B2B Software Technologies Ltd Directors Report

Dear Members,

The Board of Directors of the Company are pleased to present the Companys 31st annual report along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025

1. FINANCIAL SUMMARY

A summary of the Companys standalone and consolidated financial performance for the year ended March 31, 2025, is given below:

(Amount In Lakhs)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1513.64	1,392.32	2413.69	2032.28
Other Income	148.98	134.14	148.98	134.14
Profit/ Loss before Depreciation, Finance	1662.62	1,526.46	2,562.67	2166.42
Costs, Exceptional Items and Tax Expense
Less: Depreciation/Amortization	13.19	16.49	13.19	16.49
/ Impairment
Profit / Loss before Finance Costs,	1649.43	1509.97	2549.48	2149.93
Exceptional Items and Tax Expense
Less: Other Expenses	1346.51	1282.50	2223.57	1910.41
Profit/ Loss before Exceptional Items and	302.92	227.47	325.91	239.52
Tax Expense
Add/ Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit/ Loss before Tax Expense	302.92	227.47	325.91	239.52
Less: Tax Expense (Current & Deferred)	62.43	55.02	62.43	55.02
Profit/ Loss for the year (1)	240.49	172.45	263.48	184.50
Total Comprehensive Income/ Loss (2)	(31.74)	(0.59)	(31.74)	(0.59)
Total (1+2) carried to Balance Sheet	208.75	171.86	231.74	183.91

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. REVIEW OF OPERATIONS

Your Company is one of the Gold Certified 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. Detailed discussion on the operations is given in the Management Discussion and Analysis forming part of this report.

B2B has developed several Add-ons namely Quality, HR & Payroll, Plant Maintenance and Life Sciences Vertical

for Microsoft Dynamics on NAV and AX.

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The Company is launching a new Division for "Emerging Technologies" to address the rapidly growing demand for innovative and transformative solutions. The Division will focus on delivering cutting-edge projects in the domains such as Artificial Intelligence (AI), Machine Learning (ML), and Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Data Warehousing, Advanced Analytics, Low-code / No-code Development Tools, Cloud Migration and Cybersecurity. The initial capital expenditure for the launch of this division has been approved at 1 crore, to be funded from internal accruals, with provision for additional funding as required. New division will commence the operations from September 2025 with the required infrastructure setup. The Company believes this strategic initiative will position the Company at the forefront of technological innovation and open new avenues for sustainable growth.

4. LISTING OF EQUITY SHARES

The securities of the Company are listed at BSE Limited (BSE) ,the Company has paid the Annual Listing Fees to

the said Stock Exchanges for the Financial Year 2025-26.

5. TRANSFER TO RESERVES

No amounts were proposed to be transferred to General Reserves for the period under review. The profit of

Rs.208.75/- lakhs earned during the year will be retained in the company to meet the future requirements.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

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

7. CHANGES IN SHARE CAPITAL

As on March 31, 2025, the Authorised share capital of the Company was Rs. 1,200/- lakhs The Paid-up Equity

share capital as on March 31, 2025 was 1158.54/-lakhs.

8. ESOP Grant under B2B ESOP Scheme 2024:

During the financial year 2024 25, the Company, through the B2B ESOP Trust, granted 3,02,288 stock options to eligible employees under the B2B ESOP Scheme 2024. These options were granted out of the 6,00,000 shares allocated to the Trust. Each option entitles the holder to convert it into one (1) equity share of the Company at an exercise price of Rs. 10/- (Rupees Ten Only) per option. The scheme is administered through the B2B ESOP Trust and is fully compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

9. DIVIDEND

To conserve cash for the Companys operations, the Directors do not recommend any dividend for the year under

review.

10. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 of the Companies Act, 2013, shares of the shareholders, who has not claimed dividends for a continuous period of 7 years, shall be transferred to Investor Education and Protection Fund Authority Account.

However, there are no amount/shares to be transferred to Investor Education and Protection Fund (IEPF).

11. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors reports the following material changes and commitments that have occurred between the end of the financial year i.e., March 31, 2025, and the date of this Report:

I. Receipt of Significant Order

The Company has received an order from Antelope Valley Cancer Centre, Palmdale, CA for a total consideration of USD 1,000,000. The project is aimed at improving the efficiency, quality of care, and operational performance of the clients oncology practice by leveraging advanced technologies The project is to be executed over a period of 60 months.

II. Launch of New Division Emerging Technologies

To address the rapidly growing demand for innovative and transformative technology solutions, the Company has approved the launch of a new Division titled "Emerging Technologies." The Division will focus on cutting-edge domains including AI, ML, Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Warehousing, Advanced Analytics, Low-code/No-code Development Tools, Cloud Migration, and Cybersecurity. An initial capital expenditure of Rs.1 crore has been approved for this Division, to be funded from internal accruals, with provision for additional funding as may be required. The Division is expected to commence operations from September 2025 with the required infrastructure setup.

III. Changes in the Board of Directors a. Dr. Yaramati Satyanarayana (DIN: 00360679) ceased to be the Chairman & Non-Executive Non-Independent Director of the Company with effect from July 12, 2025. b. Dr. Avinash Yaramati (DIN: 09804102) was appointed as an Additional Director of the Company with effect from July 12, 2025. His appointment is proposed for approval of the shareholders at the ensuing Annual General Meeting. He has been designated as the Chairman of the Company by the Board at its meeting held on August 12, 2025.

IV. Changes in Company Secretary and Compliance Officer

Mrs. Gita Usha Rani Maddukuri (Membership No. A65602) was appointed as Company Secretary and Compliance Officer of the Company with effect from April 1, 2025. The Board approved her resignation at its meeting held on August 12, 2025, which will become effective from August 26, 2025.

V. Grant of Employee Stock Options

On May 19, 2025, the Nomination and Remuneration Committee of the Company granted 2,50,325 stock options to eligible employees under the B2B ESOP Scheme 2024, out of 6,00,000 shares lying in the B2B ESOP Trust. Each option is convertible into one equity share of the Company at an exercise price of Rs.10 per option. The scheme is implemented through the B2B ESOP Trust and is fully compliant with SEBI (SBEB & SE) Regulations, 2021.

12. SUBSIDIARY COMPANIES

The Company has one subsidiary as on March 31, 2025, i.e., B2B Softech INC, USA

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 27 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 ("the Act"). Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the company along with separate audited financial statements of subsidiaries are placed by the Company on its website at www.b2bsoftech.com and a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014, is enclosed as Annexure-1to this report. Statement containing the salient features of the financial statements of subsidiaries for the year ended March 31, 2025, in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure-2 to this report.

13. CORPORATE GOVERNANCE

A report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Chartered Accountant certifying compliance with conditions of Corporate Governance, is annexed to this Annual Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("the Listing Regulations") is enclosed as Annexure 10.

15. DECLARATIONS OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that: a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and b. There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA). The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields

16. MEETING OF INDEPENDENT DIRECTORS:

As per Clause VII of Schedule IV to the Companies Act, 2013 read with Clause 49 (II) (B) (6) of the Listing Agreement provide that a separate meeting of Independent Directors should be held at least once in a year. 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 held on March 25, 2025.

17. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effetiveness of Board processes, information and functioning, etc.

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 of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of independent directors held on 25th March 2025, performance of Non-Independent Directors and the Board was evaluated. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. VIGIL MECHANISM

The Company established a Whistle Blower policy & Vigil Mechanism for directors and employees to report genuine concerns pursuant to Section 177 of the Act. The vigil mechanism provides adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy lays down the mechanism for conducting inquiries into whistle blower complaints received by the Company. Employees who become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors and employees, and it is also disclosed on the website of the Company https://www.b2bsoftech.com/Investors_column/Whistle%20Blower%20Policy.pdf

19. CHANGES IN DIRECTORS AND KMP

i. Cessation of Independent Directors:

Mr. Ram Babu Mutyala (DIN: 03473901) and Mr. Arumilli Rambabu (DIN: 03473906) completed their second and final term as Independent Directors of the Company with effect from March 31, 2024. Consequently, they ceased to be Directors of the Company.

