Directors Report of B2B Software Technologies Ltd.

Mar 31, 2024

Your Directors hereby present the Thirtieth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2024 and the report of the Auditors thereon.

1. FINANCIAL RESULTS: (In Lakhs)

PARTICULARS	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	1392.32	1340.07	2032.28	1977.38
Other Income	134.14	74.95	134.14	74.95
Profit/ Loss before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1526.46	1415.02	2166.42	2052.33
Less: Depreciation / Amortisation / Impairment	16.49	11.09	16.49	11.09
Profit / Loss before Finance Costs, Exceptional Items and Tax Expense	1509.97	1403.93	2149.93	2041.24
Less: Other Expenses	1282.50	1146.60	1910.41	1772.69
Profit/ Loss before Exceptional Items and Tax Expense	227.47	257.33	239.52	268.55
Add/ Less: Exceptional Items	-	-	-	-
Profit/ Loss before Tax Expense	227.47	257.33	239.52	268.55
Less: Tax Expense (Current & Deferred)	55.02	30.28	55.02	30.28
Profit/ Loss for the year (1)	172.45	227.05	184.50	238.27
Total Comprehensive Income/ Loss (2)	(0.59)	(11.05)	(0.59)	(11.05)
Total (1 2)	171.86	215.99	183.91	227.21
Balance of Profit/(Loss) for earlier years	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried to Balance Sheet (A-B)	-	-	-	-

2. INDUSTRY STRUCTURE AND DEVELOPMENT

Microsoft Dynamics is a growing business and global organizations identify Microsoft Dynamics as the preferred vendor for their next ERP investment. Microsoft Dynamics customer relationship management (CRM) and enterprise resource planning (ERP) software connects people, processes, and systems. With easy to use, fast to implement tools to manage financials, supply chain, and operations. Microsoft Dynamics is sold by a global network of solution specialists, known as partners or resellers.

3. STATE OF COMPANY AFFAIRS

Your Company is one of the Gold Certified Microsoft Partner specialized in providing Implementation services for Microsoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includes mid-sized companies and larger enterprises.

As a Microsoft partner - B2B advances and adds value to Microsoft’s leading business solutions and client relationships by ensuring that companies get the highest level of attention, expertise and results from Microsoft technology. Detailed discussion on the operations is given in the Management Discussion and Analysis forming part of this report.

B2B has developed several Add-on’s namely Quality, HR & Payroll, Plant Maintenance and Life Sciences Vertical for Microsoft Dynamics on NAV and AX.

4. LISTING OF EQUITY SHARES:

The Company’s Equity shares are presently listed on BSE Limited, and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2023 - 2024.

5. TRANSFER TO RESERVES:

The profit of Rs. 171.86/- (in lakhs) earned during the year will be retained in the company to meet the future requirements. Hence your company does not propose to transfer any amount to the Reserves.

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

7. CHANGES IN SHARE CAPITAL:

During the Financial year 2032-24 the Authorized Share Capital and Paid-Up Capital as at 31st March 2024 stood at Rs. 1200.00/- (in lakhs) and Rs. 1158.54/- (in lakhs) respectively. The Company had neither issued any shares nor instruments convertible into equity shares of the Company or with differential voting rights nor has granted any stock options or sweat equity.

8. DIVIDEND:

In order to conserve cash for the Company’s operations, the Directors do not recommend any dividend for the year under review. The Company does not propose to carry any amount to the reserves.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, there are no amount/shares available to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no other material changes and commitments in the business operations of the Company from the financial year ended 31st March 2024, except the following -

* On the Recommendation of Nomination and remuneration committee the Board has appointment Mr. Sreeramulu Kavuri (DIN- 01999979) and Mr. Lakshminarayana Bolisetty (DIN- 02766709) as an independent Directors of the company for the period of 5 year w.e.f 28th June 2024, subject to approval members in the ensuing AGM.

* On the Recommendation of Nomination and remuneration committee the Board appointed Mrs. Parvatha Samantha Reddy (DIN- 00141961) as an additional director of the Company in their meeting held on 26th August 2024 and her appointment will be regularized in the ensuing Annual general meeting to be held on 26th

September 2024. She will be liable to retire by rotation.

* Mr. Suresh Chode (DIN- 03473921), Non-executive Director has tendered his resignation with effect from 26th August 2024.

* The Board of Directors, based on the recommendation of the NRC Committee, has approved the modification to the ESOP Scheme 2007. The purpose of the modification is to utilize the 6,00,000 shares issued to the ESOP Trust under ESOP Scheme 2007 (which were not utilized by any eligible employees within the due date) for granting options to employees under the revised scheme. Additionally, the Board has authorized a loan to the ESOP Trust to acquire additional 4,00,000 new shares through the shares issued by the Company for the execution of modified ESOP and recommends this proposal to the members for approval in ensuing Annual general meeting to be held on 26th September 2024.

11. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year, the Board of Directors (‘the Board’) has reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure 1 to the Board’s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary, are available on our website www.b2bsoftech.com. These documents will also be available for inspection during business hours at our registered office of the Company during the office hours on any working day, except Saturdays and Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till the date of AGM. The aforesaid documents are also available for inspection at the AGM.

12. CORPORATE GOVERNANCE:

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

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the company and other material developments during the financial year.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

As of March 31,2024, Mr. M Rambabu (DIN- 03473901) and Mr. A Rambabu (DIN- 03473906) have completed their second and final terms and are no longer serving as Independent Directors of the company. Ms. Rajeswari Immani remains an Independent Director on the Board.

As on date of this report the company has appointed two independent directors -Mr. Lakshminarayana Bolisetty (DIN-02766709) and Mr. Sreeramulu Kavuri (DIN- 01999979) as an additional director of the Company with the approval of Board in their meeting held on 28th June 2024.

Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists 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. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made there under and are independent of the management.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs(“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

S.No	Name of the Director	ID Registration Number	No. of Years
1	Mr. Rambabu Mutyala (DIN- 03473901)	IDDB-DI-202002-012533	5 years from 20th February 2020 to 19th February 2025
2	Mr. Arumili Rambabu (DIN- 03473906)	IDDB-DI-202002-015605	5 years from 20th February 2020 to 19th February 2025
3	Ms. Rajeswari Immani	IDDB-DI-202009-031250	5 years from 24th September, 2020 to 23rd September, 2026
4	Mr. Lakshminarayan Bolisetty	IDDB-DI-202002-007565	Lifetime
5	Mr. Sreeramulu Kavuri	IDDB-NR-202406-061076	5 years from 26th June, 2024 to 25th June, 2029

The Directors are being exempted from appearing for the exams of Independent Director vide amendment in The Companies (Appointment and Qualification of Directors) Rules, 2014 dated 18th December 2020.

15. MEETING OF INDEPENDENT DIRECTORS:

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

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting held on 29th January 2024.

Your Board would like to inform that, from 1st April 2024, Mr. Arumili Rambabu and Mr. Rambabu Mutyala cessed to be Independent Director of the Company consequent to completion of their second and final term. After extensive efforts of the Management the Company has identified and appointed Mr. Sreeramulu Kavuri and Mr. Lakshminarayana as an Independent Directors of the Company on 28th June 2024, to fill the vacancy caused on the said cessions of Independent Directors of the Company.

16. BOARD EVALUATION:

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

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. VIGIL MECHANISM:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviors. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management- instances of unethical behaviors, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. It also provides for adequate safeguards against victimization of employees who avail the mechanism.

The Vigil Mechanism also provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. All permanent employees of the Company are covered under the policy.

There were no complaints received during the financial year under review.

18. CHANGES IN DIRECTORS:

INDUCTIONS:

During the year under review, The Company has re-appointed Dr. Y Satyanarayana, Director (DIN: 00360679) as Director liable to retire by rotation in the 29th AGM held on 29th September, 2023.

DIRECTORS LIABLE TO RETIRE BY ROTAION SEEKING REAPPOINTMENT IN THE ENSUING AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh Chode (DIN- 03473921) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has not offered himself for re-appointment.

Consequently, Dr. Yaramati Satyanarayana (DIN: 00360679), is liable to retire by rotation. He has consented to be reappointed as Director of the Company and stated that he stands free from disqualification to be appointed as Director.

CEASSION OF INDEPENDENT DIRECTOR ON COMPLETION OF SECOND AND FINAL TERM

Mr. Ram Babu Mutyala (DIN- 03473901) and Mr. Arumilli Rambabu (DIN- 03473906) ceased to be the Independent Directors of the company on 31.03.2024 consequent to completion of their second and final term.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL

Re-appointment of Whole-Time Director

Mr. Bala Subramanyam Vanapalli has re-appointed as Whole- Time Director of the Company for further period of three years with effect from 01st October 2023 to 30th September 2026 in the 29th AGM held on 29th September 2023.

The following are the KMPs as on date:-

a. Dr. Ramachandra Rao Nemani - Chief Executive Officer

b. Mr. Sunil Nemani - Chief Financial Officer

c. Mr. V. Bala Subramanyam - Executive Director

d. Ms. Prabhat Bhamini - Company Secretary and Compliance Officer

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 4 (Four) Board meetings were held on the following dates:

a. 10.05.2023

b. 04.08.2023

c. 03.11.2023

d. 29.01.2024

Attendance of Directors at the Board Meetings and Annual General Meeting has been furnished in the Corporate

Governance Report, which forms part of the Directors Report.

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee have been accepted by the Board.

