AXISCADES Technologies Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company, together with the Financial Statement of the Company, for the financial year (FY) ended March 31, 2021. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

(Rs Lakhs)
Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Total income 13,516.58 23,475.01 53,830.73 68,048.18
Total expenditure (before interest & depreciation) 12,583.93 20,335.25 45,984.65 58,121.19
Earnings before interest, depreciation, amortization and extra ordinary items 932.65 3,139.76 7,846.08 9,926.99
Interest & finance charges 1500.77 1,893.31 2,250.40 2,830.39
Depreciation & amortization 1,202.59 1,346.94 2,598.58 3,273.78
Earnings/before Tax and Exceptional Items (1,770.71) (100.49) 2,997.10 3,822.82
Share in net profit/(Loss) of associate - - 44.76 15.72
Exceptional item (4,645.10) - (4,079.80) 0.00
Profit/(Loss) before Tax (PBT) (6,145.81) (100.49) (1,037.94) 3,838.54
Provision for Tax – Current & Deferred (91.00) 347.83 1,082.61 809.03
Net Profit/(Loss) after Tax (PAT) (6,324.81) (448.32) (2,120.55) 3,029.51
Minority Interest - - 45.84 54.10
Profit/(loss) for the period (6,324.81) (448.32) (2,166.39) 2,975.41

PERFORMANCE REVIEW

During the last Financial year, the Company faced challenges in its key vertical i.e. in aerospace, heavy engineering, industrial products and auto industry due to Covid 19. The Company saw improvement in its key vertical from Q4FY21 onwards. The Engineering services revenue has shown improvement from Q4FY21 onwards and the company is expected to perform better in FY22 compared to FY21. The Strategic Technologies vertical was impacted mainly due to disruption in supply chain due to Covid. The company is expected to show positive momentum with the conversions of defence contracts and expectation of key wins in FY22. The Management has implemented various cost reduction initiatives and the impact of these measures are already visible. The Company is also recovering from the impact of COVID pandemic.

FINANCIAL HIGHLIGHTS – STANDALONE

Total Income decreased by 42.42% in 2020 21. EBIDTA decreased by 70.30 % to Rs 932.65 lacs in 2020 21. Loss before tax and exceptional items is Rs 1770.71 lacs in 2020 21. Net loss after tax is Rs 6,324.81 lacs in 2020 21.

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Total Income decreased by 20.89 % to Rs 53,830.73 lacs in 2020 21. EBIDTA decreased by 20.96 % to Rs 7,846.08 lacs in 2020 21. Profit before tax and exceptional items decreased from Rs 3,838.54 lacs to 3,041.86 in 2020 21. Net Profit/(loss) after tax, before minority interest, decreased by 156.77 % to Rs 1747.07 lacs in 2020 21.

RESERVES

The Company has not transferred any amount to its reserves for the

Financial Year ended March 31, 2021.

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 2020 21.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Investments, loans or guarantees covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report. The details, if any, 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 public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The Companys shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Stock performance and stock data are furnished in the section on Corporate Governance. During the financial year the Company has not issued any shares and therefore there is no change in the Share Capital of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 are furnished in the prescribed form AOC 2 as Annexure I to this Report. All transactions with the related parties during the financial year were in the ordinary course of business. The transactions have been approved by the Audit Committee and the Board, if required. Your attention is drawn to the Notes to the financial statement. The Company has not entered into any transaction with related parties which can be considered material in accordance of with the policy of the Company on material related party transactions formulated as per the requirements of Regulations. The Policy on materiality and dealing with related party transactions formulated and approved by the Board is posted on the website of the Company and is accessible at www.axiscades.com

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the financial year end and the date of this report. However, the Company has agreed to acquire Mistral Solutions Pvt. Ltd. (MSPL) in a phased manner, where by in phase I (which was completed on 15th

December 2017) it acquired 43% stake in MSPL by way of share acquisition from its existing shareholders and in Phase II by way of Scheme of Amalgamation of the Shareholder Company of MSPL. The National Company Law Tribunal, Bengaluru Bench at Bengaluru vide their Order dated March 8, 2019 has approved the Scheme of Amalgamation of Explosoft Tech Solutions Private Limited with AXISCADES Engineering Technologies Limited and their respective shareholders. The Scheme has also been filed with the National Company Law Tribunal, Mumbai for approval.

Pending necessary approval from NCLT Mumbai Bench, no effect is given to aforesaid scheme of amalgamation.

During the quarter ended June 30, 2020, the shareholders of MSPL have demanded for discharge of purchase consideration of Phase II of SPA aggregating Rs 7,213 lakhs as the scheme of merger has not yet been approved. The shareholders have also demanded an interest of Rs 1,431 lakhs at the rate of 12% per annum on account of delay in payment of the aforesaid purchase consideration. The Company believes that Explosoft did not take steps that were required by Explosoft to diligently prosecute the application for merger before the NCLT Mumbai so as to bring it to completion and accordingly the claim for interest by Explosoft is not tenable.

