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AXISCADES Technologies Ltd.

BSE: 532395 Sector: IT
NSE: AXISCADES ISIN Code: INE555B01013
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OPEN 140.00
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VOLUME 11657
52-Week high 177.50
52-Week low 63.75
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Mkt Cap.(Rs cr) 520
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OPEN 140.00
CLOSE 142.40
VOLUME 11657
52-Week high 177.50
52-Week low 63.75
P/E
Mkt Cap.(Rs cr) 520
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AXISCADES Technologies Ltd. (AXISCADES) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 31st Annual Report on the business andoperations of the Company together with the Financial Statement of the Company for thefinancial year (FY) ended March 31 2021. The Consolidated performance of the Company andits subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs Lakhs)
Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Total income 13516.58 23475.01 53830.73 68048.18
Total expenditure (before interest & depreciation) 12583.93 20335.25 45984.65 58121.19
Earnings before interest depreciation amortization and extra ordinary items 932.65 3139.76 7846.08 9926.99
Interest & finance charges 1500.77 1893.31 2250.40 2830.39
Depreciation & amortization 1202.59 1346.94 2598.58 3273.78
Earnings/before Tax and Exceptional Items (1770.71) (100.49) 2997.10 3822.82
Share in net profit/(Loss) of associate - - 44.76 15.72
Exceptional item (4645.10) - (4079.80) 0.00
Profit/(Loss) before Tax (PBT) (6145.81) (100.49) (1037.94) 3838.54
Provision for Tax – Current & Deferred (91.00) 347.83 1082.61 809.03
Net Profit/(Loss) after Tax (PAT) (6324.81) (448.32) (2120.55) 3029.51
Minority Interest - - 45.84 54.10
Profit/(loss) for the period (6324.81) (448.32) (2166.39) 2975.41

PERFORMANCE REVIEW

During the last Financial year the Company faced challenges in its key vertical i.e.in aerospace heavy engineering industrial products and auto industry due to Covid 19.The Company saw improvement in its key vertical from Q4FY21 onwards. The Engineeringservices revenue has shown improvement from Q4FY21 onwards and the company is expected toperform better in FY22 compared to FY21. The Strategic Technologies vertical was impactedmainly due to disruption in supply chain due to Covid. The company is expected to showpositive momentum with the conversions of defence contracts and expectation of key wins inFY22. The Management has implemented various cost reduction initiatives and the impact ofthese measures are already visible. The Company is also recovering from the impact ofCOVID pandemic.

FINANCIAL HIGHLIGHTS – STANDALONE

Total Income decreased by 42.42% in 2020 21. EBIDTA decreased by 70.30 % to Rs 932.65lacs in 2020 21. Loss before tax and exceptional items is Rs 1770.71 lacs in 2020 21. Netloss after tax is Rs 6324.81 lacs in 2020 21.

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Total Income decreased by 20.89 % to Rs 53830.73 lacs in 2020 21. EBIDTA decreased by20.96 % to Rs 7846.08 lacs in 2020 21. Profit before tax and exceptional items decreasedfrom Rs 3838.54 lacs to 3041.86 in 2020 21. Net Profit/(loss) after tax before minorityinterest decreased by 156.77 % to Rs 1747.07 lacs in 2020 21.

RESERVES

The Company has not transferred any amount to its reserves for the

Financial Year ended March 31 2021.

DIVIDEND

Considering need for conservation of funds for catering to the growth plans of theCompany your Directors consider it expedient to pass over dividend for 2020 21.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Investments loans or guarantees covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in the Annual Report. Thedetails if any form part of Annexure 1 AOC 2.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits and as such no amount onaccount of principal or interest on public deposits under Section 73 of the Companies Act2013 read with Companies (Acceptance of Deposits) Rules 2014 was outstanding as on thedate of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The Company's shares are listed on BSE Limited (BSE) and National Stock Exchange ofIndia Limited (NSE). Stock performance and stock data are furnished in the section onCorporate Governance. During the financial year the Company has not issued any shares andtherefore there is no change in the Share Capital of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 are furnished in the prescribed form AOC 2 as AnnexureI to this Report. All transactions with the related parties during the financial yearwere in the ordinary course of business. The transactions have been approved by the AuditCommittee and the Board if required. Your attention is drawn to the Notes to thefinancial statement. The Company has not entered into any transaction with related partieswhich can be considered material in accordance of with the policy of the Company onmaterial related party transactions formulated as per the requirements of Regulations. ThePolicy on materiality and dealing with related party transactions formulated and approvedby the Board is posted on the website of the Company and is accessible atwww.axiscades.com

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany occurred between the financial year end and the date of this report. However theCompany has agreed to acquire Mistral Solutions Pvt. Ltd. (MSPL) in a phased manner whereby in phase I (which was completed on 15th

December 2017) it acquired 43% stake in MSPL by way of share acquisition from itsexisting shareholders and in Phase II by way of Scheme of Amalgamation of the ShareholderCompany of MSPL. The National Company Law Tribunal Bengaluru Bench at Bengaluru videtheir Order dated March 8 2019 has approved the Scheme of Amalgamation of Explosoft TechSolutions Private Limited with AXISCADES Engineering Technologies Limited and theirrespective shareholders. The Scheme has also been filed with the National Company LawTribunal Mumbai for approval.

