AXISCADES Technologies Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company, together with the Financial Statement of the Company, for the financial year (FY) ended 31 March 2020. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

(Rs in lakhs)

Standalone Consolidated
Particulars 2019-20 2018-19 2019-20 2018-19
Total income 23,475.01 22,679.93 68,048.18 61,676.53
Total expenditure (before interest & depreciation) 20,335.25 22,097.02 58,121.19 59,579.60
Earnings before interest, depreciation, amortization and extra- ordinary items 3,139.76 582.91 9,926.99 2,096.94
Interest & finance charges 1,893.31 1,667.64 2,830.39 2,357.41
Depreciation & amortization 1,346.94 907.01 3,273.78 1,974.81
Earnings/before Tax and Exceptional Items (100.49) (1,991.74) 3,822.82 (2,235.28)
Share in net profit/(Loss) of - - 15.72 (54.75)
Exceptional item - (1,450.68) 0.00 (1,450.68)
Profit/(Loss) before Tax (PBT) (100.49) (541.06) 3,838.54 (839.35)
Provision for Tax – Current & Deferred 347.83 (141.67) 809.03 (71.89)
Net Profit/(Loss) after Tax (PAT) (448.32) (399.39) 3,029.51 (767.46)
Minority Interest - - 54.10 45.83
Profit/(loss) for the period (448.32) (399.39) 2,975.41 (813.28)

Performance Review

The Company enhanced its engagement with clients in aerospace, heavy engineering, industrial products and auto industry. The Companys engineering services revenue has grown significantly in Heavy Engineering vertical. The Strategic Technologies vertical is also showing positive momentum with various defense related contracts in the production stage and confirmed deliveries. AXISCADES is an authorized India Offset Partner (IOP) and has successfully established . strategic partnerships for executing 186 of the Companies The Management has implemented various cost reduction initiatives and the impact of these measures are already visible.

Financial Highlights Standalone

Total Income increased marginally by 3.5% in 2019-20. EBIDTA

Increased by 438.6% to Rs.3,139.76 lakhs in 2019-20. Loss/Profit before tax and exceptional items is Rs.(100.49) lakhs in 2019-20. Net loss/Profit after tax isRs (448.32) lakhs in 2019-20.

Financial Highlights Consolidated

Total Income increased by 10.33% to Rs 68,048.18 lakhs in 2019-20. EBIDTA increased by 373.4 % to Rs 9,926.99 lakhs in 2019-20. Profit before tax and exceptional items increased from Rs(2,235.29) lakhs to Rs 3,822.82 in 2019-20. Net Profit/(loss) after tax, before minority interest, increased by 494.7% to Rs 3,029.51 lakhs in 2019-20. on

Reserves

The Company has not transferred any amount to its reserves for the Financial Year ended 31 March 2020.

Dividend

Considering need for conservation of funds for catering to the growth plans of the Company, your Directors consider it expedient to pass over dividend for 2019-20.

Particulars of Loans, Guarantees or Investments

Investments covered under Section Act, 2013 form part of the Notes to the financial statements provided in the Annual Report. The Company has provided loan in the form of ICD to its subsidiaries during the year, the details of which form part of Annexure-1 AOC-2.

Public Deposits

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

Issue and Listing of Shares

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

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

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the2013 are furnished in the prescribed form AOC 2 as Annexure I to this Report. All transactions with the related parties the financial year were in the ordinary course of business. The transactions have been approved by the Audit Committee and the Board, if required. Your attention is drawn to the Notes to the financial statement.

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

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company occurred between the financial year end and the date of this report. However, the Company has agreed to acquire Mistral Solutions Pvt. Ltd.

(MSPL) in a phased manner, where by in phase I (which was completed on 15 December 2017) it acquired 43% stake in Act MSPL by way of share acquisition and in Phase II by way of Scheme of Amalgamation of the during Shareholder Company of MSPL. The National Company Law Tribunal, Bengaluru Bench at Bengaluru vide their Order dated

8 March 2019 has approved the Scheme of Amalgamation of Explosoft Tech Solutions Engineering Technologies Limited and their shareholders. The Scheme has also been filed with the National with Company Law Tribunal, Mumbai for approval.