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

Further the Companys name stands changed to AXISCADES

Technologies Limited w.e.f. November 10, 2020.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing 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

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

Sl. No 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 42.91% (read together with note 6(b) 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 name of ASSYSTEM AXISCADES Engineering Pvt. Ltd., on 31.08.2018, having its registered office in Hyderabad. The Company holds 50% stake in this Company and is an associate Company within the meaning of Section 2(6) of the Companies Act, 2013. A report on the performance and financial position of each of the subsidiaries & Associate as per rule 8(1) of Companies (Accounts) Rules 2014 is furnished under the statement containing salient features of financial statements of subsidiaries & Associate in Form AOC 1 is attached to this Report as Annexure II pursuant to Section , 129(3) of Companies Act 2013.

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

CONSOLIDATED FINANCIAL STATEMENTS

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

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS

Retirements and Reappointments

In the ensuing Annual General Meeting, Mr. Sharadhi Chandra Babupampapathy Executive Director, retire by rotation, and being eligible, offers himself for re appointment.

The Directors recommend his re-appointment at the ensuing Annual

General Meeting.

Mr. Dhiraj Mathur & Mr. DR Dogra, were appointed as Directors (Non Executive Independent) w.e.f. 29th September 2020.

Induction and cessation of Directors and KMP

Sl No Name of the Director Category Date of Appointment / reappointment Date of Approval by Shareholder Date of Resignation / cessation
1. Mr. David Walker Non Executive Director Non Independent 29.06.2020 29.09.2020 -
2. Mr. Kailash M. Rustagi Independent Director - - 30.09.2020
3. Mr. Pradeep Dadlani Independent Director - - 30.09.2020
4. Mr. Desh Raj Dogra Independent Director 29.09.2020 29.09.2020 -
5. Mr. Dhiraj Mathur Independent Director 29.09.2020 29.09.2020 -

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 es. initiativ the Company has taken several Human Resource 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 1,886 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) 2014 and are made effective from 1 April 2018.

*Pursuant to the change of the name of company from AXISCADES Engineering Technologies Limited to AXISCADES

Technologies Limited, the name of both the schemes stands changed to

AXISCADES ESOP 2018- Series 1 and AXISCADES ESOP 2018- Series 2

The Nomination & Remuneration Committee granted 7,52,300

ESOPs to the employees in 2019 under ESOP Series 2 & Board granted

27,67,777 ESOPs (5,64,315 ESOPs are subject to shareholders approval) under Scheme 1 & 2 on recommendation of Nomination & Remuneration Committee.

Further the Board has approved increasing the pool of ESOPs by

10,00,000** equity shares (including 5,64,315), by way of variations in the terms of existing ESOP schemes series 2 (clause 14.1 & 14.3), which will be effective on receiving Shareholders approval in the ensuing Annual General Meeting and other regulatory approvals. 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:

**this has been further increased to 26,43,167 shares by the Board in its meeting dated 7th August 2021, subject to shareholders approval in the forthcoming AGM.

Particulars AXISCADES ESOP 2018 -Series 1 AXISCADES ESOP 2018 -Series 2
Description of each Employee Stock Option Plan/Scheme that existed at any time during the year, including the general terms and conditions of each such
Scheme/Plan
Date of shareholders approval 31 March 2018
Total number of options approved under ESOS 15,10,381 15,10,381
Vesting requirements Not less than 1 year from date of grant and Not less than 1 year from date of grant and maximum period in which the options shall be maximum period in which the options shall be vested shall be within five years from the date vested shall be within four years from the date of grant. of grant.
Exercise price or pricing formula The exercise price shall be decided by the Board or the Compensation Committee in line with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and any other applicable guidelines.
Maximum term of option granted

Exercise period would be eight years from the date of grant of options

Source of shares (primary, secondary or combination) Primary
Variation in terms of options None

