Adisoft Technologies Ltd Directors Report

To,

The Members of

ADISOFT TECHNOLOGIES PRIVATE LIMITED

Your directors have pleasure in presenting the 11 th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2024.

1. Financial Highlights:

The financial performance of your company for the year ending March 31, 2024 is summarized below:

		Amount in Rupees)
Particulars	2023-2024	2022-2023
Revenue from Operations	1,02,41,53,101.44	75,13,21,857.77
Other Income	83,14,966.81	53,04,756.28
Expenses other than Interest and Depreciation and Tax	87,01,41,919.94	66,71,12,290.67
Profit before Interest and Depreciation and Tax	16,23,26,148.31	8,95,14,323.38
Finance Cost	83,39,154.37	66,67,533.41
Depreciation	12,66,713.00	10,77,205.00
Net Profit before Tax	15,27,20,280.94	8,17,69,584.97
Tax Expense	3,94,61,348.00	2,06,50,394.00
Deferred Tax	72,892.97	(96,131.23)
Net Profit after Tax	11,31,86,039.97	6,12,15,322.20

2. State of companys affairs and future outlook:

During the reporting period, the company generated total revenue of Rs. 1,02,41,53,101.44/-. Company has generated other income of Rs. 83,14,966.81/-. Further, after meeting out all the administrative and other expenditures, the company has earned Net profit of Rs. 11,31,86,039.97/-. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. Transfer to reserves in terms of section 134 (3) (j) of the Companies Act, 2013:

Company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

4. Annual Return:

The provisions of section 134 (3) (a) of the Companies Act 2013 prescribes the Company to mention the web address, if any, where the Annual Return referred to in sub section (3) of Section 92 of the Act has been placed. The Annual Return is placed on the website of the company

5. Dividend:

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6. Change in Nature of Business:

During the period under review, the Company has not changed its line of business in such a way which amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

8. Share Capital:

There has been no change in the share capital of the company during the year under review.

9. Transfer of unclaimed dividend to Investor Education and Protection Fund:

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company. Hence, the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

10. Particulars of Loans, Guarantees and Investments:

During the year under report, the Company has not made any investments in, nor provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, LLPs or any other parties.

11. Information about Subsidiary/ JV/ Associate Company:

Company does not have any Subsidiary, Joint venture or Associate Company.

12. Deposits:

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. Disclosure relating to the provision of Section 73 of Companies Act,2013 read with rule (2) (1)(c)(viii) of The Companies (Acceptance of Deposit) Rules 2014:

During the year the company has accepted borrowings from its directors and his/their relatives, the detail of the same is as under:

Amount received from Directors: -

(Amount in Rupees)

S. No.	Name of the Directors	Opening Amount (in Rs.)	Received During the year (in Rs.)	Repaid During the year (in Rs.)	Closing Amount (in Rs.)
1	Ajay Chandrashekhar Prabhu	35,43,235.98	91,56,764.02	-	1,27,00,000.00
2	Preeti Ajay Prabhu	0.00	69,50,000.00	-	69,50,000.00

14. Related Party Transactions:

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information, said is annexed and mark as (Annexure 1).

15. Directors and Key Managerial Personnel:

There has been no Change in the constitution of Board during the year.

Composition of board of directors as on 31-03-2024 is as follows:

S. No.	Name	Designation	DIN	Date of Appointment
1	Ajay Chandrashekhar Prabhu	Director	06473412	4 th February, 2013
2	Preeti Ajay Prabhu	Director	06473413	4 th February, 2013

16. Declaration by Independent Directors:

The Company does not require to appoint Independent Directors. Hence the same clause is not applicable.

17. Number of Meeting of Board of Directors:

During the Financial Year, the Company held five (5) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

18. Composition of Audit Committee:

As per the provision of Section 177 along with rules prescribed under the Companies Act, 2013, the company is not required to constitute Audit Committee.

19. Nomination And Remuneration Committee:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

20. Board Evaluation:

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company.

21. 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, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 of the 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; and

(e) Company being unlisted sub clause (e) of section 134(5) is not applicable.

(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.

22. Internal control systems and their adequacy:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

23. Corporate Social Responsibilities (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as the CSR Spending of the Company is lower than^ 50 Lakhs. Accordingly, it does not fall within purview of Section 135(1) of the Companies Act, 2013. The detailed Corporate Social Responsibility Policy is hosted at and a summary of the Policy along with the applicable disclosures are included in Annexure II.

24. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Not Applicable.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Not Applicable.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore:

N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(C) Foreign exchange earnings and Outgo

Earnings	-
Outgo	Rs. 4,48,460/-

25. Business Risk Management:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

26. Significant and Material Orders Passed by The Regulators Or Courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. Auditors:

Statutory Auditors & their Report

M/s. S D Dale & Co, Chartered Accountants (FRN: 0132027W) were appointed as the Statutory Auditor of the Company to hold office up to the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to Section 139 of the Companies Act, 2013 and other applicable provisions, if any, you are requested to approve the re-appointment of M/s. S D Dale & Co as the Statutory Auditors of the Company for a period of five years from the conclusion of the ensuing AGM upto the conclusion of the AGM to be held in the year 2029.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

Cost Auditor

The Cost Audit in pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable on the company.

Secretarial Auditor

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. Statement regarding compliances of applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

29. 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Company was committed to provide a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

30. Vigil Mechanism / Whistle Blower Policy:

The Provisions of Vigil Mechanism under Section 177(9) and (10) of the Companies Act, 2013 are not applicable to the company.

31. Fraud Reporting:

During the year under review, Auditors of the company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

32. Acknowledgement:

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

33. Cautionary Statement

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For & on behalf of the Board of Directors of ADISOFT TECHNOLOGIES PRIVATE LIMITED

AJAY CHANDRASHEKHAR PRABHU	PREETTWBFP^ABHU
DIN:06473412	DIN:06473413
DIRECTOR	DIRECTOR
R/O: D-4 B, ANIL RAJ PARK, SURVEY NO 167/2B,	R/O: D-4 B, ANIL RAJ PARK, SURVEY NO 167/2B,
NEHRU NAGAR ROAD, NEAR MONICA CENTER,	NEHRU NAGAR ROAD, NEAR MONICA CENTER,
KAMGAR NAGAR, KHARATWADI, PIMPRI, PUNE-411018.	KAMGAR NAGAR, KHARATWADI, PIMPRI, PUNE-411018.
DATE: 06-09-2024 PUCE: PUNE