Your Directors are pleased to present the 32nd Annual Report of the Company along with the Company''s Audited
Financial Statements (Standalone & Consolidated) for the financial year ended March 31,2026.

1. FINANCIAL PERFORMANCE SUMMARY

The Financial Performance of the Company (Standalone & Consolidated) for the financial year ended
March 31,2026 is summarised below hereunder:

Amount (Rs. in Lakhs)

2. STATE OF THE COMPANY AFFAIRS

Your Company is one of the Microsoft Solutions 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.

The Company has established a new Division in 2025-26 for “Emerging Technologies” to address the
rapidly growing demand for innovative and transformative solutions. The Division focuses on delivering
cutting-edge projects in the domains such as Artificial Intelligence (AI), Machine Learning (ML), and Large
Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA),
Digital Workflow Transformation, Data Mining and Data Warehousing, Advanced Analytics, Low-code / No¬
code Development Tools, Cloud Migration and Cybersecurity. The initial capital expenditure for the launch
of this division has been approved at ?1 crore, to be funded from internal accruals, with provision for
additional funding as required. New division commenced the operations from September 2025 with the
required infrastructure setup.

3. FINANCIAL PERFORMANCE REVIEW
STANDALONE

During the year under review, the Company''s standalone total revenue from operations and profit after tax
of the Company stands at to Rs. 1755.25 lakhs and Rs. 230.18 lakhs respectively in the current financial
year as against the total revenue from operations and profit after tax of previous financial year
Rs. 1662.62 lakhs and Rs. 240.49 lakhs.

CONSOLIDATED

During the year under review, the Company''s consolidated total revenue from operations and profit after tax
of the Company stands at to Rs. 3193.54 lakhs and Rs. 284.28 lakhs respectively in the current financial
year as against the total revenue from operations and profit after tax of previous financial year
Rs. 2562.67 lakhs and Rs. 263.48 lakhs.

4. REVISION OF FINANCIAL STATEMENTS

There was no revision of financial statements during the year under review.

5. TRANSFER TO ANY RESERVES

The Company has not transferred any amount to its General Reserves during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the year under review.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section
73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or
the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

8. DIVIDEND

During the financial year under review, the Board of Directors in its meeting held on 30.01.2026 declared an
interim dividend of Re. 1/- per equity share of Rs. 10/- each). In view of the interim dividend already
declared, the Board has not recommended any final dividend for the financial year.

9. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited. The Company does not have any equity
shares carrying differential voting rights.

10. SHARE CAPITALa. Authorised Shares Capital

The Authorized Share Capital of the Company as on 31st March, 2026 is Rs. 18,00,00,000/- (Rupees
Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of
Rs. 10/- (Rupees Ten) each.

During the year under review, the Authorized Share Capital was increased from Rs. 12,00,00,000 (Rupees
Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten) each to Rs. 18,00,00,000/- (Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crore Eighty
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) pursuant to the approval of the Members by way of postal
ballot on 18.03.2026.

b. Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2026 is

Rs. 11,58,54,000 (Rupees Eleven Crores Fifty-Eight Lakhs Fifty-four thousand only) divided into
1,15,85,400 (One Crore Fifteen Lakhs Eighty-five Thousand Four Hundred Only) Equity Shares of Rs. 10/-
(Rupees Ten) each.

During the year under review there were no changes in issued, subscribed and paid-up share capital.

Subsequent to year ended 31.03.2026, the Board of Directors through circular resolution dated 06.04.2026
allotted 57,92,700 equity shares by way of Bonus Issue.

As on today''s date the Issued, Subscribed and Paid-up Share Capital of the Company stands at
Rs. 17,37,81,000 (Rupees Seventeen Crores Thirty-seven Lakhs Eighty-one thousand only) divided into
1,73,78,100 (One Crore Seventy-three Lakhs Seventy-Eight Thousand One Hundred Only) Equity Shares
of Rs. 10/- (Rupees Ten) each.

c. Equity Shares with Differential Voting Rights

During the year under review, the Company has not issued any Equity Shares with differential rights.

d. Bonus Shares

During the year under review, the Company has not issued Bonus Shares. However, subsequent to
31.03.2026, the Board of Directors through circular resolution dated 06.04.2026 allotted 57,92,700 equity
shares by way of Bonus Issue.

e. Employee Stock Option Scheme

The Company adopted an Employee Stock Option (ESOP) scheme, namely “B2B Employees Stock Option
Scheme 2024-” (“B2B- ESOP Scheme 2024) which helps the Company to retain and attract right talent. The
Nomination and Remuneration Committee (NRC) administers the Company''s ESOP scheme. There were
no changes in the ESOP scheme during the financial year under review. The scheme is in compliance with
the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity)
Regulations, 2021.

Details related to Trust:

The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of
administering the schemes under the regulations are to be disclosed:

(i) General information on all schemes

(iii) In case of secondary acquisition of shares by the Trust: Not Applicable

Disclosure in compliance with the Securities and Exchange Board of India (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021 are available on the company website of the company at
website: https://b2bsoftech.com/Investors_Column/ESOPScheme.pdf

Further, a certificate from M/s. DSMR & Associates, Secretarial Auditor of the Company certifying that the
(“B2B Employees Stock Option Scheme 2024) has been implemented in accordance with these
regulations and in accordance with the resolution of the Company in the general meeting is enclosed as
Annexure - 7

f. Buy Back of Securities

During the year under review, the Company has not bought back securities.

g. Sweat Equity Shares

During the year under review, the Company has not issued any Sweat Equity Shares during the year under
review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and
Independent Directors. The Board consist a total of 5 (Five) Directors, out of which 1 (One) is Executive
Director, 2 (Two) are Non-Executive Directors and other 2 (Two) are Independent Directors.

(i) Changes in Directorate

During the year under review and subsequent to 31.03.2026, the following changes have been made to the
composition of the Board of Directors and Key Managerial personnel of the Company:

Appointment

• Mrs. Gita Usha Rani Maddukuri was appointed as Company Secretary and Compliance Officer with effect
from 01.04.2025.

• Dr. Yaramati Avinash has been appointed as an Additional Non-Executive Non-Independent Director with
effect from 12.07.2025. The term of Mr. Yaramati Avinash has been regularized from Additional Director to
Director (Non-Executive Non-Independent Director) with effect from 29.09.2025.

• Ms. Yamini Saini was appointed as Company Secretary and Compliance Officer with effect from

22.04.2026. She has tendered her resignation vide resignation letter dated 09.07.2026, and will cease to
hold office with effect from17.07.2026.