Management Discussion and Analysis

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

BUSINESS STRUCTURE

SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Name of the subsidiary Location/Country %age Shareholding
1 AXISCADES, Inc. Peoria, Illinois USA 100%
2 AXISCADES UK Ltd. Leicestershire, UK 100% shares held by AXISCADES Inc.
3 AXISCADES Technology Canada Inc. Montreal, Quebec, Canada 100%
4 Axis Mechanical Engineering Design (Wuxi) Co Ltd. Wuxi City, China 100%
5. AXISCADES GmbH Germany 100%
6. Mistral Solutions Inc. USA 100% shares held by Mistral Solutions Pvt. Ltd.
7. Mistral Solutions PTE Ltd. Singapore 100% shares held by Mistral Solutions Pvt. Ltd.

Indian Subsidiaries

Name of the subsidiary Location/Country %age Shareholding
1 Cades Studec Technologies (India) Pvt. Ltd. (CSTI) Bengaluru, India 76%
2. AXISCADES Aerospace & Technologies Pvt. Ltd. (ACAT) Bengaluru, India 100%
3. AXISCADES Aerospace Infrastructure Pvt. Ltd. (AAIPL) Bengaluru, India 100 % shares are held by ACAT
4. Enertec Controls Limited (ECL) Bengaluru, India 51.84 % is held by ACAT and 48.16% by AAIPL
5. Mistral Solutions Pvt. Ltd. Bengaluru, India 43% (read together with note 6(a) of the Standalone Financial Statement)
6. Aero Electronics Pvt. Ltd. Bengaluru, India 100% shares held by Mistral Solutions Pvt. Ltd.
7. Mistral Technologies Pvt. Ltd. New Delhi, India 100% shares held by Mistral Solutions Pvt. Ltd.

The Company has incorporated a Joint Venture Company in the Rules 2014 is furnished under the statement containing salient name of ASSYSTEM AXISCADES Engineering Pvt. Ltd., on 31.08.2018, features of financial statements of subsidiaries & Associate in Form having its registered office in Hyderabad. The Company holds 50%AOC 1 attached to this Report as Annexure II, pursuant to Section stake in this Company and is an associate Company within the 129(3) of Companies Act 2013. meaning of Section 2(6) of the Companies Act, 2013.

In accordance with the provisions of Section136 of the Companies A report on the performance and financial position Act, 2013, the audited financial statements of subsidiaries have of eachofthe subsidiaries & Associate as per rule 8(1) of Companies (Accounts) been placed on the Companys website at www.axiscades.com

The copies of these documents will be shared if requested by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for inspection at the Registered during business hours on working days.

Consolidated Financial Statements

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

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS

Retirements and Reappointments

In the ensuing Annual General Meeting, Mr. David Bradley, Director, retire by rotation, and being eligible, offers himself re-appointment.

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

Mr. David Walker, was appointed as an Additional Director (Non Executive Non Independent) by the Board of Directors w.e.f. 29th June 2020 and is recommended for appointment by the shareholders at the ensuing Annual General Meeting.

The Independent Directors Mr. Pradeep Dadlani & Mr. Kailash Rustagi, are completing their 2nd term on the ensuing Annual General Meeting and the Company will consider appointing new independent director(s).

Induction and cessation of Directors and KMP

Date of Appointment / Date of Approval by Date of Resignation /

Sl No Name of the Director Category reappointment Shareholder cessation

1. Mr. Anees Ahmed Executive Director 28.07.2018 - 21.08.2019

2. Mr. Ashwani Datta Non-Executive Director 28.07.2018 - 29.08.2019

3. Mr. Ajay LakhotiaNon-Executive Director 02.02.2019 - 30.03.2020

4. Mr. David Bradley Non-Executive Director & Chairman 05.03.2019 22.04.2019 Appointed as Chairman w.e.f. 31 May 2020.

5. Mr. Kaushik Sarkar Chief Financial Officer12.09.2014 - 07.06.2019

6. Mr. Srinivas A. Chief Financial Officer 07.06.2019 -

Human Resources Development

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

The Employee strength of the Company, on consolidated basis stood at 2,139 employees during the year end.

