Softtech Engineers Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 29th 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 March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

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

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations (Net)	9335.78	7861.35	9524.99	7877.59
Other Income	290.59	262.08	223.96	229.22
Total Revenue	9626.37	8123.43	9748.95	8106.81
Depreciation and Amortization	1632.70	1343.36	1633.59	1344.42
Total Expenses (including	8946.05	7187.46	9421.84	7542.44
Depreciation and Amortization)
Profit/ (Loss) Before Tax	680.32	935.97	327.11	564.37
Tax Expenses:
1. Current Tax	280.56	328.44	292.56	328.44
2. Deferred Tax	(37.78)	(104.35)	(44.54)	(111.26)
Short/(Excess) provision for previous years	(53.97)	14.74	(53.97)	14.74
Net Profit/ (Loss) After Tax	414.00	697.14	133.07	332.45
Earning per share
Basic	3.16	6.17	1.00	3.17
Diluted	3.15	6.17	1.00	3.17

During the year under review, the Company has achieved a gross turnover of 9626.37 lakhs in comparison to previous years turnover which was 8123.43 lakhs. It represented an increase of 15.61 % over the previous year. The Profit after tax stood at 414.00 lakhs as against 697.14 lakhs in previous year. Key aspects of financial performance of your Company for the Current Financial year 2024-25 along with the Previous Financial year 2023-24 are tabulated in the Financial Results above.

2. KEY DEVELOPMENTS OF THE COMPANY:

Mr. Vijay Shantiswarup Gupta, M/s Udyat Indian Ventures LLP and M/s Covisible Solutions India Private

Limited ("hereinafter referred to as "Sellers") have entered into Share Purchase Agreement on

10.06.2024 with Einstein Work Pte. Ltd. ("hereinafter referred to as "Purchaser") whereby the seller agreed to sell 25,00,000 equity shares in total entitling the purchaser to exercise 19.50% stake in the Company.

Appointment of Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) as a Non-Executive, Independent Director of the Company on May 06, 2025 by passing special resolution through postal ballot.

The Company approved the acquisition and have entered into Share Purchase Agreement on 05.12.2024 with Envee Information Technology Private Limited which has been associated with MIDC for more than

25+ years and the present employees of the Envee working on MIDC projects would help SoftTech Engineers Limited in implementation/support for future MIDC projects.

Founder & CEO of SoftTech Engineers, Mr. Vijay Gupta was honoured with Lifetime Excellence Award at Digicon powered by AutoDesk Construction Cloud."

The members by Special resolution at Extra-Ordinary General Meeting approved allotment upto 9,87,998 (Nine Lakhs Eighty Seven Thousand Nine Hundred and Ninety Eight) equity shares of the Company of face value of Rs. 10/- (Rupees Ten only) each ("Equity Shares"), at a minimum issue price of Rs. 405/- (Rupees Four Hundred and Five only) (which included a premium of Rs. 395/- (Rupees Three Hundred and Ninety Five only) per equity share which aggregated to Rs. 40,01,39,190 (Rupees Forty Crores One Lakhs Thirty Nine Thousand One Hundred and Ninety only) to the "Proposed Allotees", i.e. Einstein Work Pte. Ltd. and Florintree Technologies LLP.

The Company entered into agreement on 19.05.2025 with Ms. Sandy Moser (the "Seller"), for acquisition of 50,000 no-par value shares, having a nominal value of EUR 1.00 each, in accordance with the terms set out in the Agreement in SoftTech Digital AG .

3. DIVIDEND:

Considering the situation and in order to conserve the resources, the Board of Directors do not recommend dividend for the Financial Year 2024-25.

