Seshaasai Technologies Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31st Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.

1. The Companys financial performance, for the year ended March 31, 2024 is summarized below:

a. Standalone

(Rs. in Millions)

Sr No.Particular	FY 2023-24	FY 2022-23
1 Net Sales /Income from Business Operation	15582.56	11462.99
2 Other Income	114.15	75.39
3 Total Income	15696.71	11538.38
4 Profit before Financial Expenses, Depreciation and Taxation	3031.60	2063.71
5 Less: Interest Paid	341.66	319.96
6 Profit before Depreciation	2689.94	1743.75
7 Less: Depreciation	358.47	322.93
8 Profit after depreciation and Interest	2331.47	1420.82
9 Less: Current Income Tax	590.00	361.49
10 Less: Previous year adjustment of Income Tax	1.26	-10.76
11 Less: Deferred Tax	45.93	-0.34
12 Net Profit after Tax	1694.28	1070.43
13 Balance as per last balance sheet		0.00
14 Other Comprehensive Income	-3.60	-6.96
15 Balance carried to Balance Sheet	1697.88	1077.39
16 Earnings per share (Basic) (in Rupees)	185.71	120.52
17 Earnings per Share(Diluted) (in Rupees)	185.71	120.52

Revenue from operations includes Income from sale of Products and Sale of Services. Other Income during the year under review consists of income from dividend, Interest and Rent.

2. Operations:

a. Performance of the Company

Your Company has reported standalone income of Rs.15696.71 millions for the current year as compared to Rs.11538.38 millions in the previous year. The standalone Profit after Tax for the year under review amounted to Rs.1694.28 millions in the current year as compared to Rs.1070.43 millions in the previous year.

Rite Infotech Private Limited was acquired on March 31, 2024 closing business hours. Hence, its turnover will not be consolidated with the company.

b. Performance of the Subsidiary Company

Your Company vide share purchase agreement dated July 14, 2023 and addendum to the Share Purchase Agreement dated March 26, 2024 purchased 100% shares of Rite Infotech Private Limited ("RIPL") with effect from March 31, 2024.

RIPL has reported the total income of Rs.64.58 millions for the current year as compared to Rs.53.52 millions in the previous year. The Profit after Tax for the year under review amounted to Rs.3.44 millions in the current year as compared to Rs.2.34 millions in the previous year.

3. Brief description of the Companys working during the year/State of Companys affair:

a. It is with immense satisfaction that I reflect on the remarkable achievements and growth our company has experienced over the past year. Our journey has been defined by resilience, innovation, and a relentless pursuit of excellence, leading to an impressive 73.56% year-over-year growth in our turnover. This is a result of the relentless efforts and dedication of the entire Team.

The year under review there was significant as we unified Seshaasai Business Forms Private Limited and Seshaasai E-Forms Private Limited into a single, stronger entity—Seshaasai Business Forms Private Limited. This strategic merger has streamlined our operations, allowing us to harness synergies and optimize efficiency across all our business verticals.

In our continuous quest for innovation, we have expanded our capabilities by acquiring Rite Infotech Private Limited, a leader in enterprise software solutions. This acquisition strengthens our technological foundation and enhances our ability to deliver cutting-edge solutions to a diverse range of customers, from SMEs to Fortune 500 companies across banking, telecom, retail and manufacturing sectors.

Our commitment to growth is evident in the expansion of our RFID infrastructure in Bengaluru and Kundli. These enhancements not only increase our capacity but also position us to meet the growing demands of our Smart Traceability and Smart Payments verticals.

This focus and investment in the IOT business is very strategic and timely for the organisation as this would be another engine for our growth in the years to come. With organised retail, supply chain and logistics as also e-commerce waiting to boom in the Indian market it augurs well for us to capitalise on this opportunity. We will be creating world class RFID tags and solutions to proudly Make in India and do sizeable import substitution.

It was another special facet of this year that your company participated in many trade shows and exhibitions for the various product offerings for greater market access and visibility.

Our new Metal cards division has done well this year with good promise for scale up in the coming years.

As the industry moves towards digital transformation, so do we. Our focus on digitization and automation has enabled us to serve our customers better, ensuring faster, more efficient service delivery. We have also undertaken significant upgrades to our internal systems, reinforcing our operational strength.

In a rapidly evolving regulatory environment, we remain steadfast in our adherence to compliance norms. Whether its securing certifications such as FSC, or ensuring our RFID products meet ARC standards, we are committed to upholding the highest standards in all that we do. We extend our heartfelt gratitude to our esteemed customers and very supportive Consortium banking partners both of whom have been the pillars of our growth.

b. The company achieved a turnover of Rs.15582.56 millions for the year ended 31st March, 2024 and is increased as compared to Rs.11462.99 millions in the previous year.

c. Details of material changes from the end of the financial year:

i. Composite Scheme of Arrangement for Merger

The Board of Directors in their meeting dated May 11, 2023 approved the draft Composite Scheme of Arrangement amongst the Seshaasai E-Forms Private Limited ("Transferor Company") and Qupod Technovations Private Limited ("Result Company") and Seshaasai Business Forms Private Limited ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other relevant provisions of the Companies Act, 2013, as may be applicable and Section 2(lB) and other relevant provisions of the Income Tax Act, 1961. The scheme of arrangement will be effective from March 31, 2023 Pursuant to the Scheme the BPO business of Seshaasai E Forms Private Limited was demegered into Qupod Technologies Private Limited and Seshaasai E Forms Private Limited was mergerd into Seshaasai Business Forms Private Limited. Pursuant to the scheme the name of the Company shall be changed to Seshaasai Technologies Limited.

