B2B Software Technologies Ltd Directors Report.

To,

The Members,

B2B Software Technologies Limited

Your Directors hereby present the Twenty FourthAnnual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2018 and the report of the Auditors thereon.

1. FINANCIAL RESULTS:

(In Rupees)

Standalone

Consolidated

PARTICULARS: 2017-18 2016-2017 2017-2018 2016-2017
Revenue from operations 77,098,952 66,548,881 109,022,510 101,234,964
Other Income 4,389,220 4,066,009 4,389,220 4,066,009
TOTAL INCOME 81,488,172 70,614,890 113,411,730 105,300,973
Total Expenditure 71644657 57,037,455 103,501,614 91,779,811
Profit/(Loss) before exceptional Items 9,843,515 13,577,434 9,910,116 13,521,162
Exceptional Items - - - -
Profit/(Loss) before extraordinary Items 9,843,515 13,577,434 9,910,116 13,521,162
Extraordinary Items - -
Profit/ (Loss) Before Tax 9,843,515 13,577,434 9,910,116 13,521,162
Less: Provision for Tax 3,652,736 - 3,652,736 -
Fringe Benefit Tax - -
Deferred Tax - -
Profit/Loss after tax for the year 8,562,973 11,792,434 8,629,574 11,736,162
Basic and Diluted EPS 0.74 1.02 0.74 1.01

2. Industry Structure and development

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

3. State of Company affairs

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

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

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

• Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015

4. LISTING OF EQUITY SHARES:

The Companys Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2017-2018.

5. TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.40,417,426/- brought forward from the previous years. The profit of Rs.8,562,973/- earned during the year has been adjusted against the losses and the accumulated losses are reduced to Rs. 31,854,453/-. Hence your company does not propose to transfer any amount to the Reserves.

6. CHANGE IN NATURE OF BUSINESS AND SHARE CAPITAL IF ANY:

During the Financial Year 2017-18, The Authorised Share Capital and Paid Up Capital as at 31 stMarch, 2018 stood at Rs. 12,00,00,000 and Rs. 11,58,54,000 respectively. During the year under review, the Company has not issued Securities nor granted any Stock Options or Sweat equity

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

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEARAND DATE OF REPORT:

Mr. V. V. Nagendra (DIN: 00231729) has resigned as Director of the Company on the closing of business hours of 13th August, 2018, due to his pre occupations. The Directors place on record his appreciation of the valuable advise and guidance given by him during his tenure as the Director of the Company.

There are no material changes and commitments in the business operations of the Company from the financial year ended 31stMarch2018tothedateofsigningofthe Directors Report.

8. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year, the Board of Directors (the Board) reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure 1 to the Boards report. The statement also provides the details of performance, financial positions of each of the subsidiaries.Policy for determining material subsidiary as required under SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 is available on the companys website www.b2bsoftech.com.

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

9. CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the company and other material developments during the financial year.

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

12. MEETING OF INDEPENDENT DIRECTORS:

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

13. VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by

adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered underthe policy.

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

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performance evaluation of the Board and Individual Directors is done on annual basis.

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

15. CHANGES IN DIRECTORS:

INDUCTIONS:

The Company has not made any appointment of Directors during the year under review.

RE-APPOINTMENTS:

As per the provisions of the Companies Act 2013, Mr. Yaramati Satyanarayana (DIN: 00360679) retire at the ensuing Annual General Meeting and being eligible, seek their re-appointment. The Board recommends their re-appointment.

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

RESIGNATIONS:

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

CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. V. V. Bala Subramanyam and Mr. V. V. Nagendra were re appointed as Executive Directors of the Company for a further period of three years with effect from 1 st October, 2017 after obtaining the approval of members in the AGM held on 25th of September, 2017.

