Softtech Engineers Ltd Directors Report

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys financial performance for the year under review is given hereunder:

(? in Lakhs)

• The Company has incorporated a Wholly Owned Subsidiary Company named "SoftTech Engineers Digital Limited." in UK on 14th November, 2023 with the object of International Market Penetration of SoftTechs products established in India.
• SoftTech Engineers Limited and CDCi sign an agreement to offer software products and services under

• The Company Announces allotment of 20,00,000 (Twenty Lakhs) Equity Shares pursuant to exercise of fully convertible warrants ("Warrants/ Convertible Warrants") allotted on preferential basis and Allotment of 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred Twenty) Equity Shares pursuant to exercise of Unsecured Compulsorily Convertible Debentures ("CCDs") allotted on preferential basis.

1. DIVIDEND:

Considering the situation and in order to conserve the resources, the Board of Directors do not

recommend dividend for the Financial Year 2023-24.

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 March 31, 2024.

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/wp-content/uploads/Form-MGT-7_2022-23-1.pdf Or https://softtechglobal.com/investors/

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

1. Changes in Composition of the Board of Directors:

Appointment:

1. Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) is appointed as an Additional Non-Executive Independent Director of the Company w.e.f. February 12, 2024 subject to approval of shareholders through postal ballot. Brief profile and other information of Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) proposing appointment as an Non-Executive Independent Director forms part of the notice of postal ballot. His appointment was approved by the shareholders on May 6, 2024

Cessations:

2. Mr. Rahul Gupta (DIN: 00024732) resigned from the position of Non-Executive Independent Director of the Company w.e.f. November 7, 2023. The Board of Directors of the Company deeply appreciates his valuable contribution and support during his term as Non-Executive Independent Director of the Company.
3. Mr. Garth Brosnan (DIN: 09836995) resigned as the Non-Executive Nominee Director of the Company representing RIB ITWO Software Private w.e.f. May 24, 2024 due to the fact that the Loan payable to RIB Group has been fully repaid and there is no longer any need to fulfil the role of representative director.

Re-appointment of Directors:

4. As per the provisions of Section 152(6) of the Companies Act, 2013 and other applicable provisions thereunder, Ms. Priti Gupta (DIN: 01735673), 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 her re-appointment to the shareholders in the ensuing Annual General Meeting.
2. Appointment / Resignation of Key Managerial Personnel:

1. 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.

2. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

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.

1. The Composition of Board of Directors & Key Managerial Person as at March 31, 2024 consists of following:

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 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 met Four (4) times on

May 25, 2023, August 10, 2023, November 7, 2023 and February 12, 2024. 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.

1. COMMITTEES OF THE BOARD:

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

Details of all the Committees along with their scope, compositions and meetings held during the year are outlined in the Corporate Governance which forms part of this Annual Report as Annexure E and is also available on the website of the Company

https://softtech-engr.com/wp-content/uploads/Composition-of-various-committees-of-board-of- directors-1.pdf

or

https://softtechglobal.com/wp-content/uploads/2024/08/Composition-of-various-committees-of- board-of-directors_updated-07.11.2023.pdf

The recommendations made by the Committees to the Board of Directors were accepted by the Board,

after due deliberation.

2. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2023-24 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.

3. CHANGES IN SHARE CAPITAL:

Preferential /Private Placement Basis

During the financial year under review, the Company has made allotment of 20,00,000 (Twenty Lakhs) Fully Convertible Warrants ("Warrants/ Convertible Warrants") of the Company issued 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 Issue Price), Issue price being Rs. 125/- (face value Rs. 10/- and a premium of Rs. 115/-) per equity share on preferential basis.