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

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

The following are the year-wise list of unclaimed dividends and their corresponding shares that would become eligible to be transferred to the IEPF on the dates mentioned below:

Year	Type of dividend	Dividend per share (in Rs.)	Date of declaration	Due date for transfer to IEPF
2017-18	Final Dividend	Rs. 0.50/- per equity share	28-09-2018	27-10-2025
2018-19	Final Dividend	Rs. 0.50/- per equity share	30-09-2019	29-10-2026

Note:

Please note that as of now there is none of the shareholders holding shares with Dividend is unpaid for seven consecutive years hence there is no shareholder whose shares are to be transferred to IEPF based on 2017-18.

5. 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, 2025.

6. 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.

7. 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.

8. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return for FY 2023-24 in the prescribed format is available at https://softtechglobal.com/wp-content/uploads/2025/04/MGT_7_2023-24-1.pdf. The Company would upload the annual return for FY 2024-25 once the filed with Ministry of Corporate Affairs.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): I. Changes in Composition of the Board of Directors:

Appointment:

a.Mr. Yogeshkumar Mangubhai Desai (DIN: 10501676) was appointed as a Non-Executive, Independent Director of the Company by passing special resolution through postal ballot.

Cessations:

b.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:

c.The shareholders at Annual General meeting of the Company held on September 27, 2024 approved the re-appointment of :

d.Mr. Vijay Shantiswarup Gupta (DIN: 01653314) as the Managing Director of the Company w.e.f. 24th February, 2025.

e.Ms. Priti Gupta (DIN: 01735673) as the Whole-Time Director of the Company w.e.f. 24th February, 2025 f.Mr. Pratik Patel (DIN: 08798734) as the Whole-Time Director of the Company w.e.f. 18th July, 2025

g.Mr. Sundararajan Srinivasan (DIN: 07936396) was re-appointed as Non-Executive, Independent Director w.e.f. July 10, 2025 by passing special resolution through postal ballot. h.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 reappointment. 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.

II. Appointment / Resignation of Key Managerial Personnel:

Not applicable

III. 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.

IV. ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS:

The annual evaluation framework for assessing the performance of Directors comprises of the following key areas: a) Attendance for the meetings, participation and independence during the meetings. b) Interaction with Management. c) Role and accountability of the Board. d) Knowledge and proficiency e) Strategic perspectives or inputs.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on August 14, 2024 and Nomination & Remuneration Committee & Board of Directors at their respective meetings held on August 14, 2024 for the Financial year 2024-25. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Nomination & Remuneration Committee & Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-?-vis individual Directors is outlined in the Report on Corporate Governance Report which is attached as Annexure E to this Report.

A member of the Nomination and Remuneration Committee and the Board does not participate in the discussion during 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.

V. The Composition of Board of Directors & Key Managerial Person as at March 31, 2025 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. Sridhar Pillalamarri	Independent Director
5. Mr. Sundararajan Srinivasan	Independent Director
6. Dr. Rakesh Kumar Singh	Independent Director
7. Mr. Yogeshkumar Mangubhai Desai	Independent Director (He is appointed on 12- 02-2024 vide board resolution and postal ballot was passed on 03.05.2024.)
8. Mr. Kamal Agrawal	Chief Financial Officer
9. Ms. Shalaka Khandelwal	Company Secretary & Compliance Officer

Note:

Mr. Garth Brosnan resigned as a Nominee Director w.e.f. May 24, 2024.

10. 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 24, 2024, August 14, 2024, November 14, 2024, and February 11, 2025. 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.

11. 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, Corporate Social Responsibility Committee and Risk Management 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 All the recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberation.

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the F.Y. 2024-25 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.