20. COMMITTEES OF THE BOARD

As on March 31,2024, the Board had three committees:

a) The Audit committee

b) The Nomination and Remuneration Committee

c) The Stakeholder’s Relationship Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

a. Audit Committee:

The Details pertaining to the Constitution of Audit Committee is mentioned as under:

Mr. M Rambabu - Chairman Mr. A Ram Babu - Member Mr. Chode Suresh - Member Ms. Rajeswari Immani - Member

All members of the Audit Committee are financially literate and have experience in financial management. The Board of Directors has accepted all the recommendations given by the Audit Committee.

Mr. M. Rambabu is the Chairman of the Audit Committee. The terms and reference of Audit Committee and details of meetings held during the financial year 2023-2024 and the attendance of members are given in the Corporate Governance Report, which forms part of the Directors Report.

b. Nomination and Remuneration Committee:

The Details pertaining to the Constitution of Nomination and Remuneration Committee is mentioned as under: Mr. A Rambabu - Chairman

Mr. M. Rambabu - Member Mr. Chode Suresh - Member Ms. Rajeswari Immani - Member

Mr. A. Rambabu is the Chairman of the Nomination and Remuneration Committee. The terms of reference and the Nomination and Remuneration policy and details of meetings held during the financial year 2023-2024 and the attendance of members are provided in the Corporate Governance Report, which forms part of the Directors Report.

c. Stakeholders Relationship Committee:

The Details pertaining to the Constitution of Stakeholders Relationship Committee is mentioned as under:

1. Mr. M Rambabu - Chairperson

2. Ms. Rajeswari Immani - Member

3. Mr. V. Bala Subramanyam - Member

Mr. M Rambabu is the Chairperson of the Committee. The terms of reference and the details of meetings held during the financial year 2023-2024 and the attendance of the members are provided in the Corporate Governance Report, which forms part of the Directors Report.

21. INTERNAL FINANCIAL CONTROL:

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

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

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2023 - 24, the applicable accounting standards have been followed and there are no material departures;

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

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. prepared the annual accounts on a going concern basis.

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year 2023-2024 your company had not given any loans or provided any guarantees or made any investments as specified under the provisions of Section 186 of the Companies Act, 2013 read with rules made there under, whereas Company has made investment of Rs. 44,22,400/- in the shares of listed companies, similarly the Company is a regular investor in the units of liquid and debt mutual funds, which is outside the purview of the provisions of Section 186 of the Companies Act 2013, details of such investments are given in the notes to the Financial Statements. Hence, no further disclosure is being given here to avoid repetition.

24. TRANSACTIONS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during FY 2023-24 with related parties were on an arm’s length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders’ approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large.

Policy on the related parties as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the company’s website: https://b2bsoftech.com/Investors.html

All the material contracts with related parties have been approved by the Audit Committee and the Members of the Company. Form AOC-2 for disclosure of particulars of contracts/arrangements entered into by your company with related parties is attached herewith as Annexure -II.

25. RISK AND RISK MITIGATIONS

Microsoft Dynamics being a growing business, new entrants into the market and competition will continue to exert pricing pressure undermining industry profitability. Strategic positioning and generating higher level of economic value by continuing to build IP and offer value added services around verticals and add-on’s is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route is identified. The Board of Directors of your company have not identified any risks which will affect the going concern nature of the company.

26. TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

27. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-IV to this report.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure IV and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is not required to furnish any information in this report as required under the provisions of the said Act.

29. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at https://b2bsoftech.com/Investors.html.

30. PREVENTION OF INSIDER TRADING:

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

31. DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. However, the Company has obtained security deposits from employees, but it is not considered as Deposits as per the provisions of Companies Act 2013 and the rules made thereunder.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS

As per Clause xii read with Rule 8(5) of the Companies (Accounts) Rules 2014, No Loans from the banks/ Financial Institutions were under One Time Settlement during the year under review.

Hence, the difference between amount of Valuation done at the time of Settlement and Valuation done at the time of taking loans from the banks did not arise.

33. AUDITORS:

a. Statutory Auditors & Auditor’s Report

Pursuant to the provisions of Section 139 (2) (b) the Companies Act, 2013 the existing Statutory Auditors have completed their term of 10 years in the Company and cease upon the conclusion of the 28th Annual General Meeting. Based on the recommendations of the Board of Directors in their meeting held on 10th August, 2022, members of the Company in their 28th Annual General meeting held on 26th September, 2022 appointed M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants as a statutory auditor of the Company from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting without the requirement of further ratification by the members of the company in every AGM. M/s. Jawahar & Associates, Chartered Accountants hold a valid peer review certificate issued by the Institute of Chartered Accountants of India as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors have given their consent for appointment and stated that they stand free from disqualification for being appointed as the Statutory Auditors of the Company.

The Auditors’ Report issued by the Statutory Auditors on Financial Statement for the financial year ended 31st March 2024 is with an unmodified opinion (unqualified) and is self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. DSMR & Associates, Prop. Mr. DSM Ram, Company Secretary in Whole Time Practice to undertake the Secretarial Audit of the Company for the financial year 2023 - 2024.The Secretarial Audit report is enclosed as Annexure - VI.

Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 26th August 2024 has appointed M/s. DSMR & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2024-25.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed M/s M. Vijaya Kumar & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial Year 2023-24.

d. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issue by M/s. DSMR & Associates, Prop. Mr. DSM Ram, Company Secretary in Whole time Practice, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as Annexure - VII.

REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR:

Qualification raised by the Secretarial Auditor relating to the non-compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014:

Sl. No.	Qualification raised by the Secretarial Auditor	Replies by the Management
1.	As we observe from the records of the company that there is non-compliance with regard to requirement of maintaining 100% of promoters shareholding in Demat Form	Promoter''s shareholding is dematerialized to the extent of 69.65% and The company is continuously in follow up with the promoters who have not dematerialized their shares.
2.	As per our observation the company is in the process of ensuring compliance of Regulation 24 which states that at least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted material subsidiary, whether incorporated in India or not.	To address this the Company has appointed Mr. Lakshminarayana Bolisetty (DIN -02766709) and Mr. Sreeramulu Kavuri (DIN-01999979) as the Independent Directors of the Company with the approval of Board in their meeting held on 28th June 2024. These appointments are subject to approval of members in in ensuing AGM.
	Since the Independent Directors of the Company Mr. Ram Babu Mutyala and Mr. Arumili Rambabu didn’t not accord their willingness to being appointed as a Director of the Material subsidiary of the Company. Furthermore, their second and final term as Independent Director of the Company was about to completed on March 31, 2024, the compliance of regulation 24 was getting delayed.	Following the members’ approval, one of the newly appointed Independent Director shall be appointed as a Director on the Board of Directors of unlisted material subsidiary of the Company to comply with the above provision.
3.	The Company failed to comply with Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulation 2015 which state that every promoter, member of the promoter group, designated person and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified;	The Company didn’t receive the disclosure from Mrs. Chandralekha Meka (PAN-ATUM2351D), member of the Company under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulation 2015 for selling of her entire holding of 40,000 equity shares resulting to that Company didn’t file the information of the same to BSE limited within the specified timelimit. However, company voluntarily filed intimation with BSE Limited as soon as it observed about the said sale of shares.

4.	The Company has not provided PAN Details of	There are 6 Promoters whose Pan details are
	few Promoters in the Shareholding Pattern filed	currently unavailable for the following reasons-
	with BSE Limited.	• Not Traceable: Three promoters are not traceable at this time. • Deceased: One promoter has unfortunately passed away. • NRIs (Non-Resident Indians): One promoter is NonResident Indian and another is Foreign Body trust However, the Company is actively working to obtain the necessary PAN details for these promoters.

34. FRAUDS REPORTED BY AUDITORS:

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

35. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Your company has also complied with provisions relating to the constitution of internal complaints committee under sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

During the financial year 2023-2024, the Company has not received any complaints on sexual harassment.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

37. RECLASSIFICATION OF PROMOTERS

On October 19, 2022, the Company submitted a reclassification application to BSE Ltd to move Mr. Janakirama Verma Meka and Mrs. Chandralekha Meka from the "Promoter & Promoter Group" category to the "Public Group" category. The application is pending for approval with the BSE listing operation team.

However, the said promoters on whose behalf application has been made are selling their shares through Open Market. As of the report date, Mr. Janakirama Meka Varma sold 784,270 shares and now holds 300,000 equity shares (2.59% of total equity shares) while Mrs. Chandralekha Meka has sold her entire shareholding of 40,000 equity shares in the open market.

38. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 are not applicable for the year since the Company is not falling under the category of class Companies as prescribed under Sub-section (1) of Section 148 of the Companies Act 2013 and Rules framed thereunder.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

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

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

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

42. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place : Hyderabad Date : 26^th August, 2024

BALA SUBRAMANYAM VANAPALLI YARAMATI SATYANARAYANA

Executive Director Non - Executive Director

DIN:06399503 DIN: 00360679

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Mar 31, 2015

Dear Members,

The Directors hereby present the Twenty First Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2015 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