Employee Benefit Scheme

The Company approved the ESOP Scheme - AXISCADES

Engineering ESOP 2018 -Series 1 & AXISCADES Engineering ESOP 2018 -Series 2 on 31 March 2018 which are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and are made effective from 1 April 2018.

The Nomination & Remuneration

7,52,300 ESOPs to the employees vide its resolution dated 29 April 2019 and 1,50,000 ESOPs vide its resolution dated 20 May 2019 under ESOP Series 2.

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

Particulars AXISCADES Engineering ESOP 2018-Series 1 AXISCADES Engineering ESOP 2018-Series 2
A. Description of each Employee Stock Option Plan/Scheme that existed at any time during the year, including each such Scheme/Plan
a) Date of shareholders approval 31 March 2018 31 March 2018
b) Total number of options approved under ESOS 15,10,381 15,10,381
c) Vesting requirements Not less than 1 year from date of grant and maximum period in which the options shall be Not less than 1 year from date of grant and maximum period in which the options shall be vested shall be within shallbewithin four years from the date of grant. five years from the date of grant
d) Exercise price or pricing formula The exercise price shall be decided by the Board of the Compensation Committee in line with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and any
e) Maximum term of option granted Exercise period would be eight years from the date of grant of options.
f) Source of shares (primary, secondary or combination) Primary
g) Variation in terms of options None

The general terms and conditions of the said grant are as follows:

tr>
Grant First Grant Second Grant
Total number of Options approved and granted 7,52,300 1,50,000
Exercise price per option Rs. 52.65 Rs. 52.95
Maximum term of Options Granted 8 Years from grant date 8 Years from grant date
Source of Shares Primary Primary
Options vested/Vesting Schedule 50% of the options vest on the 29 April 2020 50% of the options vest on the 29 April 2021 50% of the options vest on the 20 May 2020 50% of the options vest on the 20 May 2021
Number of options outstanding at the beginning of the period Nil Nil
Number of options granted during the year 7,52,300 1,50,000
Number of options forfeited / lapsed during the year* 25,000 Nil
Number of options vested during the year Nil Nil
Number of options exercised during the year NA NA
Number of shares arising as a result of exercise of options NA NA
Money realized by exercise of options (), if scheme is implemented directly by the company NA NA
Loan repaid by the Trust during the year from exercise price received NA NA
Number of options outstanding at the end of the year 7,27,300 1,50,000
Number of options exercisable at the end of the year NIL NIL
Variation in terms of Options None None
Method of Settlement Equity Equity

*ESOP lapsed 25,000

Employee wise details of options granted during the year

Options Granted to First Grant Second Grant
Senior Managerial Personnel 17,500 1,50,000
Any other employee who receives a grant in any one year of option amounting to 5% or more None of option granted during that year 3
Employees who were granted option, during any one year, equal to or exceeding 1% of theissued capital (excluding warrants and conversions) of the Company at the time of grant None None

Description of method and significant assumptions used to estimate the fair value of options granted during the year

No option has been exercised during the financial year 2019 2020. However the fair value of above options has been estimated using Black-Scholes Option pricing model.

Particulars of Employees

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure IIIA to this Report. during The statement of particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure IV to this Report.

3. CORPORATE GOVERNANCE

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

Meetings of the Board

The Board of the Company met seven times

The dates, attendance and other particulars of the meetings are furnished in the Report on Corporate Governance attached to this Report. The intervening gap between any two meetings was within the limit prescribed by the provisions of Companies Act, 2013.

Committees of the Board

The Audit Committee consists of 3 members namely, Mr. Kailash M. Rustagi, Mr. Pradeep Dadlani, Independent Directors and Mr. David Bradley, Non-Executive Director. The Chairman of the Audit Committee is an Independent Director.