The proposed Amalgamation will lead to Streamlining of the corporate structure and consolidation of resources within the Transferee Company leading to greater synergies and operational synergy, ease and increase the operational, administrative, and management efficiency; and cost savings from focused operational efforts, rationalization, standardization and simplification of business processes, productivity, and procurements.

AI synergy, ease and increase the operational, administrative, and management efficiency; and cost savings from focused operational efforts, rationalization, standardization and simplification of business processes, productivity, and procurements.

The said Scheme is approved by statutory and regulatory authorities including the approval from Honble National Company Law Tribunal (NCLT).

ii. Acquisition of Shares of an Infotech Company

The Board of Directors in their meeting dated July 04, 2023 approved to acquire shares of Rite Infotech Private Limited which is in the providing software solution and entered into share purchase agreement dated July 14, 2023 with its shareholders to purchase 100 % shares of the Company. The company has finalized the acquisition.

4. Transfer to reserves:

The Company has transferred Rs.10 million to General reserves.

5. Dividend:

The directors are pleased to recommend final dividend of Rs.6.09 per equity share of Rs.100 each for the financial year ending on 31st March 2024.

The final dividend subject to approval of members at the AGM to be held on Monday September 30, 2024 will be paid on or after first of October 2024 to the members whose names appear in the register of members as on the September 30, 2024.

The total dividend for the financial year viz the proposed final dividend amount to Rs.90 million for equity share.

In view of the changes made under the income tax act 1961 by the finance act 2020 dividend paid or distributed by the company, be taxable in the hands of the shareholder. The company shall accordingly make the payment of the final dividend after deduction of taxes at source.

6. Material Changes & Commitments:

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2023-2024 and till the date of this report.

7. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

a. The NCLT Mumbai Bench vide its order dated February 8, 2024 has approved the composite scheme of arrangement between Qupod Technologies Private Limited, Seshaasai E Forms Private Limited and Seshaasai Business Forms Private Limited.

8. Change in the nature of Business:

There was no change in the nature of business during the financial year under review.

9. Details of Joint Venture Subsidiary and Associate Companies:

As on March 31, 2024, the Company has one subsidiary i.e. Rite Infotech Private Limited whose Details mentioned in Annexure A to this report.

10. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3) (c) of the Act, the Board of Directors states and confirms that:

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

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

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

11. Auditors & Auditors Report:

a. Statutory Auditor and Statutory Auditors Report:

At the Annual General Meeting held on September 30, 2023, Vatsraj & Co., Chartered Accountants (Firm Registration No. 111327W), was appointed as statutory Auditors of the Company for five consecutive financial years i.e. from the financial year 2023-24 who shall hold office till the conclusion of Annual General Meeting to be held for the financial year 2027-28.

The company receivedconsentformfromVatsaraj&Co.,CharteredAccountantstoholdtheoffice from the conclusion of this Annual General Meeting (with the meeting wherein such appointment has been made; being counted as the first meeting), till the conclusion of sixth consecutive Annual General Meeting of the Company (to be held for adoption of Financials for the year 2027-28).

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified for holding the office of Statutory Auditors of the Company.

There are no Qualification, reservation or Adverse Remark or disclaimers made by the Statutory Auditor in their Report. The Notes to the Financial Statements referred in the Auditors Report are self–explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the Financial Statements in the Annual Report.

b. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records and have them audited every year.

c. Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, FCS Pauravi Trivedi (FCS No. 10408, C.P. No. 7496, Peer Review 3910/2023), was appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for FY 2024. The Secretarial Audit Report in the prescribed Form No. MR-3 of the Company and its material subsidiaries for the year ended 31 March 2024.

There are no qualifications or adverse remarks or disclaimer made by Secretarial Auditor in their Report. The same is self explanatory and observation are taken care of by the Directors. The Auditors Report is enclosed with the Financial Statements in the Annual Report.

d. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/s Devesh Shah & Co. Chartered Accountant (Firms Registration No. 102425W) were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2024.

12. Key managerial personnel and Company Secretary:

The Board of directors in their meeting held on 30/11/2018 had appointed Mrs. Manali Shah as Company Secretary.