• Ms. Unnati Rathi was appointed as Company Secretary and Compliance Officer with effect from

17.07.2026.

Cessation

• Mr. Yaramati Satyanarayana resigned from the position of Non-Executive Director with effect from
12.07.2025.

• Mrs. Gita Usha Rani Maddukuri has resigned from the post of Company Secretary and Compliance Officer
of the Company with effect from 26.08.2025.

The Board places on record its appreciation and gratitude for the services rendered by Mr.Yaramati Satya
narayana and Mrs. Gita Usha Rani Maddukuri during their tenure as Director and Company Secretary and
Compliance Officer of the Company respectively.

12. RE-APPOINTMENT OF DIRECTORS WHO IS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of
Association of the Company, Dr. Yaramati Avinash (DIN: 09804102), is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

The Company has one subsidiary as on March 31, 2026, i.e., B2B Softech INC, USA. Consolidated
financial statements have been prepared by the Company in accordance with the requirements of Ind AS 27
issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act,
2013 (“the Act”).

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements
of the company along with separate audited financial statements of subsidiaries are placed by the
Company on its website at www.b2bsoftech.com and a report on the performance and financial position of
each of the subsidiaries included in the consolidated financial statements pursuant to Rule 8(1) of
Companies (Accounts) Rules, 2014, is enclosed as Annexure-1 to this report.

Statement containing the salient features of the financial statements of subsidiaries for the year ended
March 31,2026, in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read
with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure-2 to this report.

14. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to be its subsidiaries, joint ventures or
associate Company.

15. DECLARATION OF INDEPENDENCE

In accordance with the provisions of Section 149 (7) of the Companies Act, 2013 read with Rule 5 of
Companies (Appointment and qualification of Directors) Rules 2014, the Company has received
declarations from all the Independent Directors stating that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SeBI (LODR)
Regulations, 2015 and they have registered their names in the Independent Director''s Databank.

Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided
declarations in “Form DIR- 8” that they have not been disqualified to act as a Director.

16. NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met five (5) times, i.e., on 19.05.2025,
12.07.2025, 12.08.2025, 04.11.2025 and 30.01.2026.

The Board meetings are conducted in due compliance with the provisions of the Companies Act, 2013 and
the rules framed thereunder including secretarial standards and the Listing Regulations.

Detailed information at the meetings of the Board is included in the report on Corporate Governance which
forms part of the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2025-26 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.

However, the Company has made investment of Rs. 1801.40 lakhs in the shares of listed companies,
similarly the Company is a regular investor in the units of liquid and debt mutual funds, which is within the
limits 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.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its
responsibility Statement:

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

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to
laying down internal financial controls is not applicable to the Company; and

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

19. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the annual return is uploaded on website of the Company
https://www.b2bsoftech.com/Annualreturns.html.

20. COMPLIANCE WITH SECRETARIAL STANDRARDS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute
of Company Secretaries of India (ICSI) as amended from time to time.

21. COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and
responsibilities and in compliance with the requirements of applicable laws, the Board has constituted
several Committees, namely:

(a) Audit Committee

(b) Stakeholders'' Relationship Committee

(c) Nomination and Remuneration Committee.

The details with respect to the compositions, number of meetings held during the financial year 2025-26
and attendance of the members, powers, terms of reference and other related matters of the Committees
are given in detail in the Corporate Governance Report which forms part of the Annual Report.

22. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES
AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out
annual evaluation of:-

(i) its own performance;

(ii) Individual Directors Performance;

(iii) Performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2025-26.

The performance of the board was evaluated by the board in the meeting held on 30.01.2026 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. The performance of the committees
was evaluated by the Nomination and Remuneration Committee 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 based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 23.02.2026 to evaluate the performance
of non-independent directors, the board as a whole and the Chairman of the Company, taking into account
the views of executive directors and nonexecutive directors.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively
and the performance of the Directors is satisfactory.

23. FAMILIARISATION PROGRAMME

The Company has formulated a policy on ‘Familiarisation Programme for Independent Directors'', which is
available on the Company''s website:

https://www.b2bsoftech.com/Investors_column/Familiarization_Programmes_for_Independent_Director.

pdf.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'')
is provided as Annexure - 8 of this Annual Report.

25. CORPORATE GOVERNANCE REPORT

A separate report on the Corporate Governance for the financial year 2025-26 as required under the Listing
Regulations, is provided as Annexure - 9 of this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into by the Company during the financial year ended on 31st
March, 2026 were on arm''s length basis and were in the ordinary course of business. There were no
material related party transactions made by the Company during the year under review with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large other than the transactions for which shareholders'' approval was
taken.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of
the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The
transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee
on a quarterly basis.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 3 in Form AOC-2 and the same forms
part of this report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, the Company
has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align
it with the amendments in the Listing Regulations. The said policy is available on Company''s website:
https://www.b2bsoftech.com/Investors_column/RelatedPartyTransactionsPolicy12-08-2025.pdf.

27. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would
impact the going concern status and the Company''s operations in future.

28. MATERIAL CHANGES AND COMMITMENTS

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 to which the financial statements relate and on
the date of this report.

29. INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been
adequately insured.

30. THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT:

The Nomination and Remuneration Committee identifies persons who are qualified to become directors,
KMP and who may be appointed in the senior management in accordance with the criteria laid down and
recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate
qualifications, expertise and experience for the position considered for appointment. The committee
decides whether qualification, expertise and experience possessed by a person are for the concerned
position.

The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or
senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on
merit against objective criteria and with due regard for the benefits of diversity on the Board.

31. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees 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, as amended from time to time, are provided in the prescribed format and is attached and
marked as Annexure - 4 and forms part of this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other
employees drawing particulars throughout the financial year in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as
Annexure - 5 and forms part of this report.

32. STATUTORYAUDITORS

M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants have ceased to be the statutory
auditors of the company as they resigned with effect from 12.08.2025 due to pre occupations and there is no
material reason for their resignation.

The Board of Directors, at its meeting held on 12.08.2025, based on the recommendation of the Audit
Committee, recommended to the Members the appointment of M/s. M V Vijaya Kumar & Co., Chartered
Accountants (Firm Registration No. 007890S) as the Statutory Auditors of the Company to fill the casual
vacancy caused by the resignation of M/s. Jawahar & Associates, Chartered Accountants. The Members
approved the appointment at the 31st Annual General Meeting held on 29.09.2025, to hold office from the
conclusion of the said Annual General Meeting until the conclusion of the 32nd Annual General Meeting, at
such remuneration as may be mutually agreed upon between the Board of Directors of the Company and
the Statutory Auditors from time to time.