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

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

Declaration from Independent Directors

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

Performance Evaluation of the Board, Committees and Directors

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

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

Vigil Mechanism

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

Policy on Directors Appointment and Remuneration

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

Risk Management Policy

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

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

Reporting and control mechanisms ensure timely availability and facilitates proactive risk management. These mechanisms are designed to cascade down to the level of line managers so that risk at the transaction level is identified and steps are taken towards Risks are being continuously monitored in relation business strategy, operations and legal compliance, financial reporting, information system etc. based on the inputs from both external and internal sources like key incidents, Internal audit findings etc. after seeking in puts from

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

Prevention of Sexual Harassment of Women at Workplace

In order to prevent sexual harassment of women at work place your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace and has proper mechanism to control the same which is commensurate with the nature and size of the business of the Company. During the financial year 2019-20, no complaint was received. The Company has an Internal Complaints Committee with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read Companies Act, 2013, your Directors confirm that: .The Whistle blower policy which also

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

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

c. they have taken proper and maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

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

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

f. they have devised proper systems to ensure compliance is chaired by an Independent with the provisions of all applicable laws and that such systems are adequate and operating , has framed a CSR policy in line with Schedule VII Committee effectively

5. AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. FRN 101049W/E300004), were appointed as are based on Statutory Auditors of the Company by the shareholders at the AGM held on 24 August2017toholdoffice of the 32nd AGM of the Company. Hence they will continue to be the Auditors of the Company.

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

Secretarial Auditor Pursuant to the provisions of Section204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report attached as Annexure VI forms part of this report. Secretarial qualific or Audit Report does not contain any adverse remark.

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

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

Significant Orders by Regulators/Courts/Tribunals

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

Extract of Annual Returns

The extract of Annual Return of your Company as on 31 March 2020, prepared pursuant to Section 92(3) of the Companies Act 2013 and the Rules made there under, in Form MGT-9 is attached as Annexure VII to this Report and the same is available as part of Annual report FY 20 at www.axiscades.com

Internal Financial Controls

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection the accuracy and completeness of the accounting records, and the timely same has been audited and of the Company in their Audit Report.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility of Section 135 of the Companies Act 2013 there under. The Director. The Company on recommendation of the CS of the Companies Act, 2013. The policy has been posted and is accessible on the Companys website at www.axiscades.com

The salient features of which are as under:

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

• We recognize the need to work in partnership with other players as well;

• The CSR Committee is responsible to formulate and recommending changes to the policy indicating the activities to be undertaken including Monitoring and reviewing CSR activities;

• Transparent Monitoring. activities is furnished in Annexure The annual report on CSR VIII to this Report.

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS ETC

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

Conservation of Energy

Being an Information Technology Company, is not energy intensive. However, adequate measures have been taken Committee to conserve energy by introducing improved operational methods. The Company in its initiative to be ISO14001

Environmental Management System compliant, is adhering to the provisions of E-Waste (Management and Handling) Rules 2011 and Batteries (Management and Handling) rules 2011, by PCs by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

(Rs. in lakhs)

2019-20 2018 - 19
Foreign Exchange Earnings (actual inflows) 21,402.15 21,315.16
Foreign Exchange Outgo (actual outflows) 10,155.59 11,844.69

Technology Absorption

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

7. FUTURISTIC STATEMENTS

Certain statements made in this section preparation of reliable financial disclosures. The or report may be futuristicin nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external.

Therefore, the investors are requested to make their own judgment by taking into account all relevant factors before the rules made making any investment decision.

8. GREEN INITIATIVES

With reference to the MCA circular dated 5 May 2020 and SEBI circular dated 12 May 2020, this year the Company is dispensed with the printing and dispatch of Annual Reports to the Shareholders due to Covid-19 pandemic. Electronic copies of the Annual Report are sent to all the members whose email address are so registered.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Bengaluru Sharadhi Chandra Babupampapathy Sudhakar Gande
Date: 27 June 2020 CEO & Executive Director Director