softtech engineers ltd share price Directors report

Dear Members,

Your directors have pleasure in presenting the 27^th Annual Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statement and the Auditors Report of your Company for the Financial year ended 31^st March, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys financial performance for the year under review is given hereunder: (? in Lakhs)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations (Net)	6534.09	5745.67	6540.48	5745.67
Other Income	170.68	197.20	142.97	186.42
Total Revenue	6704.77	5942.87	6683.45	5932.09
Depreciation and Amortization	1045.58	764.24	1046.20	764.35
Total Expenses (including Depreciation and Amortization)	5843.92	5169.26	6040.90	5271.03
Profit/ (Loss) Before Tax	860.85	773.61	642.55	661.06
Tax Expenses:
1. Current Tax	269.72	193.77	269.72	193.77
2. Deferred Tax	(11.80)	2.27	(11.80)	2.27
Net Profit/ (Loss) After Tax	579.82	577.57	361.52	465.02
Earnings per share Basic Diluted	5.53 5.48	5.89 5.89	3.81 3.78	4.89 4.88

During the year under review, the Company has achieved a gross turnover of ? 6,704.77 lakhs in comparison to previous years turnover which was ? 5,942.87 lakhs . It represented an increase of 12.82 % over the previous year. The Profit after tax stood at ? 579.82 lakhs as against ?577.57 lakhs in previous year. Key aspects of financial performance of your Company for the Current Financial year 2022-23 along with the Previous Financial year 2021-22 are tabulated in the Financial Results above.

1. KEY DEVELOPMENTS OF THE COMPANY:
• The Company has incorporated a Wholly Owned Subsidiary Company named "SoftTech Digital Pte. Ltd." in Singapore

on 3^rd October, 2022 with the object of International Market Penetration of SoftTechs products established in India.

• The Company SoftTech Engineers Limited, a holding company of SoftTech Care Foundation has acquired beneficial ownership of shares in SoftTech Care Foundation registered in the name of Mr. Vijay Gupta to make SoftTech Care Foundation a wholly owned subsidiary Company.
• The Company SoftTech Digital Pte. Ltd., subsidiary of SoftTech Engineers Limited ("Company") has acquired subsidiary with name SoftTech Digital Software L.L.C in the Emirates of Dubai, UAE on 10^th April, 2023 with the object of International Market Penetration of SoftTechs products established in India.
• SoftTech Digital Pte. Ltd., Singapore, a Wholly Owned Subsidiary Company has been selected by Florian?polis International Airport Concessionaire, Brazil for the development of a digital twin to enable energy optimization on 3^rd March, 2023.
• SoftTech has secured a substantial deal to deliver technology service and drive digitalization for YIT in partnership with Tech Mahindra on 19^th April, 2023.
• SoftTech and CDCi sign an agreement to offer software products and services under CIVIT Platform to Malaysian AEC industry on 22^nd July, 2023.
1. DIVIDEND:

Considering the situation and in order to conserve the resources, the Board of Directors do not recommend dividend for the Financial Year 2022-23.

2. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since no unclaimed dividend amount is pending with the Company for seven consecutive years or more, no amount is required to be transferred to the Investor Education and Protection Fund.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

No amount was transferred to the reserves during the Financial Year ended on 31^st March, 2023.

4. LISTING OF SECURITIES ON STOCK EXCHANGES:

The shares of the Company are listed on main board of the National Stock Exchange of India Limited and BSE Limited. Further, the Company is registered with both NSDL & CDSL.

5. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

In accordance with the provisions of the Companies Act, 2013 and SEBI regulations, the Management Discussion and Analysis report is given as ‘Annexure A to this report.

6. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://softtech- engr.com/investor-relations-in-softtech-engineers/

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
1. Changes in Composition of the Board of Directors:
1. Dr. Rakesh Kumar Singh (DIN: 02294988) is appointed as an Independent Director of the Company w.e.f. 12^th

August, 2022, subject to approval of shareholders at the 26^th AGM held on 22^nd September, 2022.