The Board of Directors, at its meeting held on 17.07.2026, based on the recommendation of the Audit
Committee and subject to the approval of the Members, has recommended the appointment of
M/s. M V Vijaya Kumar & Co., Chartered Accountants, Hyderabad (Firm Registration No. 007890S) as the
Statutory Auditors of the Company pursuant to the provisions of Section 139(1) of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, for a consecutive term of five (5) years, to hold
office from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th Annual
General Meeting of the Company to be held in the financial year 2031-32, at such remuneration as may be
mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors from time
to time.

The Statutory Auditors of the Company confirmed that the audit firm have hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing
Regulations.

The Auditors'' Report on the standalone and consolidated financial statements of the Company for the
financial year ended March 31,2026 does not contain any reservation, qualification or adverse remarks and
their report together with the notes to Financial Statements are self-explanatory and hence do not call for
any further comments from the Board under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company confirmed that the audit firm have hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing
Regulations.

The Auditors'' Report on the standalone and consolidated financial statements of the Company for the
financial year ended March 31,2026 does not contain any reservation, qualification or adverse remarks and
their report together with the notes to Financial Statements are self-explanatory and hence do not call for
any further comments from the Board under Section 134 of the Companies Act, 2013.

33. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Board of
Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013 read
with the Companies (Account) Rules, 2014.

34. INTERNAL AUDITOR

In accordance with the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, Ms. Srijani Sarkar has been re-appointed by the Board of Directors of
the Company as an Internal Auditors of the Company to conduct an internal audit of the functions and
activities of the Company for the financial year 2025-26 at a remuneration as may be mutually decided and
agreed upon between the Internal Auditors and the Board of Directors of the Company.

35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations with reference to the financial statements.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit
Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps
for corrective measures whenever required.

36. SECRETARIAL AUDITOR

In accordance with the provisions of Section 204(1) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 24 A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, M/s. DSMR &
Associates, Practicing Company Secretaries, Hyderabad are appointed as Secretarial Auditors to
undertake the secretarial audit of the Company from FY 2025-26 to fY 2029-30.

The Secretarial Audit Report in Form MR-3 of the Company for the financial year 2025-26 is enclosed
herewith as Annexure - 6 and form part of this report.

The following are the observations in the secretarial audit report:

37. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s.
DSMR & Associates, Practicing Company Secretary, has issued an Annual Secretarial Compliance Report
for the Financial Year Ended on 31st March, 2026 which was submitted to BSE Limited.

38. COST AUDITOR & MAINTEANANCE OF COST RECORDS

In accordance with the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies
(Cost Records & Audit) Rules, 2014 relating to appointment of Cost Auditor are not applicable for the
business carried out by the Company. Therefore, the Company is not required to maintain cost records as
specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

39. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores
or more, or a net profit of Rs. 5 Crores or more during the financial year 2024-25, hence the section 135 of
the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company
need not adopt any Corporate Social Responsibility Policy.

40. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the Companies
(Meetings of the Board and its Powers) Rules, 2013 and Rule 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has formulated
Whistle Blower Policy and established a Vigil Mechanism for Directors, employees which provides a
platform to report genuine concern about any breach of code of conduct, illegal or unethical practices,
unethical behaviour, actual or suspected fraud.

The vigil mechanism provides adequate safeguards against the victimisation of Director(s) or Employee(s)
or any other person who use such mechanism and for direct access to the Chairman of the Audit Committee
in appropriate or exceptional cases. The Whistle Blower Policy and Vigil Mechanism may be accessed on
the Company''s website at https://www.b2bsoftech.com/ Investors_column/ Whistle%
20Blower%20Policy.pdf

41. POLICY ON DIRECTORS’ APPOINTMENT REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration
Committee identifies persons who are qualified to become directors in accordance with the criteria laid
down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, Key Managerial Personnel and
other senior management personal. This Policy covers the remuneration and other terms of employment
for the Company''s executive team. The remuneration policy for members of the Board and for management
aims at improving the performance and enhancing the value of the Company by motivating and retaining
them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent
employees and thereby secure competitiveness, future development and acceptable profitability. In order
to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its
operational locations.

A detailed policy on remuneration of the Directors and Senior Management may be accessed on the
Company''s website: https://www.b2bsoftech.com/Investors_column/NominationandRemunerationPolicy-
13-11-2020.pdf

42. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the
Nomination and Remuneration Committee. The policy has been framed with the objective :-

a) to formulate the criteria for determining qualifications, competencies, positive attributes and independence
for appointment of Directors of the Company;

b) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and
their removals are in compliance with the applicable provisions of the Act and the Listing Regulations;

c) to set out criteria for the evaluation of performance and remuneration of directors, key managerial
personnel and senior managerial personnel;

d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to
the Board of Directors to ensure:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors and employees to effectively and qualitatively discharge their responsibilities;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

iii. align the growth of the Company and development of employees and accelerate the performance;

iv. to adopt best practices to attract and retain talent by the Company; and

v. to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and
individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee
or by an independent external agency and review its implementation and compliance.

The Nomination and Remuneration policy of the Company can be accessed at
https://www.b2bsoftech.com/Investors_column/NominationandRemunerationPolicy-13-11-2020.pdf

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The particulars of energy conservation and technology absorption are not applicable to the Company as it is
not engaged in any manufacturing activity.

The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to
time, is given hereunder:

Foreign Exchange Earnings and Outgo

The Company had a total foreign exchange earnings and outgo as provided below during the year ended 31st
March, 2026:

44. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the
Company has formulated and implemented Risk Management Policy for the Company which identifies
various elements of risks which in its opinion may threaten the existence of the Company and measures to
contain and mitigate risks. The Company has adequate internal control systems and procedures to manage
the risks. The Risk Management procedures are reviewed by the Audit Committee and the Board on
periodical basis.

A detailed policy on risk management may be accessed on the Company''s website:
https://www.b2bsoftech.com/Investors_column/Risk_Assessment_and_Management_Policy.pdf.

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

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual
harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows:

No. of Complaints Received: Nil

No. of Complaints Disposed off: NA

During the year under review, the Company has complied with the provisions related to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. A detailed policy on prevention, prohibition and redressal of sexual

harassment at workplace may be available on the Company''s website: https://www.b2bsoftech.com/
Investors_column/POSH_policy.pdf

46. INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the
Company. The Company reviews thoroughly the various safety measures adopted and takes effective
steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees to take
timely and appropriate action in case of accidents.

47. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under
Section 164(2) of the Act, as on March 31,2026.

48. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares to employees of the Company: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: No preferential allotment made during the year.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be
implemented.

50. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing
paperless compliance by the Companies and permitted the service of Annual Reports and other documents
to the shareholders through electronic mode subject to certain conditions and the Company continues to
send Annual Reports and other communications in electronic mode to those members who have registered
their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the
Company''s website https://www.b2bsoftech.com/AnnualReport.html and website of the Stock Exchange
i.e. BSE Limited.

51. INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your directors appreciate the
sincere and efficient services rendered by the employees of the Company at all levels towards successful
working of the Company.

52. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including
paid maternity leave, continuity of salary and service during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work options, as applicable. The Company remains
committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of
its women employees in accordance with applicable laws.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website
https://www.b2bsoftech.com/Policies.html.

54. CEO/CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification on the financial statements under
Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year
2025-26 is annexed as Annexure - 11 in this Annual Report.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays
down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities. The Insider Trading Policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading, is available on our website https://www.b2bsoftech.com/Investors_column/
AmendmentCodeofPracticesandProceduresforfairdisclosureofunpblishedpricesensitiveinformation.pdf.

56. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following as the same were
not applicable for the Company during the year under review:

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year along with their status at the end of the financial year; and

b. The details of difference between the amount of valuation done at the time of one-time settlement and the
valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof.

57. ACKNOWLEDGEMENTS

Your Directors expresses its sincere gratitude to all customers, vendors, investors, bankers, the
Government authorities, financial institutions and members during the year under review for their continued
support, patronage, and cooperation.

Your Directors also place on record their deep appreciation for the commitment, dedicated efforts and
value-added contribution made by all the employees. The Company''s consistent growth and achievements
have been made possible by their unwavering hard work, unity, and support.

Your directors would also like to thank all the shareholders for continuing to repose their faith in the
Company and its future.

For and on behalf of the Board of Directors
B2B Software Technologies LimitedBala Subramanyam Vanapalli Avinash Yaramati

Place: Hyderabad Whole Time Director Chairman and Director

Date: 17.07.2026 DIN: 06399503 DIN: 09804102

The Board of Directors of the Company are pleased to present the Company''s 31st annual report along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2025

1. FINANCIAL SUMMARY

A summary of the Company''s standalone and consolidated financial performance for the year ended March 31,2025, is given below:

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. REVIEW OF OPERATIONS

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.

The Company is launching a new Division for “Emerging Technologies” to address the rapidly growing demand for innovative and transformative solutions. The Division will focus on delivering cutting-edge projects in the domains such as Artificial Intelligence (AI), Machine Learning (ML), and Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Data Warehousing, Advanced Analytics, Low-code / No-code Development Tools, Cloud Migration and Cybersecurity. The initial capital expenditure for the launch of this division has been approved at ?1 crore, to be funded from internal accruals, with provision for additional funding as required. New division will commence the operations from September 2025 with the required infrastructure setup. The Company believes this strategic initiative will position the Company at the forefront of technological innovation and open new avenues for sustainable growth.

4. LISTING OF EQUITY SHARES

The securities of the Company are listed at BSE Limited (BSE) ,the Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-26.

5. TRANSFER TO RESERVES

No amounts were proposed to be transferred to General Reserves for the period under review. The profit of Rs.208.75/- lakhs earned during the year will be retained in the company to meet the future requirements.

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

As on March 31, 2025, the Authorised share capital of the Company was Rs. 1,200/- lakhs The Paid-up Equity share capital as on March 31,2025 was 1158.54/-lakhs.

8. ESOP Grant under B2B ESOP Scheme 2024:

During the financial year 2024-25, the Company, through the B2B ESOP Trust, granted 3,02,288 stock options to eligible employees under the B2B ESOP Scheme 2024. These options were granted out of the 6,00,000 shares allocated to the Trust. Each option entitles the holder to convert it into one (1) equity share of the Company at an exercise price of Rs. 10/- (Rupees Ten Only) per option. The scheme is administered through the B2B ESOP Trust and is fully compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

9. DIVIDEND

To conserve cash for the Company''s operations, the Directors do not recommend any dividend for the year under review.

10. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 of the Companies Act, 2013, shares of the shareholders, who has not claimed dividends for a continuous period of 7 years, shall be transferred to Investor Education and Protection Fund Authority Account.

However, there are no amount/shares to be transferred to Investor Education and Protection Fund (IEPF).

11. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors reports the following material changes and commitments that have occurred between the end of the financial year i.e., March 31,2025, and the date of this Report:

I. Receipt of Significant Order

The Company has received an order from Antelope Valley Cancer Centre, Palmdale, CA for a total consideration of USD 1,000,000. The project is aimed at improving the efficiency, quality of care, and operational performance of the client''s oncology practice by leveraging advanced technologies The project is to be executed over a period of 60 months.

11. Launch of New Division - Emerging Technologies

To address the rapidly growing demand for innovative and transformative technology solutions, the Company has approved the launch of a new Division titled “Emerging Technologies.” The Division will focus on cutting-edge domains including AI, ML, Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Warehousing, Advanced Analytics, Low-code/No-code Development Tools, Cloud Migration, and Cybersecurity.

An initial capital expenditure of Rs.1 crore has been approved for this Division, to be funded from internal accruals, with provision for additional funding as may be required. The Division is expected to commence operations from September 2025 with the required infrastructure setup.

III. Changes in the Board of Directors

a. Dr. Yaramati Satyanarayana (DIN: 00360679) ceased to be the Chairman & Non-Executive - Non-Independent Director of the Company with effect from July 12, 2025.

b. Dr. Avinash Yaramati (DIN: 09804102) was appointed as an Additional Director of the Company with effect from July 12, 2025. His appointment is proposed for approval of the shareholders at the ensuing Annual General Meeting. He has been designated as the Chairman of the Company by the Board at its meeting held on August 12, 2025.

IV. Changes in Company Secretary and Compliance Officer

Mrs. Gita Usha Rani Maddukuri (Membership No. A65602) was appointed as Company Secretary and Compliance Officer of the Company with effect from April 1,2025. The Board approved her resignation at its meeting held on August 12, 2025, which will become effective from August 26, 2025.

V. Grant of Employee Stock Options

On May 19, 2025, the Nomination and Remuneration Committee of the Company granted 2,50,325 stock options to eligible employees under the B2B ESOP Scheme 2024, out of 6,00,000 shares lying in the B2B ESOP Trust. Each option is convertible into one equity share of the Company at an exercise price of Rs.10 per option. The scheme is implemented through the B2B ESOP Trust and is fully compliant with SEBI (SBEB & SE) Regulations, 2021.