Pending necessary approval from NCLT Mumbai Bench no effect is given to aforesaidscheme of amalgamation.

During the quarter ended June 30 2020 the shareholders of MSPL have demanded fordischarge of purchase consideration of Phase II of SPA aggregating Rs 7213 lakhs as thescheme of merger has not yet been approved. The shareholders have also demanded aninterest of Rs 1431 lakhs at the rate of 12% per annum on account of delay in payment ofthe aforesaid purchase consideration. The Company believes that Explosoft did not takesteps that were required by Explosoft to diligently prosecute the application for mergerbefore the NCLT Mumbai so as to bring it to completion and accordingly the claim forinterest by Explosoft is not tenable.

The Company has initiated arbitration proceedings against shareholders of MSPL and MSPLand the Arbitral Tribunal vide its interim order dated August 28 2020 has asked tomaintain the status quo with respect to shareholding in MSPL and has ordered shareholdersof Mistral not to seek dismissal or rejection of abovementioned application for mergertill further orders are issued by the Arbitral Tribunal. Additionally both the partiesare ordered to maintain status quo with respect to the existing constitution of the Boardof Directors of MSPL. The matter is pending before the Arbitral Tribunal and the finaloutcome of the matter is not known currently.

Further the Company's name stands changed to AXISCADES

Technologies Limited w.e.f. November 10 2020.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing and Disclosure Requirements) Regulation 2015 a detailed chapter onManagement discussion and analysis highlighting the Company's strategy businessenvironment operations performance risks and outlook is provided separately in thisAnnual Report.

BUSINESS STRUCTURE

SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

1 AXISCADES Inc. Peoria Illinois USA 100%
2 AXISCADES UK Ltd. Leicestershire UK 100% shares held by AXISCADES Inc.
3 AXISCADES Technology Canada Inc. Montreal Quebec Canada 100%
4 Axis Mechanical Engineering Design (Wuxi) Co Ltd. Wuxi City China 100%
5. AXISCADES GmbH Germany 100%
6. Mistral Solutions Inc. USA 100% shares held by Mistral Solutions Pvt. Ltd.
7. Mistral Solutions PTE Ltd. Singapore 100% shares held by Mistral Solutions Pvt. Ltd.

Indian Subsidiaries

Sl. No Name of the subsidiary Location/Country %age Shareholding
1 Cades Studec Technologies (India) Pvt. Ltd. (CSTI) Bengaluru India 76%
2. AXISCADES Aerospace & Technologies Pvt. Ltd. (ACAT) Bengaluru India 100%
3. AXISCADES Aerospace Infrastructure Pvt. Ltd. (AAIPL) Bengaluru India 100 % shares are held by ACAT
4. Enertec Controls Limited (ECL) Bengaluru India 51.84 % is held by ACAT and 48.16% by AAIPL
5. Mistral Solutions Pvt. Ltd. Bengaluru India 42.91% (read together with note 6(b) of the
Standalone Financial Statement)
6. Aero Electronics Pvt. Ltd. Bengaluru India 100% shares held by Mistral Solutions Pvt. Ltd.
7. Mistral Technologies Pvt. Ltd. New Delhi India 100% shares held by Mistral Solutions Pvt. Ltd.

The Company has incorporated a Joint Venture Company in the name of ASSYSTEM AXISCADESEngineering Pvt. Ltd. on 31.08.2018 having its registered office in Hyderabad. TheCompany holds 50% stake in this Company and is an associate Company within the meaning ofSection 2(6) of the Companies Act 2013. A report on the performance and financialposition of each of the subsidiaries & Associate as per rule 8(1) of Companies(Accounts) Rules 2014 is furnished under the statement containing salient features offinancial statements of subsidiaries & Associate in Form AOC 1 is attached to thisReport as Annexure II pursuant to Section 129(3) of Companies Act 2013.

In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited financial statements of subsidiaries have been placed on the Company's website atwww.axiscades.com. The copies of these documents will be sent if requested by anyshareholder of the Company/ subsidiary interested in obtaining the same. These documentswill also be made available for inspection at the Registered Office of the Company duringbusiness hours on working days.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of Companies Act 2013 read with IndianAccounting Standards (IND AS) 21 23 and 27 the audited Consolidated Financial Statementsare furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS

Retirements and Reappointments

In the ensuing Annual General Meeting Mr. Sharadhi Chandra Babupampapathy ExecutiveDirector retire by rotation and being eligible offers himself for re appointment.