2. Mr. Garth Brosnan (DIN: 09836995) is appointed as the Nominee Director of the Company representing RIB ITWO Software Private Limited w.e.f. 26^th December, 2022.
3. As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable provisions thereunder, Mr. Pratik Patel (DIN: 08798734), Whole-time Director of the Company, whose office is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment to the shareholders in the ensuing Annual General Meeting.
4. Mr. Rahul Gupta and Mr. Shridhar Pillalamarri were re-appointed as Independent Director w.e.f 03.03.2023 in AGM held on 22.09.2022.
2. Appointment / Resignation of Key Managerial Personnel:
1. Ms. Aishwarya Patwardhan resigned as a Company Secretary & Compliance Officer of the Company w.e.f. 25^th

November, 2022.

2. Ms. Shalaka Khandelwal is appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 25^th

May, 2023.

3. Declaration from Independent Directors and statement on compliance of code of conduct:

Your Company has received necessary declarations from all its Independent Directors stating that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any

circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Independent Director have complied with Code of Independent Directors prescribed in Schedule IV of Companies Act, 2013. All the Independent Directors of the Company have enrolled themselves in the data bank with the ‘Indian Institute of Corporate Affairs, New Delhi, India.

In the opinion of the Board the Independent Directors possess necessary expertise and experience (including the proficiency) and they are of high integrity and repute. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for attending meetings of the Board of Director. The details of sitting fees paid are mentioned in the Corporate Governance Report.

All the Directors and Senior Management Personnel have also complied with the code of conduct of the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Board Evaluation:

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance for the meetings, participation and independence during the meetings.
2. Interaction with Management.
3. Role and accountability of the Board.
4. Knowledge and proficiency
5. Strategic perspectives or inputs.

The evaluation involves assessment by the Board of Directors. A member of the Nomination and Remuneration Committee and the Board does not participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the board has carried out the performance evaluation of the Board, the Committees of the Board and individual directors.

1. The Composition of Board of Directors & Key Managerial Person as on 31^st March, 2023 consists of following:

Sr. No.	Name	Designation
1.	Mr. Vijay Gupta	Managing Director and Chief Executive Officer
2.	Mrs. Priti Gupta	Whole-time Director
3.	Mr. Pratik Patel	Whole-time Director
4.	Mr. Rahul Gupta	Independent Director
5.	Mr. Sridhar Pillalamarri	Independent Director
6.	Mr. Sundararajan Srinivasan	Independent Director
7.	Dr. Rakesh Kumar Singh	Independent Director
8.	Mr. Garth Brosnan	Nominee Director
9.	Mr. Kamal Agrawal	Chief Financial Officer
10.	Ms, Shalaka Khandelwal	Company Secretary

1. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Companys business/ policy and strategy apart from other businesses. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial

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Officer of the Company. The Agenda for the Board and Committee meetings covers items set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review, the Board of Directors of the Company has duly met Five (5) times on 27^th May, 2022, 12^th August, 2022, 12^th October, 2022, 10^th November, 2022 and 10^th February, 2023. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days. Details of these Board meetings are provided in the Corporate Governance Report which is ‘Annexure E to this Report.

2. COMMITTEES OF THE BOARD:

Details of all the Committees along with their scope, compositions and meetings held during the year are provided in the report on Corporate Governance which forms part of this Annual Report and is also available on the website of the Company https://softtech-engr.com/wp-content/uploads/Composition-of-Committees-of-the-Board-of-Directors.pdf

3. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2022-23 were on arms length basis and were in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the Financial Year that require Shareholders approval under Regulation 23(4) of SEBI LODR or Section 188 of the Act. There have been no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI LODR, as applicable. Form AOC-2 is enclosed herewith as ‘Annexure B to the Boards Report.

The disclosures as per Indian Accounting Standards for the related party transactions are given in the Financial Statement of the Company.

4. CHANGES IN SHARE CAPITAL:

Employee Stock Option Plan

As on, 10^th November, 2022, the Company has allotted 1,266 equity shares of Rs. 10/- each at Exercise Price of Rs. 5/- fully paid to the employees, against exercise of stock options earlier granted to them under SoftTech Employees Stock Option Plan 2017. Originally options were granted to employee at Rs. 10/- each. However pursuant to bonus issue made by the company in the ratio of 1:1, number of options granted to the Employees got doubled which effectively reduced excise price at Rs.5/-per Equity Shares.