12. SUBSIDIARY COMPANIES

The Company has one subsidiary as on March 31,2025, i.e., B2B Softech INC, USA

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 27 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 (“the Act”).

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the company along with separate audited financial statements of subsidiaries are placed by the Company on its website at www.b2bsoftech.com and a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014, is enclosed as Annexure-1to this report.

Statement containing the salient features of the financial statements of subsidiaries for the year ended March 31, 2025, in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure-2 to this report.

13. CORPORATE GOVERNANCE

A report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report. 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.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 (“the Listing Regulations”) is enclosed as Annexure-10.

15. DECLARATIONS OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and

b. There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA). The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields

16. 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 at least 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 March 25, 2025.

17. 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, effetiveness 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 held on 25th March 2025, performance of Non-Independent Directors and the Board 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.

18. VIGIL MECHANISM

The Company established a Whistle Blower policy & Vigil Mechanism for directors and employees to report genuine concerns pursuant to Section 177 of the Act. The vigil mechanism provides adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for conducting inquiries into whistle blower complaints received by the Company. Employees who become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors and employees, and it is also disclosed on the website of the Company https://www.b2bsoftech.com/Investors column/Whistle%20Blower%20Policy.pdf

19. CHANGES IN DIRECTORS AND KMP

i. Cessation of Independent Directors:

• Mr. Ram Babu Mutyala (DIN: 03473901) and Mr. Arumilli Rambabu (DIN: 03473906) completed their second and final term as Independent Directors of the Company with effect from March 31,2024. Consequently, they ceased to be Directors of the Company.

• Ms. Rajeswari Immani (DIN No. 07127791) ceased to be an Independent Director with effect from March 27, 2025 upon completion of her second and final term. The Board placed on record its sincere appreciation for the valuable contributions and services rendered by her during her tenure.

ii. Appointments of Independent Directors:

• Mr. Lakshmi Narayana Bolisetty (DIN: 02766709) was appointed as an Additional Director with effect from 28th June 2025. His appointment was subsequently regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, wherein he was appointed as a Non-Executive Independent Director of the Company.

• Mr. Sreeramulu Kavuri (DIN: 01999979) was appointed as an Additional Director with effect from 28^th June 2025. His appointment was also regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, and he was appointed as a Non-Executive Independent Director of the Company.

iii. Changes in Non-Executive - Non-Independent Directors:

• Mr. Chode Suresh (DIN: 03473921) ceased to be a Non-Executive - Non-Independent Director of the Company with effect from August 26, 2024.

• Mrs. Parvatha Samanth Reddy (DIN: 00141961) was appointed as an Additional Director with effect from August 26, 2024.Her appointment was subsequently regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, wherein she was appointed as a Non-Executive Non- Independent Director of the Company.

iv. Changes in Company Secretary and Compliance Officer:

• Ms. Prabhat Bhamini (Membership No. A69664), Company Secretary and Compliance Officer, resigned with effect from March 31,2025

20. DIRECTORS RETIRING BY ROTATION

Mrs. Parvatha Samanth Reddy (DIN: 00141961) retire by rotation at the ensuing Annual General Meeting and, being eligible, offers harself for re-appointment.

21. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, Seven (7) meetings of the Board of Directors were held on the following dates:

These meetings were conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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 terms and reference details of meetings held and the attendance of members during the financial year 2024-25 of Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee and are given in the Corporate Governance Report, which forms part of the Directors Report.

23. INTERNAL FINANCIAL CONTROLS

A company''s internal financial controls 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:

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

(ii) 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 authorisations of management and directors of the company.

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

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2024-25 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-2025 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.9,590,069/- 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.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Sec.188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure-4 to this report.

The policy on materiality of related party transactions and on dealing with the related party transactions as approved by the Audit committee and the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/RelatedPartyTransactionsPolicy12-08-2025.pdf

27. 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Act, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure-3 to this report.

29. PARTICULARS OF EMPLOYEES

The names and other particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure-5 to this Report.

Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 cores or more, or employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are enclosed as Annexure-6 to this Report.

30. 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.

31. ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is placed on the website of the Company at http://b2bsoftech.com/Annualreturns.html

32. 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.

The code of practices and procedures for fair disclosure of unpublished price sensitive information as approved by the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/ AmendmentCodeofPracticesandProceduresforfairdisclosureofunpblishedpricesensitiveinformation.pdf

33. 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.

34. 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.

35. STATUTORY AUDITORS & AUDITOR’S REPORT

M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants have ceased to be the statutory auditors of the company as they resigned with effect from August 12,2025. The Auditors have resigned due to pre occupations and there is no material reason for their resignation.

The Board of Directors in their meeting held on 12th August, 2025, based on the recommendation Audit Committee,

recommended to the members of the Company for appointment of M/s. M V Vijaya Kumar & Co.,(F.R.No.007890S) Chartered Accountants as the statutory auditors of the Company, in the casual vacancy caused by the resignation of M/s Jawhar & Associates, Chartered Accountants, to hold office from the conclusion of the 31^st Annual General Meeting until the conclusion of the 32^nd Annual General Meeting, at such remuneration as may be mutually agreed between the Board of directors of the Company and the statutory auditors from time to time. M/s. M V Vijaya Kumar & Co. (F.R.No.007890S), 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 on the standalone and consolidated financial statements of the Company for the financial year ended March 31,2025 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

36. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed Ms. Srijani Sarkar Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2024-25.

The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were noted by the Board and acted upon.

37. SECRETARIAL AUDIT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31,2025 is issued by M/s. DSMR & Associates, Practicing Company Secretaries, Hyderabad is enclosed as Annexure -7 to this Report.

The Board has appointed M/s. DSMR & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2024-25.

Further, the Secretarial Audit report of B2B Software Technologies Ltd, is also available on the Company''s website at https://www.b2bsoftech.com/Secretarialcompliance24A.html

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration Managerial Personnel) Rules 2014 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 including any statutory modification(s) or re-enactment(s) thereof for the time being in force and based on the re-commendation of the Audit Committee the Board of Directors of the Company recommend the appointment of M/s. DSMR & Associates a firm of Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from financial year 2025-26 to financial year 2029-30 at such terms and conditions given in the explanatory statement annexed thereto.

38. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 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 -8.

39. 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:

40. FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

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

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders were passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company''s operations in future, except as stated otherwise.

43. 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 has been approved by the Exchange operation team on October 17,2024.