Ms. Rajeswari Immani (DIN No. 07127791) ceased to be an Independent Director with effect from March 27, 2025 upon completion of her second and final term. The Board placed on record its sincere appreciation for the valuable contributions and services rendered by her during her tenure.

ii. Appointments of Independent Directors:

Mr. Lakshmi Narayana Bolisetty (DIN: 02766709) was appointed as an Additional Director with effect from 28th June 2025. His appointment was subsequently regularised and approved by the shareholders at the Annual

th

General Meeting held on 26 September 2025, wherein he was appointed as a Non-Executive Independent Director of the Company.

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Mr. Sreeramulu Kavuri (DIN: 01999979) was appointed as an Additional Director with effect from 28 June 2025.

His appointment was also regularised and approved by the shareholders at the Annual General Meeting held on

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26 September 2025, and he was appointed as a Non-Executive Independent Director of the Company. iii. Changes in Non-Executive Non-Independent Directors:

Mr. Chode Suresh (DIN: 03473921) ceased to be a Non-Executive Non-Independent Director of the Company with effect from August 26, 2024.

Mrs. Parvatha Samanth Reddy (DIN: 00141961) was appointed as an Additional Director with effect from August 26, 2024.Her appointment was subsequently regularised and approved by the shareholders at the Annual General

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Meeting held on 26 September 2025, wherein she was appointed as a Non-Executive Non- Independent Director of the Company.

iv. Changes in Company Secretary and Compliance Officer:

Ms. Prabhat Bhamini (Membership No. A69664), Company Secretary and Compliance Officer, resigned with effect from March 31, 2025

20. DIRECTORS RETIRING BY ROTATION

Mrs. Parvatha Samanth Reddy (DIN: 00141961) retire by rotation at the ensuing Annual General Meeting and, being eligible, offers harself for re-appointment.

21. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, Seven (7) meetings of the Board of Directors were held on the following dates:

S:NO BOARD MEETING DATES

1. 24th May, 2024

2. 28th June,2024

3. 18th July ,2024

4. 26th August, 2024

5. 13th November, 2024

6. 11th February,2025

7. 25th March,2025

These meetings were conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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.

22. COMMITTEES OF BOARD

Currently the Board has three committees: Audit, Nomination and Remuneration and Stakeholders Relationship. The composition of the committees is in line with the applicable provisions of the Act, Rules and the Listing Regulations and are as detailed below.

Name of the Committee	Composition of Committee	Remarks
AUDIT COMMITTEE	Mr. Sreeramulu Kavuri Chairperson	The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
	Mr. Lakshmi Narayana Bolisetty - Member
	Mrs. Parvatha Samanth Reddy- Member
		All recommendations made by the Audit committee during the year were accepted by the Board.

 

Name of the Committee	Composition of Committee	Remarks
NOMINATION AND REMUNERATION COMMITTEE	Mr. Lakshmi Narayana Bolisetty - Chairperson	The Nomination and Remuneration committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above
	Mr. Sreeramulu Kavuri-Member
	Mrs.Parvatha Samanth Reddy- Member

 

Name of the Committee	Composition of Committee	Remarks
STAKEHOLDERS RELATIONSHIP COMMITTEE	Mr. Yaramati Satyanarayana- Chairperson	The Stakeholders Relationship committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
	Mr. Bala Subramanyam Vanapalli - Member
	Mrs.Parvatha Samanth Reddy- Member
	Mr. Sreeramulu Kavuri-Member - Member (appointed w.e.f 27/03/205)
	Mrs. Rajeswari Immani Chairperson (ceased w.e.f 27/03/2025

The terms and reference details of meetings held and the attendance of members during the financial year 2024-25 of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and are given in the Corporate Governance Report, which forms part of the Directors Report.

