. MEETINGS OF THE BOARD OF DIRECTORS AND ITâS COMMITTEES:

A. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year under review, the Board of Directors of the Company has duly met Eight (8) times on:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
1.	24th April, 2017	2.	28th April, 2017
3.	16th May, 2017	4.	21st August, 2017
5.	14th, December, 2017	6.	03rd March, 2018
7.	27th March, 2018	8.	28th March, 2018

The details of number of meetings attended by each director are summarized as below:

Sr. No.	Name of director	Number of meetings entitled to attended	Number of meetings attended
1.	Mr. Vijay Gupta	8	8
2.	Mrs. Priti Gupta	8	8
3.	Mr. Babubhai Patel	4	2
4.	Mr. Rahul Gupta	7	5
5.	Mr. Ravi Mathur	6	3
6.	Mr. Sridhar Pillalamarri	2	0

B. AUDIT COMMITTEE MEETING:

During the financial year under review, the Company was not required to hold the meeting of Audit Committee.

C. NOMINATION & REMUNERATION COMMITTEE MEETING:

During the financial year under review, the Company was not required to hold the meeting of Nomination and Remuneration Committee.

D. COMPENSATION COMMITTEE MEETING:

During the financial year under review, the Compensation Committee of the Board of Directors of the Company has duly met on 7th October, 2017.

The details of number of meetings attended by each member of the Compensation Committee are summarized as below:

Sr. No.	Name of Member of the Compensation Committee	Number of meetings entitled to attended	Number of meetings attended
1.	Mr. Vijay Gupta	1	1
2.	Mrs. Priti Gupta	1	1

E. IPO COMMITTEE MEETING:

During the financial year under review, the IPO Committee of the Board of Directors of the Company has duly met Two (2) times on 6th February, 2018 and on 3rd March, 2018.

The details of number of meetings attended by each member of the IPO Committee are summarized as below:

Sr. No.	Name of Member of the IPO Committee	Number of meetings entitled to attended	Number of meetings attended
1.	Mr. Vijay Gupta	2	2
2.	Mrs. Priti Gupta	2	2
3.	Mr. Rahul Gupta	2	1

F.CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE MEETING:

During the financial year under review, no meeting of Corporate Social Responsibility Committee was held.

G. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING:

During the financial year under review, the Company was not required to hold the meeting of Stakeholders Relationship Committee.

22. COMMITTEES OF THE BOARD:

As on 31st March, 2018 the Board had Committees such as the Audit Committee, the Nomination and Remuneration Committee, Compensation Committee, IPO Committee, Corporate Social Responsibility (CSR) Committee, and Stakeholders Relationship Committee.

- Composition of Audit Committee:

As per the provisions of Section 177 of the Companies Act, 2013 the Companyâs Audit Committee comprised of the three directors for the financial year ended 31st March, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Vijay Gupta	Chairman
Mr. Rahul Gupta	Member
Mr. Sridhar Pillalamarri	Member

- Composition of Nomination and Remuneration Committee:

As per the provisions of Section 178 of the Companies Act, 2013 the Companyâs Nomination and Remuneration Committee comprised of the three directors for the Financial Year ended 31st March, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Sridhar Pillalamarri	Chairman
Mr. Rahul Gupta	Member
Mr. Ravi Mathur	Member

- Composition of Compensation Committee:

The Companyâs Compensation Committee comprised of the two directors for the Financial Year ended 31stMarch, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Vijay Gupta	Chairman
Mrs. Priti Gupta	Member

- Composition of IPO Committee:

The Companyâs IPO Committee comprised of the three directors for the Financial Year ended 31stMarch, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Vijay Gupta	Chairman
Mrs. Priti Gupta	Member
Mr. Rahul Gupta	Member

- Composition of Corporate Social Responsibility (CSR) Committee:

The Companyâs Corporate Social Responsibility (CSR) Committee comprised of the three directors for the Financial Year ended 31stMarch, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Vijay Gupta	Member
Mrs. Priti Gupta	Member
Mr. Rahul Gupta	Member

- Composition of Stakeholders Relationship Committee:

The Companyâs Stakeholders Relationship Committee comprised of the three directors for the Financial Year ended 31stMarch, 2018. The table sets out the composition of the Committee:

Name of the Director	Category
Mr. Rahul Gupta	Chairman
Mr. Sridhar Pillalamarri	Member
Mr. Vijay Gupta	Member

23. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information as âAnnexure: Câ.

24. RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and the management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a Policy for Risk Management with the following objectives:

- Provide an overview of the principles of risk management.

- Explain approach adopted by the Company for risk management.

- Define the organizational structure for effective risk management.

- Develop a âriskâ culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companyâs human, physical and financial assets.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has maintained adequate internal controls commensurate with its size and nature of operations. These are suitably monitoring the procedures in place to provide reasonable assurance for the accuracy and timely reporting of the financial information and compliance with the statutory requirements. There are policies, guidelines and delegation of power issued for the compliance of the same across the Company.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review, there was no loan or guarantee given by the Company pursuant to section 186 of the Companies Act, 2013. However, the Company has investment in equity shares of The Mahesh Sahakari Bank Limited and The Saraswat Co-operative Bank Limited amounting to Rs. 3,54,800/- and 25,000/- respectively.

27. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the financial year under review, the Company did not have any Subsidiary, Joint Venture or Associate Company.

28. BOARDâS EVALUATION ON ITS OWN, COMMITTEES AND INDIVIDUAL DIRECTORâS PERFORMANCE:

During the financial year under review, the provision for evaluation of performance of the Board, its Committees and Individual Directors were not applicable to the Company.

29. NOMINATION & REMUNERATION POLICY:

The Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein, is formulated to provide a framework and set standards. The brief objectives of the policy are as follows:

I. To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

II. To evaluate the performance of members of the Board and provide necessary report to the Board for further evaluation.

III. To attract, retain and motivate the Senior Management including its Key Managerial Personnel, evaluation of their performance and provide necessary report to the Board for further evaluation.

IV. To ensure the relationship of remuneration with performance is clear and meets appropriate performance benchmarks.

V. To recommend the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

VI. To promote and develop a high performance workforce in line with the Company strategy.

VII. To lay down criteria and terms and conditions with regard to identifying person who are qualified to become Director (Executive & Non- Executive/ Independent/Nominee) and persons who may be appointed in Senior Management, Key Managerial Personnel and determine their remuneration.

VIII. To determine the remuneration based on the Companyâs size and financial position and practices in the industry.

The detailed Nomination & Remuneration Policy of the Company is placed on the Companyâs website and can be viewed at: http://softtech-engr.com/wp-content/uploads/2018/07/7.-Nomination-and-Remuneration-Committee.pdf

30. VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy, to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, the Company has not received any complaints under the said mechanism. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company (http://softtech-engr.com/wp-content/uploads/2018/07/13.-Vigil-Mechanism-Whiste-Blower.pdf).

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has set guidelines on the redressal and inquiry process that is to be followed by aggrieved woman, whilst dealing with issues related to sexual harassment at the work place towards any women. All employees (permanent, temporary, contractual and trainees) are covered under this policy.

The Company has complied with the provision relating to the constitution of the Internal Complaint Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

It may be noted that during the year 2017-18, no grievance / complaint from any women employee was reported.

32. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF BOARD REPORT:

- Your Company, in the Extra Ordinary General Meeting held on 7th March, 2018, has been accorded the approval of the members by way of special resolution authorising to undertake a capital raising process by way of Initial Public Offer (âIPOâ) considering the business exigency and requirement of funds. Accordingly, the Company, pursuant to the section 62(1)(c) of the Companies Act, 2013 and rules made thereunder and pursuant to the provisions of the Chapter X(B) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009 (the âSEBI ICDR Regulationsâ and pursuant to the listing agreement with the Stock Exchange for listing of securities on SME platform and in accordance with the rules, regulations, guidelines, notifications, circulars and clarifications issued by the Securities Exchange of India (âSEBIâ), Stock Exchanges, Reserve Bank of India (âRBIâ), the Registrar of Companies (the âROCâ), has listed its equity shares on EMERGE SME platform of the National Stock Exchange of India Limited. Accordingly, the letter of confirmation is received from the Stock Exchange stating that the equity shares of the Company shall be listed and admitted to dealings on the EMERGE SME platform of the Exchange w.e.f. May 11, 2018 as per the details given below:

Sr. No.	Description of Securities	Symbol	No. Of Securities	Mkt. Lot	Distinctive Numbers
1.	Equity Shares of Rs. 10/- each	SOFTTECH	94,22,476	1600	1 to 94,22,476

- The Company has allotted 28,51,200 Equity Shares of face value of Rs. 10/- each fully paid at price of Rs.80/- per equity share (including a share premium of Rs. 70/- per equity share), comprising of a fresh issue of 23,71,200 equity shares by the Company(âFresh Issueâ) and an offer for sale of 4,80,000 equity shares by existing shareholder, Rajasthan Trustee Company Pvt. Ltd. A/c SME TECH FUND, RVCF Trust II.