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

Grant First Grant (29.04.2019) Second Grant (20.05.2019) Third Grant (05.02.2021)
Total number of Options approved and granted 7,52,300* 1,50,000 22,03,462 5,64,315**
Exercise price per option Rs 52.65 Rs 52.95 H 51.20
Maximum term of Options Granted 8 Years from grant date 8 Years from grant date 8 Years from grant date
Source of Shares Primary Primary Primary
Options vested/Vesting Schedule 50% of the options 50% of the options 1/3rd of the options vest on or after 5th February, 2022 subject
vest on the 29th vest on the 20th May, to meeting the performance criteria as specified by NRC
April, 2020 2020 1/3rd of the options vest on the 5th February, 2023 subject to
50% of the options vest on the 29th 50% of the options vest on the 20th May, meeting the performance criteria as specified by NRC 1/3rd of the options vest on the 5th February, 2024 subject to
April, 2021 2021 meeting the performance criteria as specified by NRC
Number of options outstanding at the beginning of the period 7,27,300 1,50,000 Nil
Number of options granted during the year 22,03,462 (including 85,000 regranted) 5,64,315**
Number of options forfeited / lapsed during the year* 85,000 Nil NA
Number of options vested during the year 6,67,300 1,50,000 NA
Number of options exercised during the year NIL NIL NA
Number of shares arising as a result of exercise of options NA NA NA
Money realized by exercise of options (Rs ), if scheme is implemented directly by the company NA NA NA
Loan repaid by the Trust during the year from exercise price received NA NA NA
Number of options outstanding at the end of the year 6,67,300 1,50,000 22,03,462 (including 85,000 regranted) 5,64,315**
Number of options exercisable at the end of the year 6,67,300 1,50,000 NA
Variation in terms of Options None None None
Method of Settlement Equity Equity Equity

*ESOP lapsed 85,000 and regranted in third grant ** ESOP of 5,64,315 is subject to Shareholders approval

Employee wise details of options granted during the year

Options Granted to First Grant Second Grant Third Grant
Senior Managerial Personnel 17,500 1,50,000 9,83,825
5,64,315**
Any other employee who receives a grant in any one year of option amounting to 5% or None None None
more of option granted during that year
Employees who were granted option, during any one year, equal to or exceeding 1% of the None None CEO & CFO
issued capital (excluding warrants and conversions) of the Company at the time of grant 2.61%
1.49%**

** ESOP of 5,64,315 (1.49%) is subject to Shareholders approval

Description of method and significant assumptions used granted during the year

No option has been exercised during the financial year 2020 2021. 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.

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

3. CORPORATE GOVERNANCE

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

MEETINGS OF THE BOARD

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

COMMITTEES OF THE BOARD

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

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

Independent Directors are placed on the website of the Company at www.axiscades.com

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

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

The performance of the Board and its committees were evaluated by the Board / committee after seeking inputs from all the directors/ members on the basis of the criteria and framework adopted by the

Board. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates the

Whistle blower policy provides a formal mechanism to all Directors and employees to approach the Chairman of the Audit Committee and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the 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 Committee. The Whistle blower policy which also describes the mechanism may be accessed on the Companys website at www.axiscades.com.

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

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

2013 are furnished in Annexure 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 identification risk and management frame work appropriate to its size and the environment under which it operates. The risk management process involves identification and periodic assessment of potential risks and their impact on the operations, profitability, growth and continuity of the business and focuses on risk elements pertaining to competitive position in the key market segments, business environment, statutory and regulatory changes, global economy and business scenario, Currency exchange rate fluctuations, resource constraints etc. and initiating timely preventive as well as remedial actions.

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

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place your

Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace and has proper mechanism to control the same which is commensurate with the nature and size of the business of the Company. During the financial year 2020 21, no complaint was received. The Company has an Internal Complaints Committee in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that: a. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. FRN 101049W/E300004), were appointed as

Auditors of the Company by the shareholders at the AGM held on August 24, 2017 to hold office until the conclusion of the 32nd AGM of the Company. Hence they will continue to be the Auditors of the Company.

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2020 21. The Secretarial Audit Report attached as Annexure VI forms part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

The Statutory Auditors or the Secretarial Auditors of the

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

SIGNIFICANT ORDERS BY REGULATORS/COURTS/ TRIBUNALS

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

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2021, prepared pursuant to Section 92 of the Companies Act 2013 and the Rules made thereunder, in Form MGT 7 is available on the website of the Company at www.axiscades.com at the link https://www.axiscades.com/investors_data/annual_report/ Annual%20Return FY21 sep 21.pdf .

INTERNAL FINANCIAL CONTROLS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS ETC

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

Conservation of Energy

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

Foreign Exchange Earnings and Outgo (Standalone)

2020-21 2019-20
Foreign Exchange Earnings (actual inflows) 14,684.48 21,402.15
Foreign Exchange Outgo (actual outflows) 6,605.11 10,155.59

Technology Absorption

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

7. FUTURISTIC STATEMENTS

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

8. GREEN INITIATIVES

With reference to the MCA circulars and SEBI circular dated January 15, 2021 read with circular dated May 12, 2020, this year the Company is dispensed with the printing and dispatch of Annual Reports to the Shareholders due to Covid 19 pandemic. Electronic copiesoftheAnnualReportaresenttoallthememberswhoseemail address are so registered.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Bengaluru Sharadhi Chandra Babupampapathy Sudhakar Gande
Date: 11.06.2021 CEO & Executive Director Director