23. INTERNAL FINANCIAL CONTROLS

A companys internal financial controls is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that: I pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company.

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or

disposition of the companys assets that could have a material effect on the standalone financial statements

24. DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm that: a) in the preparation of the annual accounts for the financial year 2024-25 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 and loss 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) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 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.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-2025 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, whereas Company has made investment of Rs.9,590,069/- in the shares of listed companies, similarly the Company is a regular investor in the units of liquid and debt mutual funds, which is outside the purview of the provisions of Section 186 of the Companies Act 2013, details of such investments are given in the notes to the Financial Statements. Hence, no further disclosure is being given here to avoid repetition.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Sec.188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure-4 to this report. The policy on materiality of related party transactions and on dealing with the related party transactions as approved by the Audit committee and the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/RelatedPartyTransactionsPolicy12-08-2025.pdf

27. 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Act, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure-3 to this report.

29. PARTICULARS OF EMPLOYEES

The names and other particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure-5 to this Report. Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 cores or more, or employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are enclosed as Annexure-6 to this Report.

30. 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 not required to furnish any information in this report as required under the provisions of the said Act.

31. ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is placed on the website of the Company at http://b2bsoftech.com/Annualreturns.html

32. PREVENTION OF INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders. The trading window is closed during the time of declaration of results and occurrence of any material events.

The code of practices and procedures for fair disclosure of unpublished price sensitive information as approved by the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/ AmendmentCodeofPracticesandProceduresforfairdisclosureofunpblishedpricesensitiveinformation.pdf

33. 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. However, the Company has obtained security deposits from employees, but it is not considered as Deposits as per the provisions of Companies Act 2013 and the rules made thereunder.

34. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS

As per Clause xii read with Rule 8(5) of the Companies (Accounts) Rules 2014, No Loans from the banks/ Financial Institutions were under One Time Settlement during the year under review. Hence, the difference between amount of Valuation done at the time of Settlement and Valuation done at the time of taking loans from the banks did not arise.

35. STATUTORY AUDITORS & AUDITORS REPORT

M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants have ceased to be the statutory auditors of the company as they resigned with effect from August 12,2025. The Auditors have resigned due to pre occupations and there is no material reason for their resignation.

The Board of Directors in their meeting held on 12th August, 2025, based on the recommendation Audit Committee, recommended to the members of the Company for appointment of M/s. M V Vijaya Kumar & Co.,(F.R.No.007890S)

Chartered Accountants as the statutory auditors of the Company, in the casual vacancy caused by the resignation

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of M/s Jawhar & Associates, Chartered Accountants, to hold office from the conclusion of the 31 Annual General

nd

Meeting until the conclusion of the 32 Annual General Meeting, at such remuneration as may be mutually agreed between the Board of directors of the Company and the statutory auditors from time to time. M/s. M V Vijaya Kumar & Co. (F.R.No.007890S), Chartered Accountants hold a valid peer review certificate issued by the Institute of Chartered Accountants of India as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors have given their consent for appointment and stated that they stand free from disqualification for being appointed as the Statutory Auditors of the Company The Auditors Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

36. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed Ms. Srijani Sarkar Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2024-25. The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were noted by the Board and acted upon.

37. SECRETARIAL AUDIT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31, 2025 is issued by M/s. DSMR & Associates, Practicing Company Secretaries, Hyderabad is enclosed as Annexure -7 to this Report. The Board has appointed M/s. DSMR & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2024-25. Further, the Secretarial Audit report of B2B Software Technologies Ltd, is also available on the Companys website at https://www.b2bsoftech.com/Secretarialcompliance24A.html Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration Managerial Personnel) Rules 2014 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 including any statutory modification(s) or re-enactment(s) thereof for the time being in force and based on the re-commendation of the Audit Committee the Board of Directors of the Company recommend the appointment of M/s. DSMR & Associates a firm of Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from financial year 2025-26 to financial year 2029-30 at such terms and conditions given in the explanatory statement annexed thereto.

38. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issue by M/s. DSMR & Associates, Prop. Mr. DSM Ram, Company Secretary in Whole time Practice, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as Annexure -8.

39. REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR:

Qualification raised by the Secretarial Auditor relating to the non-compliance of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2014:

SR. NO. QUALIFICATION RAISED BY THE SECRETARIAL AUDITOR	REPLIES BY THE MANAGEMENT
1. There was a delay in filing Form DIR-12 for the appointment of Mr. Sreeramulu Kavuri as an Independent Director of the Company	Due to technical issues encountered on the MCA portal.
2. The Company has not complied with the requirement of maintaining 100% of promoters holding in demat form	Majority of promoters of the Company are Non-resident Individual which resulting into challenges in dematerialisation.
3. The Company has not provided PAN Details of few Promoters in the Shareholding Pattern filed with BSE Limited	The Company is continuously following up for PAN of remaining promoters.
4. Independent dirctors were not appointed prior to the end of tenure of outgoing Independent dirctors	Delay in the appointment of Independent Directors was unintentional. The Company was in the process of identifying and evaluating eligible candidates who met the prescribed SEBI criteria.
	The appointments were subsequently made on 28th June 2024, thereby restoring compliance.
5. Non-maintenance of composition of the Board and Committee	Independent Directors were appointed on 28th June 2024; the company is now in compliance.
	BSE Ltd imposed a fine of Rs. 2,07,680 on the company for non-compliance with the provisiton of Sec.19 (1) & (2) of SEBI (LODR) Regutaion 2015 relating to composition of Nomination and Remuneration Commitee. The Company has filed waiver request of the said fine to BSE which is currently pending for approval.

40. FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of

Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

Sr.No. Particulars	NUMBER OF COMPLAINTS
1. Number of Sexual Harassment Complaints received	NIL
2. Number of Sexual Harassment Complaints disposed off	NIL
3. Number of Sexual Harassment Complaints pending beyond 90 days.	NIL

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders were passed by the Regulators, Courts and Tribunals impacting the going concern status and the Companys operations in future, except as stated otherwise.

43. RECLASSIFICATION OF PROMOTERS

On October 19, 2022, the Company submitted a reclassi cation application to BSE Ltd to move Mr. Janakirama Verma Meka and Mrs. Chandralekha Meka from the "Promoter & Promoter Group" category to the "Public Group" category.

The application has been approved by the Exchange operation team on October 17,2024.

By the time of approval, the promoters, on whose behalf the application was made, had already sold a significant portion of their shares in the open market. As of the approval date, Mr. Janakirama Verma Meka had sold 1,059,270 shares and held 25,000 equity shares (0.22% of the total equity shares), while Mrs. Chandralekha Meka had sold her entire holding of 40,000 equity shares.

43. MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is not applicable to your Company and accordingly such accounts and records are not made and maintained by the Company as speci ed.

44. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the secretarial standards issued by the Institute of Company Secretaries of India.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (IBC) No application has been led for Corporate Insolvency Resolution process, by the company under the IBC before the National Company Law Tribunal (NCLT) during the year under review.

46. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

47. CREDIT RATING

The Company does not have debt instruments or any xed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad. Hence, disclosure in respect of list of Credit Ratings obtained by the Company is not applicable.

48. FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

49. OUTLOOK AND FUTURE PLANS

"Management Discussion and Analysis" contains a section on the Companys outlook and future plans; the members may please refer the same on this.