13. CHANGES IN SHARE CAPITAL:

Preferential /Private Placement Basis

The Company has considered and approved the allotment of 9,87,998 equity shares of the Company at the

Extraordinary General Meeting of Members ("EGM") held on Wednesday, December 11, 2024 at 04:00 P.M. (IST) of face value of Rs. 10/- (Rupees Ten only) each ("Equity Shares"), at a minimum issue price of

Rs. 405/- (Rupees Four Hundred and Five only) (which included a premium of Rs. 395/- (Rupees Three Hundred and Ninety Five only) per equity share aggregating to Rs. 40,01,39,190 (Rupees Forty Crores One Lakhs Thirty Nine Thousand One Hundred and Ninety only) determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 to the below mentioned Allottees from the ‘Non-Promoter category:

Sr. No. Name of Allottee Proposed	Maximum Shares	No. of Equity Maximum Consideration Amount (Rs.)
1. Einstein Work Pte. Ltd.	7,41,000	30,01,05,000
2. Florintree	2,46,998	10,00,34,190
Technologies LLP

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

14. 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/2024/08/ESOP.pdf and Form ESOP Annexure is enclosed herewith as "Annexure C" to the Boards Report.

15. 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 2024-25. The summary of utilisation of proceeds from preferential issue as on 31st March, 2025 is stated in Note No. 36 of Notes to Accounts.

16. 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. a) 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. b) Steps taken by the company for utilising alternate sources of energy;

The Company has undertaken various initiatives to reduce dependency on conventional energy sources. These include the installation of energy-efficient equipment, use of LED lighting, and exploring renewable energy options such as solar energy for office operations. c) Capital investment on energy conservation The Company undertook several operational upgrades such as replacing conventional lights with LED lights and optimizing air-conditioning systems to promote energy efficiency.

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.

(i) the efforts made towards technology absorption Nil.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution Nil. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year Nil. (iv) the expenditure incurred on Research and Development - Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO ( in Lakhs):

Earnings	75.06
Outgo	109.16

17. AUDITORS: a) Statutory Auditors:

In the 25th Annual General Meeting (AGM) held on 30th 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 25th AGM up to the conclusion of 30th 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.

b) 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, \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 2024-25. A Report of the Secretarial Audit is annexed herewith as ‘Annexure D.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8th 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 31st March, 2025 and it has been submitted to the stock exchange(s) within the stipulated time.

Further, On the recommendation of the Audit Committee, the Board of Directors at their meeting held today i.e. on May 26, 2025, have approved the appointment of M/s DTSM & Associates as Secretarial Auditors, for a term of 5 (Five) consecutive years from the conclusion of ensuing Twenty-Ninth Annual General Meeting till the conclusion of the Annual General Meeting to be held in year 2030, subject to approval by the Members at ensuing Annual General Meeting.

c) Internal Auditor:

For the FY 2024-25 the Company appointed M/s. Sharp & Tannan Associates (FRN:109983W), Chartered Accountants, as an internal auditor to conduct internal audit of the functions and activities of the Company.

18. 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.

19. 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.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; 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 profit of the Company for the year ended March 31, 2025; c) 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; 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.

21. 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.

22. 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).

23. 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/wp-content/uploads/2024/08/Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf.

24. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

Name of Entity	Type	Country/Location	Relationship	Parent Company
AmpliNxt Private Limited	Private Limited Company	India	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
Envee Information Technology Private Limited	Private Limited Company	India	Subsidiary	SoftTech Engineers Ltd.
SoftTech Engineers Inc.	Corporation	Delaware, USA	Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital Pte. Ltd.	Private Limited Company	Singapore	Subsidiary	SoftTech Engineers Ltd.
SoftTech Finland Oy	Corporation	Republic of Finland	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital Solutions Limited	Corporation	United Kingdom	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Digital AG	Corporation	Germany	Wholly Owned Subsidiary	SoftTech Engineers Ltd.
SoftTech Government Solutions Inc.	Corporation	Commonwealth of Virginia, USA	Step-down Subsidiary	SoftTech Engineers Inc.
SoftTech Digital Software L.L.C	Limited Liability Company	Dubai, UAE	Step-down Subsidiary	SoftTech Digital Pte. Ltd.
SoftTech Care Foundation	Section 8 Company	India	Wholly Owned Subsidiary	SoftTech Engineers Ltd.