Standalone

PARTICULARS 2014 - 2015 2013 - 2014

Revenue from operations 54,572,549 47,272,600

Other Income 2,484,645 2,301,888

TOTAL INCOME 57,057,194 49,574,488

Total Expenditure 49,735,031 43,432,952

Profit / (Loss) before exceptional Items 7,322,163 6,141,536

Exceptional Items — —

Profit / (Loss) before extraordinary items 7,322,163 6,141,536

Extraordinary items — —

Profit / (Loss) before tax 7,322,163 6,141,536

Less: Provision for tax — —

Fringe Benefit Tax — —

Deferred Tax — —

Profit / Loss after tax for the year 7,322,163 6,141,536

Basic and Diluted EPS 0.63 0.53

Consolidated

PARTICULARS 2014 - 2015 2013 - 2014

Revenue from operations 82,919,783 72,349,239

Other Income 2,484,645 2,301,888

TOTAL INCOME 85,404,428 74,651,127

Total Expenditure 78,040,635 67,801,638

Profit / (Loss) before exceptional Items 7,363,793 6,849,489

Exceptional Items — —

Profit / (Loss) before extraordinary items 7,363,793 6,849,489

Extraordinary items — —

Profit / (Loss) before tax 7,363,793 6,849,489

Less: Provision for tax — —

Fringe Benefit Tax — —

Deferred Tax — —

Profit / Loss after tax for the year 7,363,793 6,849,489

Basic and Diluted EPS 0.64 0.59

Industry Structure and development

Microsoft Dynamics is a growing business and global organizations identify Microsoft Dynamics as the preferred vendor for their next ERP investment.Microsoft Dynamics customer relationship management (CRM) and enterprise resource planning (ERP) software connects people, processes, and systems. With easy to use, fast to implement tools to manage financials, supply chain, and operations.Microsoft Dynamics is sold by a global network of solution specialists, known as partners or resellers.

State of Company affairs

B2B is one of the Microsoft Partner specialized in providingImplementation services for Microsoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includes mid-sized companies and larger enterprises.

As a Microsoft partner - B2B advances and adds value to Microsoft's leading business solutions and client relationships by ensuring that companies get the highest level of attention, expertise and results from Microsoft technology.

B2B has developed several Add-on's namely Quality, HR & Payroll, Plant Maintenance and Life sciences Vertical for Microsoft Dynamics on NAV and AX.

LISTING OF EQUITY SHARES:

The Company's Equity shares are presently listed on BSE Limited and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 - 2015.

TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.72,561,661/- brought forward from the previous years. The profit of Rs.7,322,163/- earned during the year has been adjusted against the losses and the accumulated losses are reduced to Rs.65,567,354/-. Hence your company does not propose to transfer any amount to the Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Company from the Financial year ended 31st March, 2015 to the date of signing of the Directors Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary, are available on our website www.b2bsoftech.com. These documents will also be available for inspection during business hours at our registered office.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof is done by the Board and the Independent Directors in their exclusive meeting done as per the policy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the policy.

This mechanism is for the employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

CHANGES IN DIRECTORS:

INDUCTIONS:

On the recommendations of the nomination and remuneration committee, the Board appointed Ms. Rajeswari Immani (DIN: 07127791) as an Independent Director on the Board with effect from 28th March, 2015. We seek your support in confirming the appointment of Ms. Rajeswari Immani (DIN: 07127791) in the ensuing Annual General Meeting.

RE - APPOINTMENTS:

As per the provisions of the Companies Act 2013, Dr. Murthy Mutyala (DIN: 02394524) and Dr. Ram Nemain (DIN: 01131212) retire at the ensuing Annual General Meeting and being eligible, seek their re-appointment. The Board recommends their re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

Dr. RAM NEMANI:

During the year, the Board of your Company has appointed existing Director Dr. Ram Nemani as Chief Executive Officer (CEO) with effect from 1st October, 2014 which was approved by the Audit Committee and the Nomination and Remuneration Committee.

EXECUTIVE DIRECTORS :

Mr. V. Bala Subramanyam was appointed as Executive Director with effect from 1st October, 2014 for a period of 3 years. Mr. V.V. Nagendra was redesignated as the Executive Director of the company with effect from 1st October, 2014 for a period of 3 years. The said appointments were approved by the members in the AGM held on 30.09.2014.

Mr. SUNIL NEMANI:

During the year, the Board of your Company has appointed existing Director Mr. Sunil Nemani as the Chief Financial Officer (CFO) with effect from 1st October, 2014 which was approved by the Audit Committee and the Nomination and Remuneration Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 8 (Eight) Board meetings were held on the following dates:

a. 28.05.2014

b. 06.08.2014

c. 23.08.2014

d. 30.09.2014

e. 25.10.2014

f. 16.12.2014

g. 12.02.2015

h. 28.03.2015

The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 - 15, the applicable accounting standards have been followed and there are no material departures;

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

iii. and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There have been no loans, guarantees & investments under Section 186 of the Act during the financial year 2014 - 15. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions of Companies Act, 2013. Hence the Company has not constituted any committee and is required to furnish information required under the provisions of the said Act.

COMMITTEES OF THE BOARD:

Audit Committee

The Audit Committee constitutes of Mr. M. Rambabu, Mr. A. Rambabu, Mr. Ch. Suresh, Ms. Rajeswari Immani, Dr. Murthy Mutyala and Dr. Ram Nemani. The Board of Directors have accepted all the recommendations given by the Audit Committee. The terms and reference of Audit Committee and details of meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consits of Mr. A. Rambabu, Mr. M. Rambabu, Mr. Ch. Suresh and Dr. Murthy Mutyala. The terms of reference and the policy are provided in the Corporate Governance Report.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in the ordinary course of business and on arms length basis. There were no materially significant related party transactions between your Company and the Directors, promoters, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of company at large.