Preferential /Private Placement Basis

During the financial year under review, the Company has made allotment of 20,00,000 (Twenty Lakhs) fully convertible Warrants of the Company issue at a Subscription Price of Rs. 31.25/- per warrant (25% of the Issue Price), entitling the warrant holder to exercise an option to subscribe to 20,00,000 (Twenty Lakhs) Equity Shares of the Company having a face value of Rs. 10/- each at an exercise price of Rs. 93.75/- (75% of Issues Price), Issue Price being Rs. 125/- per equity share including premium of Rs. 115/- per equity share, on Preferential allotment / Private Placement basis on 5^th October, 2022.

Further, the Company has made allotment of 6,63,120 (Six Lakhs Sixty-Three Thousand One Hundred and Twenty) Unsecured Compulsorily Convertible Debentures ("CCDs), of the Company ("CCDs") issued at a Subscription Price of Rs 125/- per Debenture, being convertible into 6,63,120 Equity Shares at a conversion price of Rs 125/- (face value Rs. 10/- and a premium of Rs. 115/-) per equity share on preferential basis / Private Placement basis on 5^th October, 2022.

Increase in Authorized Capital

During the year under review, there is an increase in authorized share capital of the Company from the existing Rs. 11,00,00,000/- (Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each. Further, the Company has neither issued any shares with differential voting rights, sweat equity nor it has bought back any shares or securities.

5. EMPLOYEE STOCK OPTION SCHEME:

The Company has the ‘SoftTech Employees Stock Option Plan 2017 (SOFTTECH ESOP 2017) being implemented in accordance with the SEBI regulations in this regard. The Company has obtained certificate of auditors of the Company pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this regards. The Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 is available in Financial section on the website of the Company at https://softtech-engr.com/wp-content/uploads/SoftTech-Employees-Stock- Option-Plan-2017.pdf The disclosures in compliance with clause 14 of the securities and exchange board of India (share based employee benefits) regulations, 2014 and other applicable regulation, if any is available on the website of the Company at https://softtech-engr.com/investor-relations-in-softtech-engineers/#tab-161023 and Form ESOP Annexure is enclosed herewith as ‘Annexure C to the Boards Report.

The Scheme was amended in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in the Board Meeting dated 27^th May, 2022, wherein the following important changes were made,

1. Definition of employee is revised to include employees of Group Company including subsidiary or its associate company, in India or outside India, or of a holding company of the company under the scope of the scheme.
2. Treatment of options, in the event of death, retirement, superannuation of employees is revised in accordance with amended regulations
1. UTILIZATION OF PROCEEDS FROM PREFERENTIAL ISSUE:

The proceeds of the preferential issue have been used in accordance with the objects stated in offer document. There is no deviation in use of proceeds from objects stated in the offer documents in FY 2022-23. The summary of utilization of proceeds from preferential issue as on 31^st March, 2023 is stated in Note No. 36 of Notes to Accounts.

2. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
• CONSERVATION OF ENERGY:

The operations carried out by the Company are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. The measures are aimed at effective management and utilization of energy resources and resultant cost saving of the Company.

1. the steps taken or impact on conservation of energy - Nil
2. the steps taken by the company for utilizing alternate sources of energy - Nil
3. the capital investment on energy conservation equipments - Nil
• TECHNOLOGY ABSORPTION:
1. the efforts made towards technology absorption – Nil.
2. the benefits derived like product improvement, cost reduction, product development or import substitution –

Nil.

3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year – Nil.
4. the expenditure incurred on Research and Development - Nil
• FOREIGN EXCHANGE EARNINGS AND OUTGO (? in Lakhs):

Earnings	221.85
Outgo	389.34

1. AUDITORS:
1. Statutory Auditors:

In the 25^th Annual General Meeting (AGM) held on 30^th September, 2021 M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682) have been appointed as the Statutory Auditors of the Company for a term of Five (5) years i.e. from the conclusion of 25^th AGM up to the conclusion of 30^th AGM of the Company.

M/s. P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), have confirmed their willingness to act as Statutory Auditors of the Company. The Company has received letter from M/s. P G Bhagwat LLP (Firm Registration No. 101118W/W100682), to the effect that their appointment, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed.

2. 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, Mr. Devesh Tudekar, Practicing Company Secretary and Partner of DTSM & Associates, Pune was appointed as a Secretarial Auditor of the Company to carry out the audit of the Secretarial Records of the Company for the Financial Year 2022-23. A Report of the Secretarial Audit is annexed herewith as ‘Annexure D.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8^th February 2019 all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format.