13. Share Capital / Capital Structure:

The Authorised share capital of the company consist of Rs.1480.50 millions divided into 14,805,000 Equity shares of Rs.100/- each fully paid Rs.24.50 millions divided into 245,000, 9% Preference shares of Rs.100/- each. The Paid up Share capital of the Company consist of Rs.1476.17 millions divided into 14,761,650 Equity shares of Rs.100/- each fully paid.

During the Financial Year, following changes have occurred in the Capital Structure of the Company:

(Rs. In Millions)

Particulars	No. of Shares		Cumulative outstanding share capital (face value of Rs.100/- each)
	Equity	Preference	Equity	Preference
Share Capital at the beginning of the year, i.e. 01 April 2023	11,842,200	245,000	1184.22	24.50
Redemption of Preference Share*		245,000		24.50
Cancellation of Shares pursuant to the approval of Composite Scheme of Arrangement**	29,60,550	-		296.06
Issuance of Shares pursuant to the approval of Composite Scheme of Arrangement***	5,880,000	-	588.00

* The preference Shares were redeemed by the Board pursuant to the resolution dated December 26, 2023

** The Composite Scheme of Arrangement was approved the National Company Law Tribunal, Mumbai Bench vide its order dated February 8, 2024 *** The shares allotted on March 15, 2024 pursuant to Composite Scheme of Arrangement was approved the National Company Law Tribunal, Mumbai Bench vide its order dated February 8, 2024 in the ratio of 147 shares for every 1 share held During the year under review, the company have not issued any Sweat Equity Shares, nor provided any Stock Options to the employees, nor issued any Equity Shares with differential rights during the year under review.

14. Details of directors or key managerial personnel:

There is no change in the Board of Directors during the financial year 2023-2024. The Board of directors consists of following Individuals only as on 31.03.2024

Sr.No.	Director Name	DIN	Designation	Date of Appointment	Date of Resignation
1	Pragnyat PravinLalwani	01870792	Director	17/09/1993	-
2	Gautam Sampatraj Jain	02060629	Director	17/09/1993	-

15. Deposits received from the public:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. Therefore, there were no unclaimed or unpaid deposits as on March 31, 2024.

16. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments as per u/s 186 of Companies Act 2013.

17. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

18. Risk Management Policy:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has identified the major risks and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

19. Vigil Mechanism:

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

20. Corporate Social Responsibility:

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, the Companys approach to Corporate Social Responsibility ("CSR") extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR Policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Companys CSR Policy positively.

The Annual Report on CSR activities is enclosed as "Annexure C"

21. Internal Financial Controls:

As per the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/ framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable the Directors to meet these responsibilities, the Board has devised systems/ frameworks which are operating within he Company. In line with best practice, the Board regularly reviews the internal control system to ensure that it remains effective and fit for purpose. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals.

Your Companys management has established and maintained internal financial controls based on the internal control over financial reporting criteria established in the integrated framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 Framework) (the COSO criteria), which considers the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 information, as required under the Companies Act, 2013.

Based on information provided, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in our internal financial controls during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Further, in the design and evaluation of our disclosure controls and procedures, our management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

22. Meetings of the Board:

During the year 2023-2024, the Board of Directors met 21 times. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

10/04/2023	14/04/2023	05/05/2023	11/05/2023	01/06/2023	04/07/2023
08/08/2023	01/09/2023	27/09/2023	16/10/2023	27/11/2023	05/12/2023
08/12/2023	26/12/2023	08/02/2024	09/02/2024	22/02/2024	05/03/2024
13/03/2024	15/03/2024	26/03/2024

 

Sr. No.	Name of Directors	Designation	Number of Meetings attended/ Total Meetings held during the F.Y. 2023-24
1	Mr. Pragnyat Pravin Lalwani	Director	21
2	Mr Gautam Sampatraj Jain	Director	21

23. Compliance of Secretarial Standard:

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

24. Cost Record:

The provision of Cost audit as per section 148 is not applicable on the Company.

25. Particulars of Employee:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 none of the employee has received remuneration exceeding the limit as stated. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Boards Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Board of Directors.

26. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companies premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year under review none of the complaints of sexual harassment were filed with the Company and the same were proudly appreciated by the board.

27. Related Party Transactions:

All the Related Party Transactions entered during the financial year were in the ordinary course of the business and on arms length basis and the same are reported in the Notes to the Financial Statements. No Material Related Party Transactions were entered during the year by your Company.

Accordingly, disclosures of Related Party Transactions as required under Section 134(3) of the Act, in form AOC-2 is annexed as "Annexure D" to this report.

28. General:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• The Auditors have not come across any instances of frauds by the Company or any material fraud on the Company by its officers or employees nor have any instances of material fraud during the year.

• Since there was no unpaid/ unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 for transfer of unclaimed dividend to investor education and protection fund do not apply.

• The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

• The Company has complied with applicable Secretarial Standards.

29. Acknowledgments:

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Pragnyat Lalwani	Gautam Jain
Managing Director	Wholetime Director
DIN: 01870792	DIN: 02060629
Place: Mumbai
Dated: September 26, 2024