Form AOC - 2 for disclosure of particulars of contracts / arrangements, entered into by your company with related parties is attached herewith as Annexure - II.

Risk and Risk Mitigations :

Microsoft Dynamics being a growing business, new entrants into the market and competition will continue to exert pricing pressure undermining industry profitability. Strategic positioning and generating higher level of economic value by continuing to build IP and offer value added services around verticals and add-on's is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route is identified. The Board of Directors of your company have not identified any risks which will affect the going concern nature of the company.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of the Companies Act, 2013 is annexed herewith as Annexure - III to this report.

PARTICULARS OF EMPLOYEES:

The information and statement required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are provided in Annexure - IV and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that the remuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of the continuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of this report as Annexure - V.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30, 2014 M/s. Umamaheswara Rao & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Umamaheswara Rao & Co., Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no specifications, reservations, adverse remarks on disclosures by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. K. Jhansi Laxmi, Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2014 - 2015. The Secretarial Audit report is annexed herewith as Annexure - VI

Reply to observation raised by the Secretarial Auditor:

Owing to the Financial position of the Company, we are not able to find a Whole Time Company Secretary who is suitable for our size of Company. The Company is still in process of search of a Whole Time Company Secretary.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place : Hyderabad Date : 14.08.201 V. BALA SUBRAMANYAM V.V. NAGENDRA Executive Director Executive Director DIN: 06399503 DIN: 0231729

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Mar 31, 2014

The Members,

B2B Softwa re Tech nologies Li m ited

The Directors hereby present the Twentieth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2014 and the report of the Auditors thereon.

FINANCIAL RESULTS:

PARTICULARS: 2013-2014 2012-2013 Consolidated Results 2013- 2014

Total Income 49,574,488 45,596.454 74,651,127

Exoenditure 43.432.952 43.384.007 67.801.639

Profit/(Loss) before tax 6,141,536 2,212,447 6,849,488

Less: Provision for tax -

Fringe Benefit Tax Deferred Tax

Profit i Loss after tax 6,141,536 2,212,447 6,849,488

Add: Brought forward from (78,703,197) (80,915,644) (78,909,096) previous year

Transfer to Balance Sheet (72.561.661) (78.703.197) (72.059.6081

OPERATIONS & FUTURE PROSPECTS:

The performance of your Company during the financial year 2013 - 2014 was quite encouraging. The Company has achieved a nominal profit after tax of Rs.61,41,536/- on a turnover of Rs.4,95,74,488/- compared to the profit of Rs.22,12,447/-lakhs on a turnover of Rs.4,55,96,454/-duringthe previous year.

The management of your Company has strong hope about the future wherein the Company would make an indelible mark in the industry growing from strength to strength.

TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.72,561,661/-. The profit of Rs.6,141,536/- earned during the year has been adjusted against the losses. Hence your company does not propose to transfer any amount to the Reserves.

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company''s subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Y. Satyanarayana, Director of the company retires by rotation and being eligible offers himself for re appointment. The Board recommends his re appointment.

The Company has received notice from a member proposing to appoint Mr. V. Bala Subramanyam as Director of the Company with effect from 1st October, 2014. The Board had also proposed to appoint him as the Executive Director of the Company with effect from 1st October, 2014 on the terms and conditions mentioned in the resolution set out in the Notice.

The Board of Directors in their meeting held on 23.08.2014 decided to re designate Mr. V. V. Nagendra as the Executive Director of the Company with effect from 1st October, 2014 on the terms and conditions mentioned in the resolution set out in the Notice.

Mr. M. Rambabu, Mr. Rambabu Arumilli and Mr. Ch. Suresh were appointed as Independent Directors under the erstwhile Companies Act, 1956 as Directors of the Company liable to retire by rotation. Consequent to enactment of Companies Act, 2013 (effective from 1st April, 2014) and subsequent circulars and notifications issued by the Ministry of Corporate Affairs the aforesaid Directors are being appointed as Directors not liable to retire by rotation and to hold office for a period of 5 years upto 31st March, 2019.

We are in the process of identifying a Woman Director for complying with the provisions of Companies Act, 2013 and Clause 49 of the listing agreement.

Dr. Ram Nemani resigned as the Chairman of the Company. The Board of Directors had appointed Dr. Ram Nemani as the CEO of the Company with effect from 1st October, 2014 after the approval and recommendation of the Audit and Nomination and Remuneration Committee. The said appointment is in pursuance of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CFO APPOINTMENT:

The Board of Directors in their meeting held on 23rd August, 2014 had approved the appointment of Mr. Sunil Nemani as the Chief Financial Officer of the Company with effect from 1st October, 2014 with remuneration of Re.l/- per year. The said appointment is in pursuance of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in compliance of Clause 49 of the Listing Agreement.

The said appointment was reviewed and approved by both the Audit Committee and the Nomination and Remuneration Committee.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31s1, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on March 31st, 2014;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Umamaheswara Rao&Co, Chartered Accountants have consented to be reappointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 141 (3) (g) of the Companies Act, 2013. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required underthe provisions of the Listing Agreement.

The Board of Directors recommends the appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee''s) Rules, 1975.

TECHNOLOGY ABSORPTION. ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forthe year ended March 31,2014 are as follows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impactof measuresforreductionofenergyconsumption/energyconservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived : NIL

3. Future plan of Action : NIL

4. Expenditure on R&D : NIL

C. TECHNOLOGY ABSORPTION:

a. Efforts in brief madetowardsTechnology absorption, adoption and innovation

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc.

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished:

a. Technology Imported: NIL

b. YearofImport:NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action: NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic clients and partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 3 new countries in our International Partner Network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place: Hyderabad Date : 23.08.2014

V. V. NAGENDRA Managing Director Y. SATYANARAYANA Director

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Mar 31, 2013

To, The Members of B2B Software Technologies Limited

The Directors hereby present the Nineteenth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31,2013 and the report of the Auditors thereon.

FINANCIAL RESULTS:

(in Rupees)

PARTICULARS: 2012-2013 2011-2012 Consolidated 2012-2013

Total Income 45,596,454 44,206,944 63,245,910

Expenditure 43,384,007 45,153,048 60,58 7,960

Profit /(Loss) before tax *2,212,447 (946,104) 2,657,950

Less: Provision for tax

Fringe Benefit Tax

Deferred Tax

Profit/(Loss) after tax 2,212,447 (946,104) 2,657,950

Add: Brought forward from previous year (80,915,644) (79,969,540) (81,155,051)

Transfer to Balance Sheet (78,703,197) (80,915,644) (78,497,101)

OPERATIONS & FUTURE PROSPECTS:

The Performance of the company better than previous year. There are no material changes occurred after the date of Balance Sheet affecti ng the business of the company. The company does not propose to transfer any amount to the reserves since the company has incurred losses. Detailed note on operations & Future prospects are given in Management Discussions & Analysis.

Dr. Murthy Mutyala (Promoter) sold 50,000 shares to meet the Minimum Public Share Holding under Regulation of 40A of the listing agreement

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company''s subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Ram Nemani and Mr. Ch. Suresh, Directors of the company retire by rotation and being eligible offer themselves for re appointment. The Board recommends their re appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 21 7 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that: (i) in the preparation of the Annual Accounts for the year ended March 31st, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended on March 31 st, 2013;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Umamaheswara Rao & Co, Chartered Accountants have consented to be re appointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 224 of the Companies Act, 1956. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required underthe provisions of the Listing Agreement.

The Board of Directors recommends the re-appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee''s) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particu lars in the Report of the Board of Di rectors) Ru les, 1988, for the year ended March 31,2013 are as fol lows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impact of measures for reduction of energy consumption/energy conservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived: NIL

3. Futureplan of Action: NIL

4. ExpenditureonR& D: NIL

C. TECHNOLOGYABSORPTION:

a. Efforts in brief made towards Technology absorption, adoption and innovation-NIL

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc. - NIL

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished:

a. Technology Imported - NIL

b. Year of Import- NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action- NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic Clients & Partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 5 new countries in our international partner network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

Place: Hyderabad v v NAGENDRA Y. SATYANARAYANA

Date: 12.08.2013 Managing Director Director

---

Mar 31, 2012

To, The Members of B2B Software Technologies Limited

The Directors hereby present the Eighteenth Annual Report of your Company together with the Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2012 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

PARTICULARS: 2011-2012 2010-2011 Consolidated 2011 -2012

Total Income 44,206,944 44,679,754 57,528,930

Expenditure 45,153,048 79,088,690 58,397,293

Profit/(Loss) before tax (946,104) (34,408,936) (868,363)

Less: Provision for tax - - 6,471

Profit/Loss after tax (946,104) (34,408,936) (874,834)

Add: Brought forward from previous year (79,969,540) (45,560,604) (80,279,061)

Transfer to Balance Sheet (80,915,644) (79,969,540) (81,153,895)

OPERATIONS & FUTURE PROSPECTS:

The Performance of the company better than previous year. There are no material changes occurred after the date of Balance Sheet affecting the business of the company. The company does not propose to transfer any amount to the reserves since the company has incurred losses.

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Company's subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Mr. A. Rambabu and Mr. M. Rambabu, Directors of the company retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31st, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended on March 31st, 2012;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going concern basis.

AUDITORS AND AUDIT REPORT:

The notes on Financial Statement referred to in the Auditors Report are self explanatory and do not call for any further comments.