The Policy for determining ‘Material subsidiaries has been displayed on the Companys website https://softtechglobal.com/wp-content/uploads/2025/03/Policy-for-Determining-Material-Subsidiaries.pdf

25. 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.

26. 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.

The Risk Management Policy of the Company, is approved by the Risk Management Committee of the Board and the Board of Directors, provides the framework of Enterprise Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The Risk Management Committee oversees the risk management process in the Company and is chaired by Managing Director of the Company. The Audit Committee also has additional responsibility to monitor risks in the area of financial risks and controls.

27. 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 2024-25.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

1. During the financial year under review, the Company has invested 216.39 Lakhs in Debentures of

SoftTech Engineers Inc. (Subsidiary).

2. During the financial year under review, the Company has invested 65.61 Lakhs in Debentures of SoftTech Digital Pte Ltd (Subsidiary).

3. During the financial year under review, the Company has invested 0 Lakhs in Equity Shares of Qi

Square Pte Ltd (Subsidiary).

4. During the financial year under review, the Company has invested 59.99 Lakhs in Equity Shares of

AmpliNxt (Subsidiary).

5. During the financial year under review, the Company has invested 0.11 Lakhs in Equity Shares of

Softtech Digital Solutions Ltd. (Subsidiary).

6. During the financial year under review, the Company has invested 0.96 Lakhs in Equity Shares of

Envee IT 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.

29. 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 31st March, 2025 given below:

Sr. No. Name of person	Designation	Loan Taken during the year	Loan repaid during the year	Balance as on 31.03.2025
1 Vijay Gupta	Managing Director	266.88	(151.88)	(316.09)
2 Priti Gupta	Whole -Time Director	28.00	(3.00)	(61.24)

30. 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://softtech-engr.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf or https://softtechglobal.com/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf.

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

32. 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 2024-25, no grievance / complaint from any women employee was reported.

33. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 (AS AMENDED BY THE MATERNITY BENEFIT

(AMENDMENT) ACT, 2017):

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, effective from April 1, 2017 (for most provisions) and

July 1, 2017 (for the provision relating to cr?che facility). As per the amended Act:

The Company provides maternity leave of 26 weeks to women employees for the first two children.

For women having more than two children, the maternity leave entitlement is 12 weeks.

The Company has implemented a cr?che facility (either in-house or via tie-up) where the establishment employs 50 or more employees, in line with the requirements of Section 11A of the Act.

The Company ensures compliance with provisions regarding work-from-home options, nursing breaks, and prohibition of dismissal during maternity leave, among other protections afforded to women employees.

The Company remains committed to creating an inclusive and supportive work environment for all employees, in adherence to the applicable statutory provisions.

34. 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.

35. INDUSTRIAL RELATIONS:

The industrial relations during the year 2024-25 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.

36. 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	Chairman
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.

37. 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.

38. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

39. 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
1. The listed entity has filed the XBRL intimation for Voting results of the Postal Ballot held on May 03, 2024 with a delay of 2 days and paid fine of Rs. 11,800/- each paid to BSE and NSE each.	1. Requisite fine of Rs. 11,800/- each paid to BSE and NSE each.
2.During the Financial year 2023-24 there was delay of 4 days in filling the casual vacancy of Independent Director and paid the fine of Rs. 23,600 each to BSE and NSE on 29-05-24 and 11- 06-24 respectively.	2. The listed entity appointed Independent Director in compliance with Reg 17(1)(b) of SEBI LODR and paid fine of Rs. 23,600 each to to BSE and NSE on 29-05-24 and 11-06-24 respectively.
3.The Company has filed Annual Performance Return with respect to Qi Square Pte Ltd after the close of financial year.	3.The observation made by Secretarial Auditor is self-explanatory any doesnt call for any further clarification from management.

40. 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.

41. OTHER DISCLOSURES i. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act. ii. 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. iii. 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.

42. 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.