There have been no changes in KMP (Key Managerial Personnel) during financial year 2017-18. The following are the KMPas on date:

a. Dr. Ramachandra Rao Nemani - Chief Executive Officer
b. Mr. Sunil Nemani - Chief Financial Officer
c. Mr. V. Bala Subramanyam - Executive Director
d. Mr. V. V. Nagendra - Executive Director

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 5 (Five) Board meetings were held on the following dates:

a. 20.05.2017

b. 14.08.2017

c. 10.11.2017

d. 02.02.2018

e. 12.03.2018

Attendance of Directors at the Board Meetings and Annual General Meeting has been furnished in the Corporate Governance Report, which forms part of the Directors Report. The intervening gap between any two Board Meetings was within the period prescribed underthe provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

17. COMMITTEES OF THE BOARD

a. Audit Committee:

The Audit Committee constitutes of Mr. M. Rambabu, Mr. A. Rambabu, Mr. Ch. Suresh, Ms. Rajeswarilmmani, Dr. Murthy Mutyala and Dr. Ramachandra Rao Nemani. The Board of Directors have accepted all the recommendations given by the Audit Committee. Mr. M. Rambabu is the Chairman of the Audit Committee. The terms and reference of Audit Committee and details of meetings held during the financial year 2017-18 and the attendance of members are given in the Corporate Governance Report, which forms part of the Directors Report.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of Mr. A. Rambabu, Mr. M. Rambabu, MsRajeswarilmmani, Mr. Ch. Suresh and Dr. Murthy Mutyala. Mr. A. Rambabu is the Chairman of the Nomination and Remuneration Committee. The terms of reference and the Nomination and Remuneration policy and details of meetings held during the financial year 2017-18 and the attendance of members are provided in the Corporate Governance Report, which forms part of the Directors Report.

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee consists of Mr. Ch. Suresh. Mr.M. Rambabu and Mr. V.V. Nagendra. Mr. Ch. Suresh is the chairman of the Committee. The terms of reference and the details of meetings held during the financial year 2017-18 and the attendance of the members are provided in the Corporate Governance Report, which forms part of the Directors Report.

18. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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.

19. DIRECTORS RESPONSIBILITY STATEMENT:

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

i. in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company forthe financial year;

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

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

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

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

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year 2017-18 your company had not given any loans or provided any guarantees or made any investments as specified under the provisions of Section 186 of the Companies Act, 2013 read with rules made there under.

21. TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on

arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large. Policy on the related parties as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the companys website: www.b2bsoftech.com.

All the material contracts with related parties have been approved by the Audit Committee and the Members of the Company. Form AOC-2 for disclosure of particulars of contracts/arrangements, entered into by your company with related parties is attached herewith asAnnexure -II.

22. RISK AND RISK MITIGATIONS

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

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

23. TECHNOLOGYABSORPTION,ENERGYCONSERVATION& FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

24. PARTICULARS OF EMPLOYEES:

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

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure IV and forms part of this report.

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

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

25. CORPORATE SOCIAL RESPONSIBILITY:

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

26. EXTRACT OF ANNUAL RETURN:

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

27. PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.

28. DEPOSITS:

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

29. AUDITORS:

a. Statutory Auditors:

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

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

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. K. Jhansi Laxmi, Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2017-2018. The Secretarial Audit report is annexed herewith as Annexure - VI.

c. Internal Auditors:

The Board of Directors, on the recommendation of Audit Committee, of the company have appointed M/s. M. Vijay kumar & Co., Chartered Accountants, as internal Auditors to conduct Internal Audit of the Company for the Financial Year ended 31st March, 2018.

REPLY TO OBSERVATION RAISED BYTHE SECRETARIAL AUDITOR:

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

2. The Company is in the process of complying with the requirement of achieving 100% holding of the promoters in demat forms as required under the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

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

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

Your company has also complied with provisions relating to the constitution of internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013

During the financial year 2017-18, the Company has not received any complaints on sexual harassment.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS:

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

32. MAINTENANCE OF COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 are not applicable for the Year since the Company is not falling under the category of class of Companies as prescribed under Sub-Section (1) of Section 148 of the Companies Act, 2013 and Rules framed thereunder.

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

34. ACKNOWLEDGEMENTS:

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

Place : Hyderabad For and on behalf of the Board
Date :13-08-2018 V. BALA SUBRAMANYAM V. V. NAGENDRA
Executive Director Executive Director
DIN: 06399503 DIN:0231729