50. PERFORMANCE INDICATORS FOR EVALUATION OF INDEPENDENT DIRECTORS:

Independent directors have three key roles governance, control and guidance. Some of the performance indicators based on which the independent directors are evaluated are:

Ability to contribute towards the overall growth of the Company

Ability to create a brand image for the Company and assist in resolving issues, if any, whenever possible

Contribution to strategy and other areas impacting Companys performance.

And, in general, commitment to the ful lment of a directors obligations and fiduciary responsibilities. The performance evaluation of each Independent or non-executive director is done by the Board annually based on criteria specified above and the role played other than at meetings. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

51. EMPLOYEES STOCK OPTION SCHEME

The Company has in place the B2B Employees Stock Option Scheme, 2008 ("ESOP 2008"), which was duly

approved by the members. Under the scheme, the Company had originally granted 60,000 stock options to eligible employees; however, none of these options were exercised and the shares continued to remain with the ESOP

Trust.

In order to align the Scheme with the amendments to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the members, at the 30th Annual General Meeting held on 26th September 2024, approved modi cations to the Scheme. Further, in the same meeting, the members approved the issue of an additional 4,00,000 equity shares under the Scheme. Accordingly, the ESOP Scheme holds a total pool of 10,00,000 stock options.

Pursuant thereto, the Nomination and Remuneration Committee has granted stock options under the Scheme in

two tranches till the date of this Report, as under:

3,02,288 options granted on 11th February 2025

2,50,325 options granted on 19th May 2025

Each option is convertible into one equity share of the Company at an exercise price of Rs. 10 per option.

The Scheme is implemented through the ESOP Trust and is in compliance with the provisions of the Companies

Act, 2013 and SEBI (SBEB & SE) Regulations, 2021.

The details required to be disclosed under Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021 are annexed to this Report as Annexure 9.

It is con rmed that the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 and during the year under review no material changes were made to the Scheme.

52. INSURANCE

All machinery and computers of the Company have been adequately insured.

53. CRITERIA FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

The Nomination and Remuneration Committee identi es persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal. A person for appointment as director, KMP or in senior management should possess adequate quali cations, expertise and experience for the position considered for appointment. The committee decides whether quali cation, expertise and experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his / her appointment. The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

54. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identi es persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal. The Company adopted a policy relating to the remuneration for Directors, key managerial personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Companys executive team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable pro tability. In order to achieve this, it is imperative that the Company is able to offer competitive remuneration in all its operational locations. A detailed policy on remuneration of the Directors and Senior Management is placed on the Companys website under the web link: https://www.b2bsoftech.com/Investors_column/NominationandRemunerationPolicy-13-11-2020.pdf

55. MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and exible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

56. AUDIT TRAIL APPLICATION (AUDIT AND AUDITORS) RULES 2014- RULE 11 OF COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31,2025 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software.

Pursuant to Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors have con rmed

that the audit trail has been preserved by the Company as per the statutory requirement for record retention.

57. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014- RULE 9

OF THE COMPANIES ACT 2013

In accordance with Rule 9 of Appointment of Designated Person (Management and Administration) Rules 2014 it is essential for the company to designate a person responsible for ensuring the compliance with statutory obligations. The company has proposed and appointed Company Secretary as a Designated person in a Board Meeting and the same has been reported in the Annual Return

58. NUMBER OF EMPLOYEES

As of the financial year ended March 31, 2025, the Company reported its workforce composition by gender

category as follows:

Sr.No. TYPE OF EMPLOYEE	NUMBER OF EMPLOYEES
1. Female	18
2. Male	91
3. Transgender	0

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation and thank all customers, vendors, investors, bankers, Government of India and State Governments wherever we have operations for their assistance, patronage and cooperation. The Directors also wish to place on record their appreciation for the dedicated contribution made by all employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

By order of the Board

For B2B Software Technologies Limited

 

Sd/-

Bala Subramanyam Vanapalli

Executive Director

DIN: 06399503

 

Sd/-

Dr. Avinash Yaramati

Director

DIN: 09804102

 

Date: 12 August,2025

Place: Hyderabad