- Your Company has formed a wholly owned subsidiary in Finland on 16th July, 2018 with an objective to enhance, upgrade and develop SoftTechâs product for international market. It will create high end products with global acceptance having future technologies like Artificial Intelligence (AI), Machine Language (ML) etc. enabling Exports and International market penetration.

Except above there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

Since the securities of the Companies are listed w.e.f. May 11, 2018 on the National Stock Exchange-EMERGE SME platform, the provisions of the regulations prescribed by the Securities Exchange Board of India were not applicable to the Company as on financial year ended 31st March, 2018.

33. INDUSTRIAL RELATIONS:

The industrial relations during the year 2017-18 have been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

34. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There was no fraud suspect in the Company, hence no reporting was made by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

35. THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN HIS REPORT:

There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification/ explanation. The notes on financial statements are self-explanatory, and needs no further explanation.

36. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed Corporate Social Responsibility Policy as per the provisions of the Section 135 of the Companies Act 2013. The details as per the requirement are annexed to this report as âAnnexure Dâ.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS FUTURE OPERATIONS:

The Company has not received any such orders from regulators or courts or tribunals during the year, which may impact the going concern status of the Company or its operations.

38. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

During the financial year under review ,the Company has taken unsecured loan of Rs. 17,850,000/from Mr. Vijay Gupta and repaid loan of Rs. 11,750,000/- to him. Further, the details of loans and advances accepted from directors of the Company and relatives of directors as on 31st March, 2018 is given below:

Sr. No.	Name of person	Designation	Amount in Rs.
1	Vijay Gupta	Managing Director	1,75,39,662
2	Priti Gupta	Whole-Time Director	636,975

39. CHANGES IN SHARE CAPITAL:

During the year under review, the following changes occurred in the Share Capital of the Company:

- The authorised share capital of Rs. 46,000,000/- (Rupees Four Crores Sixty Lakhs Only) divided into 3,600,000 (Thirty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each and 1,000,000 (Ten Lakhs) Preference Shares of Rs. 10/- (Rupees Ten Only) each was reclassified as Rs. 46,000,000/- (Rupees Four Crores Sixty Lakhs Only) divided into 4,600,000 (Forty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

- The Authorised share capital was increased from Rs. 46,000,000/- (Rupees Four Crores Sixty Lakhs Only) divided into 4,600,000 (Forty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 110,000,000/- (Rupees Eleven Crore Only) divided into 11,000,000 (One Crore Ten lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.

- The Company has issued and allotted 3,525,638 equity shares of Rs. 10.00 each as Bonus Shares in proportion of 1(One) Equity Share for every 1(One) Equity Share held in the Company.

- The Company has approved the âSoftTech Employees Stock Option Plan 2017â in the Annual General Meeting held for the Financial Year ended 31st March, 2017 which upon exercise or conversion could give rise to the issue of equity shares up to 70,000 (Seven Thousand) of Rs. 10/- each in aggregate.

- The Company has granted 35,116 Employee Stock Options to the identified employees pursuant to the âSoftTech Employees Stock Option Plan 2017â.

Further, the Company has neither allotted any sweat equity nor it has bought back any shares or securities.

40. EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Company has approved the âSoftTech Employees Stock Option Plan 2017â in the Annual General Meeting held for the Financial Year ended 31st March, 2017. The details pursuant to the sub rule 9 of the Rule 12 of The Companies (Share Capital and Debenture) Rules, 2014 are mentioned herein under:

Particulars	Pre-Bonus	Post-Bonus
Options granted	35,116	70,232
Options vested	NIL	NIL
Options exercised	NIL	NIL

Total number of Equity Shares that would arise as a result of full exercise of options granted	35,116		70,232
Options forfeited/lapsed/cancelled	NIL		NIL
Variation in terms of options	NIL		NIL
Money realised by exercise of options	NIL		NIL
Total number of options in force	35,116		70,232
Employee wise details of options granted to
i. Senior managerial personnel, i.e. Directors and key management personnel	Name of Employee	Total Options Granted	Name of Employee	Total Options Granted
	NIL		NIL
ii. Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	1. Sheetal Jagtap Kurhade 2. Neetesh Singhal 3. Kingshuk Chail 4. Srinivas Rao Perla 5. Kuldeep Rathi 6. Premanath Basava 7. Sarika Y. Jaglaganeshwala 8. Deepak Warad		1. Sheetal Jagtap Kurhade 2. Neetesh Singhal 3. Kingshuk Chail 4. Srinivas Rao Perla 5. Kuldeep Rathi 6. Premanath Basava 7. Sarika Y. Jaglaganeshwala 8. Deepak Warad
iii. Identified employees who are granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant	NIL		NIL

41. ACKNOWLEDGEMENT:

Your directors would like to express their heartfelt gratitude to all Bankers, Government Authorities, Customers, Vendors and Business Partners for their continued support and association.