By the time of approval, the promoters, on whose behalf the application was made, had already sold a significant portion of their shares in the open market. As of the approval date, Mr. Janakirama Verma Meka had sold 1,059,270 shares and held 25,000 equity shares (0.22% of the total equity shares), while Mrs. Chandralekha Meka had sold her entire holding of 40,000 equity shares.

43. MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is not applicable to your Company and accordingly such accounts and records are not made and maintained by the Company as specified.

44. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the secretarial standards issued by the Institute of Company Secretaries of India.

45. 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.

46. 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.

47. CREDIT RATING

The Company does not have debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad. Hence, disclosure in respect of list of Credit Ratings obtained by the Company is not applicable.

48. FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

49. OUTLOOK AND FUTURE PLANS

“Management Discussion and Analysis” contains a section on the Company''s outlook and future plans; the members may please refer the same on this.

50. PERFORMANCE INDICATORS FOR EVALUATION OF INDEPENDENT DIRECTORS:

Independent directors have three key roles - governance, control and guidance. Some of the performance indicators based on which the independent directors are evaluated are:

• Ability to contribute towards the overall growth of the Company

• Ability to create a brand image for the Company and assist in resolving issues, if any, whenever possible

• Contribution to strategy and other areas impacting Company''s performance.

And, in general, commitment to the fulfilment of a director''s obligations and fiduciary responsibilities. The performance evaluation of each Independent or non-executive director is done by the Board annually based on criteria specified above and the role played other than at meetings. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

51. EMPLOYEES’ STOCK OPTION SCHEME

The Company has in place the B2B Employees Stock Option Scheme, 2008 (“ESOP-2008”), which was duly approved by the members. Under the scheme, the Company had originally granted 60,000 stock options to eligible employees; however, none of these options were exercised and the shares continued to remain with the ESOP Trust.

In order to align the Scheme with the amendments to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the members, at the 30th Annual General Meeting held on 26th September 2024, approved modifications to the Scheme. Further, in the same meeting, the members approved the issue of an additional 4,00,000 equity shares under the Scheme. Accordingly, the ESOP Scheme holds a total pool of 10,00,000 stock options.

Pursuant thereto, the Nomination and Remuneration Committee has granted stock options under the Scheme in two tranches till the date of this Report, as under:

• 3,02,288 options granted on 11th February 2025

• 2,50,325 options granted on 19th May 2025

Each option is convertible into one equity share of the Company at an exercise price of Rs. 10 per option.

The Scheme is implemented through the ESOP Trust and is in compliance with the provisions of the Companies Act, 2013 and SEBI (SBEB & SE) Regulations, 2021.

The details required to be disclosed under Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Part F of Schedule - I of the SEBI (SBEB & SE) Regulations, 2021 are annexed to this Report as Annexure - 9.

It is confirmed that the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review no material changes were made to the Scheme.

52. INSURANCE

All machinery and computers of the Company have been adequately insured.

53. CRITERIA FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

The Nomination and Remuneration Committee identifies persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise and experience for the position considered for appointment. The committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

54. POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, key managerial personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Company''s executive team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is able to offer competitive remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company''s website under the web link:

https://www.b2bsoftech.com/Investors_column/NominationandRemunerationPolicy-13-11-2020.pdf

55. MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

56. AUDIT TRAIL APPLICATION (AUDIT AND AUDITORS) RULES 2014- RULE 11 OF COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31,2025 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software.

Pursuant to Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors have confirmed that the audit trail has been preserved by the Company as per the statutory requirement for record retention.

57. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014- RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of Appointment of Designated Person (Management and Administration) Rules 2014 it is essential for the company to designate a person responsible for ensuring the compliance with statutory obligations. The company has proposed and appointed Company Secretary as a Designated person in a Board Meeting and the same has been reported in the Annual Return

58. NUMBER OF EMPLOYEES

As of the financial year ended March 31, 2025, the Company reported its workforce composition by gender category as follows:

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation and thank all customers, vendors, investors, bankers, Government of India and State Governments wherever we have operations for their assistance, patronage and cooperation. The Directors also wish to place on record their appreciation for the dedicated contribution made by all employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

The Board of Directors of the Company are pleased to present the Company''s 31st annual report along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2025

1. FINANCIAL SUMMARY

A summary of the Company''s standalone and consolidated financial performance for the year ended March 31,2025, is given below:

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. REVIEW OF OPERATIONS

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.

The Company is launching a new Division for “Emerging Technologies” to address the rapidly growing demand for innovative and transformative solutions. The Division will focus on delivering cutting-edge projects in the domains such as Artificial Intelligence (AI), Machine Learning (ML), and Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Data Warehousing, Advanced Analytics, Low-code / No-code Development Tools, Cloud Migration and Cybersecurity. The initial capital expenditure for the launch of this division has been approved at ?1 crore, to be funded from internal accruals, with provision for additional funding as required. New division will commence the operations from September 2025 with the required infrastructure setup. The Company believes this strategic initiative will position the Company at the forefront of technological innovation and open new avenues for sustainable growth.

4. LISTING OF EQUITY SHARES

The securities of the Company are listed at BSE Limited (BSE) ,the Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-26.

5. TRANSFER TO RESERVES

No amounts were proposed to be transferred to General Reserves for the period under review. The profit of Rs.208.75/- lakhs earned during the year will be retained in the company to meet the future requirements.

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

As on March 31, 2025, the Authorised share capital of the Company was Rs. 1,200/- lakhs The Paid-up Equity share capital as on March 31,2025 was 1158.54/-lakhs.

8. ESOP Grant under B2B ESOP Scheme 2024:

During the financial year 2024-25, the Company, through the B2B ESOP Trust, granted 3,02,288 stock options to eligible employees under the B2B ESOP Scheme 2024. These options were granted out of the 6,00,000 shares allocated to the Trust. Each option entitles the holder to convert it into one (1) equity share of the Company at an exercise price of Rs. 10/- (Rupees Ten Only) per option. The scheme is administered through the B2B ESOP Trust and is fully compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

9. DIVIDEND

To conserve cash for the Company''s operations, the Directors do not recommend any dividend for the year under review.

10. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 of the Companies Act, 2013, shares of the shareholders, who has not claimed dividends for a continuous period of 7 years, shall be transferred to Investor Education and Protection Fund Authority Account.

However, there are no amount/shares to be transferred to Investor Education and Protection Fund (IEPF).

11. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors reports the following material changes and commitments that have occurred between the end of the financial year i.e., March 31,2025, and the date of this Report:

I. Receipt of Significant Order

The Company has received an order from Antelope Valley Cancer Centre, Palmdale, CA for a total consideration of USD 1,000,000. The project is aimed at improving the efficiency, quality of care, and operational performance of the client''s oncology practice by leveraging advanced technologies The project is to be executed over a period of 60 months.

11. Launch of New Division - Emerging Technologies

To address the rapidly growing demand for innovative and transformative technology solutions, the Company has approved the launch of a new Division titled “Emerging Technologies.” The Division will focus on cutting-edge domains including AI, ML, Large Language Models (LLM), Agentic Chatbots, Blockchain Technologies, Robotic Process Automation (RPA), Digital Workflow Transformation, Data Mining and Warehousing, Advanced Analytics, Low-code/No-code Development Tools, Cloud Migration, and Cybersecurity.

An initial capital expenditure of Rs.1 crore has been approved for this Division, to be funded from internal accruals, with provision for additional funding as may be required. The Division is expected to commence operations from September 2025 with the required infrastructure setup.

III. Changes in the Board of Directors

a. Dr. Yaramati Satyanarayana (DIN: 00360679) ceased to be the Chairman & Non-Executive - Non-Independent Director of the Company with effect from July 12, 2025.

b. Dr. Avinash Yaramati (DIN: 09804102) was appointed as an Additional Director of the Company with effect from July 12, 2025. His appointment is proposed for approval of the shareholders at the ensuing Annual General Meeting. He has been designated as the Chairman of the Company by the Board at its meeting held on August 12, 2025.

IV. Changes in Company Secretary and Compliance Officer

Mrs. Gita Usha Rani Maddukuri (Membership No. A65602) was appointed as Company Secretary and Compliance Officer of the Company with effect from April 1,2025. The Board approved her resignation at its meeting held on August 12, 2025, which will become effective from August 26, 2025.

V. Grant of Employee Stock Options

On May 19, 2025, the Nomination and Remuneration Committee of the Company granted 2,50,325 stock options to eligible employees under the B2B ESOP Scheme 2024, out of 6,00,000 shares lying in the B2B ESOP Trust. Each option is convertible into one equity share of the Company at an exercise price of Rs.10 per option. The scheme is implemented through the B2B ESOP Trust and is fully compliant with SEBI (SBEB & SE) Regulations, 2021.

12. SUBSIDIARY COMPANIES

The Company has one subsidiary as on March 31,2025, i.e., B2B Softech INC, USA

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 27 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 (“the Act”).

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the company along with separate audited financial statements of subsidiaries are placed by the Company on its website at www.b2bsoftech.com and a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014, is enclosed as Annexure-1to this report.

Statement containing the salient features of the financial statements of subsidiaries for the year ended March 31, 2025, in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure-2 to this report.

13. CORPORATE GOVERNANCE

A report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report. 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.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 (“the Listing Regulations”) is enclosed as Annexure-10.

15. DECLARATIONS OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and

b. There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA). The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields

16. 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 at least 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 March 25, 2025.

17. 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, effetiveness 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 held on 25th March 2025, performance of Non-Independent Directors and the Board 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.

18. VIGIL MECHANISM

The Company established a Whistle Blower policy & Vigil Mechanism for directors and employees to report genuine concerns pursuant to Section 177 of the Act. The vigil mechanism provides adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for conducting inquiries into whistle blower complaints received by the Company. Employees who become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors and employees, and it is also disclosed on the website of the Company https://www.b2bsoftech.com/Investors column/Whistle%20Blower%20Policy.pdf

19. CHANGES IN DIRECTORS AND KMP

i. Cessation of Independent Directors:

• Mr. Ram Babu Mutyala (DIN: 03473901) and Mr. Arumilli Rambabu (DIN: 03473906) completed their second and final term as Independent Directors of the Company with effect from March 31,2024. Consequently, they ceased to be Directors of the Company.

• Ms. Rajeswari Immani (DIN No. 07127791) ceased to be an Independent Director with effect from March 27, 2025 upon completion of her second and final term. The Board placed on record its sincere appreciation for the valuable contributions and services rendered by her during her tenure.

ii. Appointments of Independent Directors:

• Mr. Lakshmi Narayana Bolisetty (DIN: 02766709) was appointed as an Additional Director with effect from 28th June 2025. His appointment was subsequently regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, wherein he was appointed as a Non-Executive Independent Director of the Company.

• Mr. Sreeramulu Kavuri (DIN: 01999979) was appointed as an Additional Director with effect from 28^th June 2025. His appointment was also regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, and he was appointed as a Non-Executive Independent Director of the Company.

iii. Changes in Non-Executive - Non-Independent Directors:

• Mr. Chode Suresh (DIN: 03473921) ceased to be a Non-Executive - Non-Independent Director of the Company with effect from August 26, 2024.

• Mrs. Parvatha Samanth Reddy (DIN: 00141961) was appointed as an Additional Director with effect from August 26, 2024.Her appointment was subsequently regularised and approved by the shareholders at the Annual General Meeting held on 26^th September 2025, wherein she was appointed as a Non-Executive Non- Independent Director of the Company.

iv. Changes in Company Secretary and Compliance Officer:

• Ms. Prabhat Bhamini (Membership No. A69664), Company Secretary and Compliance Officer, resigned with effect from March 31,2025

20. DIRECTORS RETIRING BY ROTATION

Mrs. Parvatha Samanth Reddy (DIN: 00141961) retire by rotation at the ensuing Annual General Meeting and, being eligible, offers harself for re-appointment.

21. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, Seven (7) meetings of the Board of Directors were held on the following dates:

These meetings were conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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 terms and reference details of meetings held and the attendance of members during the financial year 2024-25 of Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee and are given in the Corporate Governance Report, which forms part of the Directors Report.

23. INTERNAL FINANCIAL CONTROLS

A company''s internal financial controls 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:

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

(ii) 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 authorisations of management and directors of the company.

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

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2024-25 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-2025 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.9,590,069/- 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.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Sec.188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure-4 to this report.

The policy on materiality of related party transactions and on dealing with the related party transactions as approved by the Audit committee and the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/RelatedPartyTransactionsPolicy12-08-2025.pdf

27. 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Act, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure-3 to this report.

29. PARTICULARS OF EMPLOYEES

The names and other particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure-5 to this Report.

Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 cores or more, or employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are enclosed as Annexure-6 to this Report.

30. 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.

31. ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is placed on the website of the Company at http://b2bsoftech.com/Annualreturns.html

32. 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.

The code of practices and procedures for fair disclosure of unpublished price sensitive information as approved by the Board of directors is placed on the website of the Company at https://www.b2bsoftech.com/Investors_column/ AmendmentCodeofPracticesandProceduresforfairdisclosureofunpblishedpricesensitiveinformation.pdf

33. 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.

34. 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.

35. STATUTORY AUDITORS & AUDITOR’S REPORT

M/s. Jawahar and Associates (F.R. No: 0012815) Chartered Accountants have ceased to be the statutory auditors of the company as they resigned with effect from August 12,2025. The Auditors have resigned due to pre occupations and there is no material reason for their resignation.

The Board of Directors in their meeting held on 12th August, 2025, based on the recommendation Audit Committee,

recommended to the members of the Company for appointment of M/s. M V Vijaya Kumar & Co.,(F.R.No.007890S) Chartered Accountants as the statutory auditors of the Company, in the casual vacancy caused by the resignation of M/s Jawhar & Associates, Chartered Accountants, to hold office from the conclusion of the 31^st Annual General Meeting until the conclusion of the 32^nd Annual General Meeting, at such remuneration as may be mutually agreed between the Board of directors of the Company and the statutory auditors from time to time. M/s. M V Vijaya Kumar & Co. (F.R.No.007890S), 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 on the standalone and consolidated financial statements of the Company for the financial year ended March 31,2025 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

36. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the Company has appointed Ms. Srijani Sarkar Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2024-25.

The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were noted by the Board and acted upon.

37. SECRETARIAL AUDIT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31,2025 is issued by M/s. DSMR & Associates, Practicing Company Secretaries, Hyderabad is enclosed as Annexure -7 to this Report.

The Board has appointed M/s. DSMR & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2024-25.

Further, the Secretarial Audit report of B2B Software Technologies Ltd, is also available on the Company''s website at https://www.b2bsoftech.com/Secretarialcompliance24A.html

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration Managerial Personnel) Rules 2014 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 including any statutory modification(s) or re-enactment(s) thereof for the time being in force and based on the re-commendation of the Audit Committee the Board of Directors of the Company recommend the appointment of M/s. DSMR & Associates a firm of Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from financial year 2025-26 to financial year 2029-30 at such terms and conditions given in the explanatory statement annexed thereto.

38. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 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 -8.

39. 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:

40. FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

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

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material orders were passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company''s operations in future, except as stated otherwise.

43. 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 has been approved by the Exchange operation team on October 17,2024.

By the time of approval, the promoters, on whose behalf the application was made, had already sold a significant portion of their shares in the open market. As of the approval date, Mr. Janakirama Verma Meka had sold 1,059,270 shares and held 25,000 equity shares (0.22% of the total equity shares), while Mrs. Chandralekha Meka had sold her entire holding of 40,000 equity shares.

43. MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is not applicable to your Company and accordingly such accounts and records are not made and maintained by the Company as specified.

44. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the secretarial standards issued by the Institute of Company Secretaries of India.

45. 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.

46. 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.

47. CREDIT RATING

The Company does not have debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad. Hence, disclosure in respect of list of Credit Ratings obtained by the Company is not applicable.

48. FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

49. OUTLOOK AND FUTURE PLANS

“Management Discussion and Analysis” contains a section on the Company''s outlook and future plans; the members may please refer the same on this.

50. PERFORMANCE INDICATORS FOR EVALUATION OF INDEPENDENT DIRECTORS:

Independent directors have three key roles - governance, control and guidance. Some of the performance indicators based on which the independent directors are evaluated are:

• Ability to contribute towards the overall growth of the Company

• Ability to create a brand image for the Company and assist in resolving issues, if any, whenever possible

• Contribution to strategy and other areas impacting Company''s performance.

And, in general, commitment to the fulfilment of a director''s obligations and fiduciary responsibilities. The performance evaluation of each Independent or non-executive director is done by the Board annually based on criteria specified above and the role played other than at meetings. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

51. EMPLOYEES’ STOCK OPTION SCHEME

The Company has in place the B2B Employees Stock Option Scheme, 2008 (“ESOP-2008”), which was duly approved by the members. Under the scheme, the Company had originally granted 60,000 stock options to eligible employees; however, none of these options were exercised and the shares continued to remain with the ESOP Trust.

In order to align the Scheme with the amendments to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the members, at the 30th Annual General Meeting held on 26th September 2024, approved modifications to the Scheme. Further, in the same meeting, the members approved the issue of an additional 4,00,000 equity shares under the Scheme. Accordingly, the ESOP Scheme holds a total pool of 10,00,000 stock options.

Pursuant thereto, the Nomination and Remuneration Committee has granted stock options under the Scheme in two tranches till the date of this Report, as under:

• 3,02,288 options granted on 11th February 2025

• 2,50,325 options granted on 19th May 2025

Each option is convertible into one equity share of the Company at an exercise price of Rs. 10 per option.

The Scheme is implemented through the ESOP Trust and is in compliance with the provisions of the Companies Act, 2013 and SEBI (SBEB & SE) Regulations, 2021.

The details required to be disclosed under Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Part F of Schedule - I of the SEBI (SBEB & SE) Regulations, 2021 are annexed to this Report as Annexure - 9.

It is confirmed that the Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review no material changes were made to the Scheme.

52. INSURANCE

All machinery and computers of the Company have been adequately insured.

53. CRITERIA FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

The Nomination and Remuneration Committee identifies persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise and experience for the position considered for appointment. The committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

54. POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors, key managerial personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Company''s executive team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company.

The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is able to offer competitive remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company''s website under the web link:

https://www.b2bsoftech.com/Investors_column/NominationandRemunerationPolicy-13-11-2020.pdf

55. MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

56. AUDIT TRAIL APPLICATION (AUDIT AND AUDITORS) RULES 2014- RULE 11 OF COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of accounts for the financial year ended March 31,2025 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software.

Pursuant to Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors have confirmed that the audit trail has been preserved by the Company as per the statutory requirement for record retention.

57. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014- RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of Appointment of Designated Person (Management and Administration) Rules 2014 it is essential for the company to designate a person responsible for ensuring the compliance with statutory obligations. The company has proposed and appointed Company Secretary as a Designated person in a Board Meeting and the same has been reported in the Annual Return

58. NUMBER OF EMPLOYEES

As of the financial year ended March 31, 2025, the Company reported its workforce composition by gender category as follows:

ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation and thank all customers, vendors, investors, bankers, Government of India and State Governments wherever we have operations for their assistance, patronage and cooperation. The Directors also wish to place on record their appreciation for the dedicated contribution made by all employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

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)

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.

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:

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

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

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

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

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

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