The Company has received such report from DTSM & Associates, Practicing Company Secretaries, Pune for the Financial Year ended 31^st March, 2023 and it has been submitted to the stock exchange(s) within the stipulated time.

3. Internal Auditor:

For the FY 2022-23 the Company appointed M/s. Sharp & Tannan Associates., LLP Chartered Accountants (Firm Registration No. 109983W), as an internal auditor to conduct internal audit of the functions and activities of the Company.

1. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There was no fraud suspected in the Company, hence no reporting was made by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

2. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2. 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 profit of the Company for that period;
3. 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;
4. The directors had prepared the Annual Accounts on a going concern basis;
5. 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.
6. 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.
1. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated and applicable under various regulations are complied with. The Company has strived to maximize the wealth of shareholders by managing the affairs of the Company with the pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditors Certificate regarding the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of Annual Report as ‘Annexure E.

Pecuniary Relationship or Transactions of Nonexecutive Directors and Disclosures about Remuneration of Directors.

All pecuniary relationship or transactions of Non-Executive Directors vis-?-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and notes to Financial Statements and also available on the website of the Company, pursuant to relevant regulations.

Inter-Se Relationships between the Directors

There are no relationships between the Directors interse, except between Mr. Vijay Gupta and Ms. Priti Gupta. Mr. Vijay Gupta, Chairman and Managing Director, is husband of Ms. Priti Gupta, Whole-time Director of the Company.

2. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Meetings of Board of Directors (SS-01) and on General Meetings (SS-02).

3. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code provides for periodical disclosures from Directors and designated employees as well as pre-clearances of transactions by such persons.

The detailed Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders is placed on the Companys website and can be viewed at: https://softtech-engr.com/wp-content/uploads/Code-of- Conduct-for-Prevention-of-Insider-trading.pdf

4. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the Financial Year under review, the Company has incorporated a wholly owned subsidiary with the name of ‘SoftTech Digital Pte. Ltd. in Singapore on 3^rd October, 2022 with the object of International Market Penetration of SoftTechs products established in India.

The Company SoftTech Digital Pte. Ltd., subsidiary of SoftTech Engineers Limited ("Company") has acquired subsidiary with name SoftTech Digital Software L.L.C in the Emirates of Dubai, UAE on 10^th April, 2023 with the object of International Market Penetration of SoftTechs products established in India.

Your Company has a subsidiary with name SoftTech Care Foundation, Section 8 Company, AmpliNxt Private Limited, SoftTech Engineers Inc., in state of Delaware, USA and a wholly owned subsidiary named SoftTech Finland Oy located in Republic of Finland. The Company has a step down subsidiary (Subsidiary of SoftTech Engineers Inc.) as SoftTech Government Solutions Inc. in the Commonwealth of Virginia.

5. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES

/ ASSOCIATE COMPANIES / JOINT VENTURES:

A statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as ‘Annexure-F to this Report. The statement also provides details of performance, financial position.

There has not been any material change in the nature of the business of the Subsidiaries. As required under SEBI LODR Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and Subsidiaries are provided in this annual report.

6. RISK MANAGEMENT POLICY:

Periodic assessments to identify the risk areas are carried out and the management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a Plan for Risk Management with the following objectives:

• Provide an overview of the principles of risk management.
• Explain approach adopted by the Company for risk management.
• Define the organizational structure for effective risk management.
• Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond

to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption

and cost, to protect and preserve Companys human, physical and financial assets.

1. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has maintained adequate internal controls commensurate with its size and nature of operations. The Company also has an Audit Committee which reviews with the management adequacy and effectiveness of the internal control system and internal audit functions. The scope of the Internal Audit is decided by the Audit Committee and the Board. There are policies, guidelines and delegation of power issued for the compliance of the same across the Company.

2. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
1. During the financial year under review, the Company has invested ? 146.31 Lakhs in Debentures of SoftTech

Engineers Inc. (Subsidiary).

2. During the financial year under review, the Company has invested ? 2.77 Lakhs in Debentures of SoftTech Finland OY

(Subsidiary).

3. The Company has infused further capital of ? 4.99 Lakhs in the equity share capital of AmpliNxt Private Limited,

wholly owned subsidiary of the Company.

Please refer Note No. 5 notes forming part of the financial statements to the Standalone Financial Statements) for investments under Section 186 of the Companies Act, 2013. Except this, the Company has not made any investment or granted any Loans or Guarantees covered under Section 186 of the Companies Act, 2013 & Rules thereof including amendments thereunder

1. LOAN FROM DIRECTORS AND RELATIVES OF DIRECTOR:

The details of loans and advances accepted from directors of the Company and relatives of directors as on 31^st March, 2023 given below:

(? In Lakhs)

Sr. No.	Name of person	Designation	Loan Taken during the year	Loan repaid during the year	Balance as on 31.03.2023
1	Vijay Gupta	Managing Director	155.00	103.91	(201.09)
2	Priti Gupta	Whole -Time Director	75.00	78.00	(36.24)

2. NOMINATION & REMUNERATION POLICY:

The Company has in place a Policy on Directors appointment and remuneration of the Directors, Key managerial Personnel (KMP) and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters. The Policy is in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and is formulated to provide a framework and set standards. The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at: https://softtech- engr.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf

3. VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism / Whistle Blower Policy, to provide a formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, the Company has not received any complaints under the said mechanism. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company https://softtech-engr.com/wp- content/uploads/Vigil-Mechanism-Whistle-Blower.pdf

4. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has set guidelines on the redressal and inquiry process that is to be followed by aggrieved woman, whilst dealing with issues related to sexual harassment at the work place towards any women. All employees (permanent, temporary, contractual and trainees) are covered under this policy.

The Company has complied with the provision relating to the constitution of the Internal Complaint Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

It may be noted that during the year 2022-23, no grievance / complaint from any women employee was reported.

5. MATERIAL CHANGES & COMMITMENTS, BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF BOARD REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

6. INDUSTRIAL RELATIONS:

The industrial relations during the year 2022-23 have been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed Corporate Social Responsibility Policy as per the provisions of the Section 135 of the Companies Act 2013. In compliance of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of

Sr. No.	Name of Member of the Corporate Social Responsibility (CSR) Committee	Designation
1.	Mr. Vijay Gupta	Member and Managing Director
2.	Mrs. Priti Gupta	Member and Whole-time Director
3.	Mr. Rahul Gupta	Member and Independent Director

The details as per the requirement are annexed to this report as ‘Annexure G.

8. PARTICULARS OF EMPLOYEE REMUNERATION:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ‘Annexure H to this Report.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

10. THE EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS/ SECRETARIAL AUDITOR IN THE AUDIT REPORT:

There are no qualifications or adverse remarks in the Statutory Auditors Report which require any clarification/ explanation. The notes on financial statements and comments by Statutory Auditors are self-explanatory, and need no further explanation.

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Observation by Secretarial Auditor	Explanation by the Board
Delay in disclosure of related party transactions for the half year ended March 31, 2022 to the Stock Exchanges under Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The listed entity has paid the required amount of fine to the Stock Exchanges

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS FUTURE OPERATIONS:

The Company has not received any such orders from regulators or courts or tribunals during the year, which may impact the going concern status of the Company or its operations.

12. OTHER DISCLOSURES
1. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.
2. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year is not applicable.
3. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable to the Company.
4. As the Company doesnt fall under the top one thousand listed entities based on market capitalization as on March 31, 2023, the requirement of Business responsibility and sustainability reporting (BRSR) on the environmental, social and governance disclosures is not applicable.
5. In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI), the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code) and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘Code of Fair Disclosure). The Company has in place the digital structured database to monitor the insider trading activities. The said Code of Conduct is intended to prevent the misuse of UPSI by insiders and connected persons and ensure that the Directors and designated persons of the Company and their immediate relatives shall not derive any benefit or assist others to derive any benefit from having access to and possession of such UPSI about the Company which is not in the public domain, that is to say, insider information. The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.
6. Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. (as per regulation 24(A) of LODR). Further, the Company do not have any material unlisted subsidiaries incorporated in India.
7. The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

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1. ACKNOWLEDGEMENT AND APPRECIATION:

Your directors would like to express their heartfelt gratitude to all Bankers, Government Authorities, Customers, Vendors and Business Partners for their continued support and association. The directors would also like to express their appreciation to the employees of the Company for their dedicated, individual and collective contribution in the overall growth of the Company.

For and on behalf of the Board of Directors

SOFTTECH ENGINEERS LIMITED