M/s. Niranjan & Narayan, Chartered Accountants have expressed their unwillingness to continue as the Statutory Auditors of the Company due to their pre-occupations. The Board of Directors had identified M/s. Umamaheswara Rao & Co., Chartered Accountants to be appointed as Statutory Auditors of the Company.

M/s. Umamaheswara Rao & Co, Chartered Accountants have consented to be appointed as the Statutory Auditors of the Company and their appointment, if approved in the General Meeting, would be within the limits specified under Section 224 of the Companies Act, 1956. The said Auditors possess a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India for issuing Limited Review Certificate for the un audited results as required under the provisions of the Listing Agreement.

The Board of Directors recommends the appointment of M/s. Umamaheswara Rao & Co, Chartered Accountants as the Statutory Auditors of the Company.

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee's) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31, 2012 are as follows:

A. CONSERVATION OF ENERGY:

a. Adequate measures have been taken to conserve energy wherever possible.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

c. Impact of measures for reduction of energy consumption/energy conservation: NIL

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived: NIL

3. Future plan of Action: NIL

4. Expenditure on R&D: NIL

C. TECHNOLOGY ABSORPTION:

a. Efforts in brief made towards Technology absorption, adoption and innovation : NIL

b. Benefits derived as result of the above efforts e.g., product improvement, cost reduction, production development, import substitution etc: NIL

D. In case of imported technology, imported during the last 5 years reckoned from the beginning of the financial year,

following information may be furnished:

a. Technology Imported: NIL

b. Year of Import : NIL

c. Has technology fully absorbed areas where this has not been taken place, reasons thereof and plan of action: NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans:

Approaching local marketing agencies who are working specific to Microsoft Dynamic Clients & Partners, reaching Microsoft Partner Accounts Manager with specific to region to promote our company products & services, contacting Microsoft Partner Network Portal to expand our partner network for our products and services. We have targeted to add 5 new countries in our international partner network to increase our products & services sales.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board

V. V. NAGENDRA Y. SATYANARAYANA Managing Director Director

Place: Hyderabad Date :03.08.2012

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Mar 31, 2010

The Directors hereby present the Sixteenth Annual Report of your Company together withthe Audited Accounts including Consolidated Accounts for the financial year ended March 31, 2010 and the report of the Auditors thereon.

FINANCIAL RESULTS: (In Rupees)

PARTICULARS: 2009-2010 2008 - 2009 Consolidated 2009 - 2010

Total Income 43,200,074 52,970,668 50,355,020

Expenditure 47,193,627 65,441,763 54,726,752

Profit /(Loss) before tax (3,993,553) (12,471,096) (4,371,732)

Less: Provision for tax - - 107,561

Fringe Benefit Tax - 108,255 -

Deferred Tax - - -

Profit / Loss after tax (3,993,553) (12,579,351) (4,479,293)

Add: Brought forward from previous year (41,567,050) (28,987,699) (48,979,625)

Transfer to Balance Sheet (45,560,603) (41,567,050) (53,458,918)



OPERATIONS & FUTURE PROSPECTS:

It forms part of the Management discussion and analysis annexed to this report

PARTICULARS REGARDING SUBSIDIARY COMPANY:

As required by section 212 of the Companies Act, 1956 documents relating to the Companys subsidiaries are annexed to this report.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regarding compliance of the conditions of corporate governance by your Company as stipulated in clause 49 of the Listing Agreement with Stock Exchanges, are annexed to this Report.

DEPOSITS:

During the year under review the Company has not invited/accepted any deposits from the public as defined in Section 58A read with Companies (Acceptance of Deposit) Rules, 1975.

BOARD OF DIRECTORS:

Dr. Ram Nemani and Mr. M. Gopalakrishna, Directors of the company retire by rotation and being eligible offer themselves for re appointment. The Board recommends their re appointment.

Mrs. P. Samantha Reddy was re appointed as the Managing Director of the Company for a further period of 3 years with effect from 31st January, 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of the Company hereh confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31st, 2010, the applicable accountin; standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment; and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended on March 31st, 2010;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts have been prepared on a going concern basis.

REPLIES TO AUDIT OBSERVATIONS:

1) The auditors are unable to comment on the extent of recoverability of a loan amounting to Rs. 4,91,03,406/- as at the end of the year due from a related company.

Reply: The decision of Board of Directors for writing off the loan is pending since the audit committee has not recommended the writing off of the loan.

AUDITORS:

M/s. M. Anandam & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, The Company has received a notice stating that they would be within the limits as prescribed under the provisions of Section 224 (1B) of the Companies Act, 1956 The Board recommends their re-appointment

PERSONNEL:

During the period under report, there were no employees drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operation extended by the Bankers, STPI, Customs and Central Excise and various State and Central Government Agencies. Your Directors also thank all the Customers, Members and Employees for their valuable support and confidence in the Company.

For and on behalf of the Board P. SAMANTHA REDDY Managing Director

Place : Hyderabad V V NAGENDRA

Date : 11.08.2010 Executive Director