The directors would also like to express their appreciation to the employees of the Company for their dedicated, individual and collective contribution in the overall growth of the Company.

For and on behalf of the Board of Directors

SOFTTECH ENGINEERS LIMITED

Sd/-

VIJAY GUPTA

CHAIRMAN & MANAGING DIRECTOR

DIN:01653314

DATE: 31.08.2018

PLACE: PUNE

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Directors Report of SoftTech Engineers Ltd.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

2. KEY DEVELOPMENTS OF THE COMPANY:

3. DIVIDEND:

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Note:

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

6. LISTING OF SECURITIES ON STOCK EXCHANGES:

7. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

8. ANNUAL RETURN:

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Changes in Composition of the Board of Directors:

Appointment:

Cessations:

Re-appointment of Directors:

II. Appointment / Resignation of Key Managerial Personnel:

III. Declaration from Independent Directors and statement on compliance of code of conduct:

IV. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

Note:

10. BOARD MEETINGS:

11. COMMITTEES OF THE BOARD:

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

13. CHANGES IN SHARE CAPITAL:

14. EMPLOYEE STOCK OPTION SCHEME:

15. UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

â¢ CONSERVATION OF ENERGY:

â¢ TECHNOLOGY ABSORPTION:

â¢ FOREIGN EXCHANGE EARNINGS AND OUTGO (^ in Lakhs):

17. AUDITORS:

b) Secretarial Auditor:

c) Internal Auditor:

18. REPORTING OF FRAUD BY STATUTORY AUDITORS:

19. DEPOSITS:

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

21. CORPORATE GOVERNANCE:

22. COMPLIANCE OF SECRETARIAL STANDARDS:

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

24. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

25. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /ASSOCIATE COMPANIES / JOINT VENTURES:

26. RISK MANAGEMENT POLICY:

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

29. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

30. NOMINATION & REMUNERATION POLICY:

31. VIGIL MECHANISM:

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:

33. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 (AS AMENDED BY THE MATERNITY BENEFIT(AMENDMENT) ACT, 2017):

34. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OFBOARD REPORT:

35. INDUSTRIAL RELATIONS:

36. CORPORATE SOCIAL RESPONSIBILITY:

37. PARTICULARS OF EMPLOYEE REMUNERATION:

38. CHANGE IN NATURE OF BUSINESS, IF ANY:

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND THE COMPANY''S FUTURE OPERATIONS:

41. OTHER DISCLOSURES

42. ACKNOWLEDGEMENT:

VIJAY GUPTA

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

2. KEY DEVELOPMENTS OF THE COMPANY:

3. DIVIDEND:

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 f3) (J) OF THE COMPANIES ACT, 2013:

6. LISTING OF SECURITIES ON STOCK EXCHANGES:

7. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

8. ANNUAL RETURN:

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

I. Changes in Composition of the Board of Directors:

Re-appointment of Directors:

II. Appointment / Resignation of Key Managerial Personnel:

III. Declaration from Independent Directors and statement on compliance of code of conduct:

IV. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

V. The Composition of Board of Directors & Key Managerial Person as at March 31, 2024 consists of following:

10. BOARD MEETINGS:

11. COMMITTEES OF THE BOARD:

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

13. CHANGES IN SHARE CAPITAL:

Preferential /Private Placement Basis

14. EMPLOYEE STOCK OPTION SCHEME:

15. UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

â¢ CONSERVATION OF ENERGY:

â¢ TECHNOLOGY ABSORPTION:

â¢ FOREIGN EXCHANGE EARNINGS AND OUTGO (^ in Lakhs):

25. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
ASSOCIATE COMPANIES / JOINT VENTURES:

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

33. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 (AS AMENDED BY THE MATERNITY BENEFIT
(AMENDMENT) ACT, 2017):

34. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF
BOARD REPORT:

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY''S FUTURE OPERATIONS: