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Adroit Infotech Ltd.

BSE: 532172 Sector: IT
NSE: ADROITINFO ISIN Code: INE737B01033
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OPEN 14.65
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VOLUME 3707
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OPEN 14.65
CLOSE 15.40
VOLUME 3707
52-Week high 19.94
52-Week low 7.69
P/E
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adroit Infotech Ltd. (ADROITINFO) - Director Report

Company director report

Dear Members

Adroit Infotech Limited Hyderabad.

Your Directors have great pleasure in presenting their 32nd AnnualReport on the Business and Operations of your Company ('the Company' or 'AIL') along withthe audited financial statements for the Financial Year ended March 31 2022. TheConsolidated Performance of your Company and its subsidiaries has been referred towherever required.

FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the Financial Year ended March 312022 is as under:

Results of our operations and state of affairs.

(Rupees in Lakhs)

Particulars Consolidated Standalone
2020-2021 2021-2022 2020-2021 2021-2022
Total Income 707.29 648.60 707.29 648.60
Profit before Financial Cost Depreciation Taxation and Exceptional items 272.47 193.16 272.47 193.16
Less:
Financial Cost 18.23 17.20 18.23 17.20
Depreciation and Amortization Expenses 109.21 108.49 109.21 108.49
Profit/(Loss) before tax & Exceptional Items 142.31 6.69 142.31 6.69
Less:
Exceptional items/Extra Ordinary Items 142.31 6.69 142.31 6.69
Profit/(Loss) before tax 2.72 60.77 2.72 60.77
Less: Tax expenses 3.27 - 3.27 -
Profit before Minority Interest -0.49 61.86 -0.49 61.86
Less: Minority Interest 0 0 0 0
Profit/(Loss) after tax -0.49 61.86 -0.49 61.86

DIVIDEND:

Your directors have not recommended any dividend for this financialyear 2021-2022.

REVIEW OF OPERATIONS:

During the year under review your Company achieved consolidatedrevenue of Rs. 648.60 Lakhs as against revenue of Rs. 707.29 Lakhs in the previous fiscal.Consolidated EBITDA of Rs. 193.46Lakhs as against Rs. 272.47 Lakhs of previous year.

At standalone level your Company recorded revenue of Rs 648.60 Lakhsagainst a revenue of Rs.707.29 Lakhs in the previous year EBITDA of Rs. 193.46 Lakhs asagainst Rs272.47 Lakhs of previous year

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

Due to the adverse business scenario created by the COVID-19 pandemicthe the Company has suffered losses and the business has been impacted. However the Boardis making efforts to mitigate the adverse effects and equilibrate the business operations.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of the Company during theyear.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

There are no material changes and commitments affecting the financialposition of the Company which occurred between the end of the Financial Year to which theFinancial Statements relate and the date of the report.

IMPACT OF COVID-19 ON BUSINESS:

COVID-19 pandemic which started about 27 (Twenty Seven) months backimpacted almost everyone and your Company was no exception. There were challenges aroundmovement of people and all the business operations were also impacted due to lockdown andvarious restrictions issued by Central and State Government. Our team accepted thesituation as a challenge and solved the issues one by one to ensure that your Company isable to revive its business operations at the earliest.

DEPOSITS:

Your Company has not accepted any deposits falling within the meaningof section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 during the Financial Year under review and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves during theFinancial Year ended March 31 2022.

FUTURE OUTLOOK:

The future prospects of the Company and industry outlook are given inthe Management Discussion and analysis report.

SHARE CAPITAL:

During the year under review the Authorized Share Capital of theCompany is Rs. 394150000/- (Rupees Thirty Nine Crores Forty One Lakhs Fifty Thousandonly) divided into 39415000 (Three Crore Ninety Four Lakhs Fifteen Thousand) EquityShares of Rs.10/- (Rupees Ten) each.

The Issued Subscribed and Paid-up Capital of the Company as on March31 2022 is Rs. 182673720/- (Rupees Eighteen Crores Twenty Six Lakhs Seventy ThreeThousand Seven Hundred and Twenty only) divided into 18267372 (One Crore Eighty TwoLakhs Sixty Seven Thousand Three Hundred and Seventy Two) Equity shares of Rs.10/- (RupeesTen) each.

The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a) (ii) of the Act read with Rule4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished

CONSOLIDATED FINANCIAL STATEMENTS (CFS):

The Consolidated Financial Statements of your Company for the financialyear 2021-2022 are prepared in compliance with applicable provisions of the Companies Act2013 read with the Rules issued thereunder applicable Accounting Standards and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as the "Listing Regulations"). The consolidatedfinancial statements have been prepared on the basis of audited financial statements ofyour Company its subsidiaries as approved by the respective Board of Directors.

The CFS should therefore be read in conjunction with the directors'report financial notes cash flow statements and the individual auditor reports of thesubsidiaries.

Pursuant to provisions of section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company'ssubsidiaries is attached to the financial statements of the Company.

ABRIDGED ANNUAL ACCOUNTS:

Pursuant to the provisions of the first proviso to Section 136(1) ofthe Act and Rule 10 of Companies (Accounts) Rules 2014 the abridged annual accounts arebeing sent to all shareholders whose e-mail id's are not registered with the Company. Thefull annual report is available on the website of your Company at www.adroitinfotech.comand available for inspection at the registered office of the Company during working hours.Any member interested in obtaining the full annual report may write to the CompanySecretary and the same will be furnished on request

SUBSIDIARIES COMPANIES:

The Company has 1 subsidiary Company as on March 31 2022. There are noassociate or joint venture companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). There has been no material change in the nature of thebusiness of the subsidiaries.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company https://www.adroitinfotech.com/investor-relations.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) and 134(5) of theCompanies Act 2013 with respect to the Directors' Responsibility Statement relating tothe Company (Standalone) your board of directors to the best of their knowledge andability confirm that:

a) That in the preparation of the annual accounts for the financialyear ended March 31 2022 the applicable accounting standards had been followed alongwith proper explanation relating to material departure;

b) That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2022 and of the profit and loss of the Company for the financial year endedMarch 31 2022;

c) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a 'goingconcern' basis

e) That the Directors laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively; and

f) That the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during Financial Year 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstancesaffecting their status as independent directors of the Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 31 2022 are:

S.NO. NAME DESIGNATION
1. Mr. Sudhakiran Reddy Sunkerneni Managing Director
2. Mr. Mohammed Salam Chief Financial Officer
3. Ms. Suchita Dugar Company Secretary and Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Sunder Raj NyayapathiMs. Sunitha Kuchakulla and Mr. Patlola Venkat Lakshma Reddy Independent Directors of theCompany to the effect that they are meeting the criteria of independence as provided inSub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) and 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operationsand businesses. Interaction with the Business heads and key executives of the Company isalso facilitated. Detailed presentations on important policies of the Company is also madeto the directors. Direct meetings with the Chairman is further facilitated to familiarizethe incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme held in Financial Year 2021-22are also disclosed on the Company's website at http://adroitinfotech.com/policies.html

MEETINGS OF THE BOARD AND COMMITTEES:

The Board of Directors duly met six (6) times during the FinancialYear. The dates on which the meetings were held are 23/04/2021 23/06/202127/07/202103/11/2021 09/12/2021 and 21/01/2022. For further details on the meetings and theattendance of directors/members please refer report on Corporate Governance of thisAnnual Report.

The intervening gap between the Meetings was within the period of 120(One Hundred and Twenty) days as prescribed under the Companies Act 2013.

The number of meetings attended by the Directors during the FinancialYear 2021-22 is as follows:

Date of Board S.No. Meeting No. of Directors entitled to attend No. of Directors who attended % of their attendance
1. 23/04/2021 6 6 100
2. 23/06/2021 6 6 100
3. 27/07/2021 6 6 100
4. 03/11/2021 6 6 100
5. 09/12/2021 6 6 100
6. 21/01/2022 6 6 100

CONSTITUTION OF COMMITTEES:

I. AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section177 of the Companies Act 2013 and is in accordance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015: Composition and scope of Audit Committee isprovided under the Corporate Governance report annexed herewith.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committeeis duly constituted as per Section 178 of the Companies Act 2013 and in accordance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Composition andscope of Nomination & Remuneration Committee cum Compensation Committee is providedunder the Corporate Governance report annexed herewith.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per theprovisions of the Companies Act 2013 and is in accordance with SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015: Composition and scope of StakeholdersRelationship Committee is provided under the Corporate Governance report annexed herewith.

SECRETARIAL STANDARDS:

The Company has duly complied with the applicable SecretarialStandards i.e SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and'General Meetings' respectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015 the Board of Directors has carried out an annual performance evaluationof their own the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Committees. The manner in which theevaluation has been carried out has been explained hereunder.

A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and non-executivedirectors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. At the board meeting that followed the meeting of the independent directors andmeeting of Nomination and Remuneration Committee the performance of the Board itsCommittees and individual directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the independent directorbeing evaluated.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Act read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The remuneration paid to your Directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 (including anystatutory modification(s) or re-enactment(s) for the time being inforce). The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this report.

The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2021-2022 andpercentage increase in remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2021-2022 are as under:

The median remuneration is Rs. 600000 P.A. and the percentageincrease in the median remuneration of employees in the financial year is Nil%.

The number of permanent employees on the rolls of company as on March31 2022: 09

It is hereby affirmed that the remuneration paid is as per theRemuneration Policy of the Company.

The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as below:

Details of Employee/s throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than 10200000: NIL

Details of for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan Rs. 850000 per month: NIL

Average percentile increases already made in the salaries of employeesother than the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration

The average annual increase was 6 percent in India. However during thecourse of the year the total increase is approximately 7.7 percent after accounting forpromotions and other event-based compensation revisions. The increase in remuneration isin line with the market trends in the respective countries.

Affirmation that the remuneration is as per the remuneration policy ofthe Company:

The Company affirms that the remuneration is as per the remunerationpolicy of the Company.

REMUNERATION POLICY:

Your Directors have on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement Personnel and their remuneration. The Remuneration Policy forms part of theCorporate Governance Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 forms part of the Financial Statements.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 a Vigil Mechanism for directorsand employees to report genuine concerns about any instance of any irregularity unethicalpractice and/or misconduct has been established. Further the details as aforesaid areavailable on the website of your company at www.adroitinfotech.com.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the area offinancial risks and controls. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Thedevelopment and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has established and maintained a framework of internalfinancial controls and compliance systems. Based on the same and the work performed by theinternal auditors statutory auditors and external agencies and the reviews performed byTop Management team and the Audit Committee your Directors are of the opinion that yourCompany's Internal Financial Controls were adequate and effective during the financialyear 2021-2022.

Further the statutory auditors of your company have also issued anattestation report on internal control over financial reporting (as defined in section 143of Companies Act 2013) for the financial year ended March 31 2022 which forms part tothe Statutory Auditors Report.

TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. The information on transactions with related parties pursuantto Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are given is Annexure in

Form No. AOC-2 and the same forms part of this report.

AUDITORS':

A. STATUTORY AUDITORS:

At the twenty-ninth AGM held on September 30 2019 the Members approvedappointment of M/s. Niranjan & Narayan Chartered Accountants (Firm Registration No.005899S) as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the thirty-forth AGM subject toratification of their appointment by Members at every AGM if so required under the Act.The requirement to place the matter relating to appointment of auditors for ratificationby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018. But due to the health ground of the auditor they are resigningfrom the Board thus we are appointing new Auditor. Details of the same has been includedin the Notice for this AGM.

B. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed Ms. Charu Golash- Practising Company Secretaries to undertake theSecretarial Audit of your Company. The Secretarial Audit Report submitted by Ms. CharuGolash Practising Company Secretaries is enclosed as Annexure - A to this report.

Further Practising Company Secretaries/Chartered Accountants carriesout Reconciliation of Share Capital Audit every quarter and the report thereon issubmitted to the Stock Exchanges.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR:

There have been no instances of fraud reported by the Auditors of theCompany under Section 143(12) of the Companies Act 2013 and the Rules framed there undereither to the Company or to the Central Government.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORT:

a. STATUTORY AUDITOR'S REPORT:

The Board has duly reviewed the Statutory Auditor's Report on theAccounts for the year ended March 31 2022 and has noted the reservation qualification oradverse remarks made by them. The Explanations or comments by the Board on qualificationsmade by the Statutory Auditor are as under: No qualifications are made by the StatutoryAuditor in the Audit Report.

b. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Auditor's Report for theyear ended March 31 2022 and has noted the reservation qualification or adverse remarksmade by them. The Explanations or comments by the Board on qualifications made by theSecretarial Auditor are as under: No qualifications are made by the Secretarial Auditor inthe Report.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies read withrules made there under the Board has appointed M/s. P R Chandra & Co CharteredAccountants as Internal Auditor of the Company for the Financial Year 2021-2022.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribedunder sub-section (1) of Section 148 of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the integrated Management Discussion and Analysisincluding the Business Responsibility Report are attached which forms part of thisreport.

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

EXTRACT OF ANNUAL RETURN:

Annual Return as at March 31 2022 is placed on the Company's websiteat http://www.adroitinfotech.com/news-room.html. By virtue of amendment to Section 92(3)of the Companies Act 2013 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of the Board's Report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for theFinancial Year 2021-22 to BSE Limited as well as National Stock Exchange of India Limitedwhere the Company's Shares are listed.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandated the formulation of certain policies for all listed companies. All thepolicies are available on our website http://www.adroitinfotech.com/policies.html. Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The Company is in the business of development of Information Technologyand does not require large quantities of energy. However wherever possible energy savingefforts are made.

b) Technology Absorption:

We firmly believe that technology is the genesis of innovative businesspractices which in turn enable the organization to carry out business effectively andefficiently. Even though the Information Technology industry is technology intensive webelieve that there is an increasing need to mechanize the processes involved in order tominimize costs and increase efficiency. We intend to make investments in innovativetechniques for this regard.

c) Foreign Exchange earnings and outgo:

The particulars of earning and expenditure in foreign exchange duringthe year are given as additional information in note no. 31 in Notes on FinancialStatements.

S.No Foreign exchange earnings and outgo FY. 2021 FY. 2022
A Foreign exchange earnings 515.40 578.47
B CIF Value of imports 0 0
C Expenditure in foreign currency 0 0

CORPORATE GOVERNANCE:

Your Company is committed to maintain the high standards of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India. The Report on corporate governance as stipulated under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations2015 forms part of the Annual Report and is annexed as Annexure - C.

The requisite certificate from the Practicing Company Secretaryconfirming compliance with the conditions of corporate governance as stipulated under theaforesaid Regulations is part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

The Management Discussion and Analysis Report for the financial yearunder review as stipulated under Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 is presented in aseparate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circularCIR/CFD/DIL/8/2012 dated August 13 2012 has mandated the inclusion of BRR as part of theAnnual Report for the top 100 listed entities based on their market capitalization on BSELimited and National Stock Exchange of India Limited as at March 31 2022. In view of therequirements specified the Company is not mandated for the providing the BRR and hence itdoes not form a part of this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016):

There is no proceeding pending under the Insolvency and BankruptcyCode 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review there was no instance of onetimesettlement with any Bank or Financial Institution.

GENERAL:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during thefinancial year under review:

1) Issue of equity shares with differential rights as to dividendvoting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of yourCompany under any scheme save and except ESOS referred to in this Report.

3) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company?s operations infuture.

4) During the year under review there were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

5) During the year under review your company has not declared anydividend neither has transferred any amount to reserves.

6) Non-applicability of Corporate Social Responsibility under Section135 of the Companies Act 2013.

7) There were no qualifications mentioned by the Auditors in theirreport.

8) The policies as framed by the company is available on the web linkas provided hereunder: http://www.adroitinfotech.com/policies-our-company.html

ACKNOWLEDGMENT:

The Directors thank the Company's employees customers vendorsinvestors Banks Financial Institutions and other business partners for their continuoussupport. The Directors also thank the Government of India Governments of various statesin India and concerned Government departments and agencies for their co-operationextended by them to your company. The Directors appreciate and value the contribution madeby every member of the Adroit family.

BY ORDER OF THE BOARD
for ADROIT INFOTECH LIMITED
Sd/- Sudhakiran Sunkerneni Reddy
Place: Hyderabad Managing Director
Date: 21.05.2022 (DIN: 001436242)

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