Further, the warrant holder had deposited the subscription amount equivalent to 25% of the Warrant Issue Price i.e. Rs. 6,25,00,000/- (Rupees Sixty Two Crores and Five lakhs only) and upon receipt of remaining issue amount aggregating to Rs. 18,75,00,000/- (Rupees Eighteen Crore Seventy-Five Lakhs only) at the rate of Rs. 93.75 (Rupees Ninety Three and Seventy Five Paise Only) per warrant (being 75%

of the issue price per warrant as "Warrant Exercise Price") and on receipt of duly signed application form from M/s Florintree Technologies LLP, warrant holder, as per the terms of issue of Warrants, the Board of Directors of the Company, has on October 27, 2023, considered and approved the allotment of 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10/- each, upon conversion/ exchange of/for equal number of Warrants. The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

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 (100% of the Issue Price), being convertible into 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred and Twenty) 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.

Further, the Compulsorily Convertible Debentures holder had deposited subscription amount equivalent to 100% of the issue price i.e. Rs. 8,28,90,000/- (Rupees Eight Crores Twenty-Eight Lakhs and Ninety Thousand only). Upon receipt of duly signed application form from M/s East India Udyog Limited, CCDs holder, as per the terms of issue of Compulsorily Convertible Debentures, the Board of Directors of the Company, has on October 27, 2023, considered and approved the allotment of 6,63,120 (Six Lakhs Sixty Three Thousand One Hundred Twenty) Equity Shares of Rs. 10/- each, upon conversion for equal number of CCDs. The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

Further, the Company has neither allotted any Employee Stock Option Scheme, sweat equity nor it has bought back any shares or securities.

4. 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

or

https://softtechglobal.com/wp-content/uploads/2024/04/SoftTech-Employees-Stock-Option-Plan- 20171.pdf.

The disclosures in compliance with Regulation 14 of the Securities And Exchange Board of India (Share Based Employee Benefits And Sweat Equity) regulations, 2021 and other applicable regulation, if any is available on the website of the Company at https://softtechglobal.com/wp- content/uploads/2024/07/ESOP-Disclosure.pdf and Form ESOP Annexure is enclosed herewith as "Annexure C" to the Boards Report.

5. 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 2023-

24. The summary of utilisation of proceeds from preferential issue as on March 31, 2024 is stated in Note No. 36 of Notes to Accounts.

6. 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. steps taken by Company to conserve energy:
• Turning off lights and electronics when not in use.
• Upgrading appliances and equipment to energy-efficient models.
• Utilizing natural light whenever possible.
• Improving building insulation to minimize heating/cooling needs.
• Implementing smart thermostats for automated temperature control.
• Educating employees on energy-saving practices.
2. the steps taken by the company for utilising alternate sources of energy; Nil
3. the capital investment on energy conservation equipments; Nil
• TECHNOLOGY ABSORPTION:

Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Companys clients.

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	149.8
Outgo	634

1. AUDITORS:
1. Statutory Auditors:

In the 25^th Annual General Meeting (AGM) held on September 30, 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.

1. 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, (COP No: 2506, FCS No.: 5712) 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 2023-24. 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 March 31, 2024 and it has been submitted to the stock exchange(s) within the stipulated time.

2. Internal Auditor:

For the FY 2023-24 the Company appointed M/s. Sharp & Tannan Associates (FRN:109983W), Chartered Accountants, as an internal auditors 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, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2. 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 profit of the Company for the year ended March 31, 2024;
3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The directors have prepared the Annual Accounts on a going concern basis;
5. 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

1. 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.
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 maximise 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 Audiors 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.

2. COMPLIANCE OF SECRETARIAL STANDARDS:

Your directors states that 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.

Or https://softtechglobal.com/investors/

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 Solutions Ltd. in UK on November 14, 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, SoftTech Digital Pte. Ltd., Singapore 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 and step down subsidiary (Subsidiary of SoftTech Digital Pte. Ltd.) as SoftTech Digital Software L.L.C in the Emirates of Dubai, UAE.

5. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

Further 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.

1. 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:

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

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.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during Financial year 2023-24.

2. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
1. During the financial year under review, the Company has invested ? 334.19 Lakhs in Debentures of SoftTech Egineers Inc. (Subsidiary).
1. During the financial year under review, the Company has invested ? 118.24 Lakhs in Equity Shares of SoftTech Digital Pte Ltd (Subsidiary).
2. During the financial year under review, the Company has invested ? 125.75 Lakhs in Equity Shares of Qi Square Pte Ltd (Subsidiary).

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 March 31, 2024 given below:

(? In Lakhs)

Sr. No.	Name of person	Designation	Loan Taken during the year	Loan repaid during the year	Balance as on 31.03.2024
1	Vijay Gupta	Managing Director	50.00	50.00	(201.09)
2	Priti Gupta	Whole -Time Director	10.00	10.00	(36.24)

1. NOMINATION & REMUNERATION POLICY:

The Company has in placed 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://softtechglobal.com/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf

2. 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://softtechglobal.com/wp- content/uploads/2024/04/Vigil-Mechanism-Whistle-Blower-11.pdf

3. 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.

• Number of complaints pending as of the beginning of the financial year: 0
• Number of complaints filed during the financial year: 0.
• Number of complaints pending as of the end of the financial year: 0

It may be noted that during the year 2023-24, no grievance / complaint from any women employee was reported.

1. 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.

2. INDUSTRIAL RELATIONS:

The industrial relations during the year 2023-24 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.

3. 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	Chairperson and Managing Director
2.	Mrs. Priti Gupta	Member and Whole-time Director
3.	Mr. Sridhar Pillallamarri	Member and Independent Director

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

1. 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.

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

3. 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.

Observation by Secretarial Auditor

Explanation by the Board

Trading application submitted to BSE Limited via issue type viz. "Conversion of warrants/CCDs" instead of issue type viz. "preferential issue." - Trading application for BSE Limited submitted to BSE Limited via issue type viz, "Conversion of warrants/CCDs" instead of issue type viz. preferentiaI issue." However, Fresh application was submitted on March 18, 2024 As per Reg 25 (6) of SEBI LODR, on resignation of ID, Company is required to fulfil the casual vacancy by a new ID within 3 months from the date of such vacancy. The Company appointed new ID with delay of 4(four) days- New Independent Director (ID) was appointed on February 12, 2024 upon resignation of ID on November 07, 2023 with a delay of 4 days.

The Company had erroneously applied in the wrong issue type and the re-application was done. The Company has complied with the timely application for trading approval. The Company wish to clarify that the said non- compliance occurred due to sudden resignation of Mr. Rahul Gupta (ex-Independent Director) effective November 07, 2023, post which the Company made all possible efforts to fill the said vacancy, within the prescribed time as per regulation 25 of the LODR Regulations, 2015. Considering the level of competency, skills, experience and seniority required for the said post, it took reasonable time to identify and finalize the potential candidate. After a diligent selection process, Mr. Yogesh Desai (DIN: 10501676) was appointed as Independent Director on February 12, 2024.The Company is aware of the timelines and Regulation 25 of the LODR Regulations which is read with Regulation 17(1)(b) of SEBI LODR Regulations, 2015. The Company understand the importance of adhering to listing regulations and SEBI guidelines. The Company has paid requisite fine to stock exchanges.

1. 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.

2. OTHER DISCLOSURES:
1. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.
1. 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.
2. 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.
1. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial & academic institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state

governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees

of the Company.

For and on behalf of the Board of Directors

SOFTTECH ENGINEERS LIMITED

VIJAY GUPTA

CHAIRMAN & MANAGING DIRECTOR DIN: 01653314

DATE: August 14, 2024 PLACE: PUNE

Encl:

1. Annexure A - Management Discussion and Analysis Report.
2. Annexure B - Particulars of Contract/Arrangement with Related Parties in Form AOC-2
3. Annexure C - ESOP Annexure
4. Annexure D - Report of the Secretarial Audit
5. Annexure E - Corporate Governance Report
6. Annexure F - AOC-1
7. Annexure G - Annual Report on Corporate Social Responsibility Activities.
8. Annexure H - Particulars of employee remuneration