The Directors recommend his re-appointment at the ensuing Annual

General Meeting.

Mr. Dhiraj Mathur & Mr. DR Dogra were appointed as Directors (Non ExecutiveIndependent) w.e.f. 29th September 2020.

Induction and cessation of Directors and KMP

Sl No Name of the Director Category Date of Appointment / reappointment Date of Approval by Shareholder Date of Resignation / cessation
1. Mr. David Walker Non Executive Director Non Independent 29.06.2020 29.09.2020 -
2. Mr. Kailash M. Rustagi Independent Director - - 30.09.2020
3. Mr. Pradeep Dadlani Independent Director - - 30.09.2020
4. Mr. Desh Raj Dogra Independent Director 29.09.2020 29.09.2020 -
5. Mr. Dhiraj Mathur Independent Director 29.09.2020 29.09.2020 -

HUMAN RESOURCES DEVELOPMENT

The Company is committed to build an environment and where employees are inspired toachieve excellence in their area of functioning. The Human Resource Policy of the Companyis focused on attracting building and retaining best talents. In this direction es.initiativ the Company has taken several Human Resource Many continuous training andemployee development programs are put in place. The Company is committed to provide a safeand healthy work environment to all the employees.

The Employee strength of the Company on consolidated basis stood at 1886 employeesduring the year end.

EMPLOYEE BENEFIT SCHEME

The Company approved the ESOP Scheme - AXISCADES Engineering ESOP 2018 -Series 1 &AXISCADES Engineering ESOP 2018 -Series 2 on 31 March 2018 which are in compliance withSEBI (Share Based

Employee Benefits) 2014 and are made effective from 1 April 2018.

*Pursuant to the change of the name of company from AXISCADES Engineering TechnologiesLimited to AXISCADES

Technologies Limited the name of both the schemes stands changed to

AXISCADES ESOP 2018- Series 1 and AXISCADES ESOP 2018- Series 2

The Nomination & Remuneration Committee granted 752300

ESOPs to the employees in 2019 under ESOP Series 2 & Board granted

2767777 ESOPs (564315 ESOPs are subject to shareholders approval) under Scheme 1& 2 on recommendation of Nomination & Remuneration Committee.

Further the Board has approved increasing the pool of ESOPs by

1000000** equity shares (including 564315) by way of variations in the terms ofexisting ESOP schemes series 2 (clause 14.1 & 14.3) which will be effective onreceiving Shareholders approval in the ensuing Annual General Meeting and other regulatoryapprovals. The applicable disclosures in compliance with regulation 14 of Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 and Rule 12 ofcompanies (Share Capital and Debentures) Rules 2014 are set out below:

**this has been further increased to 2643167 shares by the Board in its meeting dated7th August 2021 subject to shareholders' approval in the forthcoming AGM.

Particulars AXISCADES ESOP 2018 -Series 1 AXISCADES ESOP 2018 -Series 2
Description of each Employee Stock Option Plan/Scheme that existed at any time during the year including the general terms and conditions of each such
Scheme/Plan
Date of shareholders' approval 31 March 2018
Total number of options approved under ESOS 1510381 1510381
Vesting requirements Not less than 1 year from date of grant and Not less than 1 year from date of grant and maximum period in which the options shall be maximum period in which the options shall be vested shall be within five years from the date vested shall be within four years from the date of grant. of grant.
Exercise price or pricing formula The exercise price shall be decided by the Board or the Compensation Committee in line with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 and any other applicable guidelines.
Maximum term of option granted

Exercise period would be eight years from the date of grant of options

Source of shares (primary secondary or combination) Primary
Variation in terms of options None

The general terms and conditions of the said grant are as follows:

Grant First Grant (29.04.2019) Second Grant (20.05.2019) Third Grant (05.02.2021)
Total number of Options approved and granted 752300* 150000 2203462 564315**
Exercise price per option Rs 52.65 Rs 52.95 H 51.20
Maximum term of Options Granted 8 Years from grant date 8 Years from grant date 8 Years from grant date
Source of Shares Primary Primary Primary
Options vested/Vesting Schedule 50% of the options 50% of the options 1/3rd of the options vest on or after 5th February 2022 subject
vest on the 29th vest on the 20th May to meeting the performance criteria as specified by NRC
April 2020 2020 1/3rd of the options vest on the 5th February 2023 subject to
50% of the options vest on the 29th 50% of the options vest on the 20th May meeting the performance criteria as specified by NRC 1/3rd of the options vest on the 5th February 2024 subject to
April 2021 2021 meeting the performance criteria as specified by NRC
Number of options outstanding at the beginning of the period 727300 150000 Nil
Number of options granted during the year 2203462 (including 85000 regranted) 564315**
Number of options forfeited / lapsed during the year* 85000 Nil NA
Number of options vested during the year 667300 150000 NA
Number of options exercised during the year NIL NIL NA
Number of shares arising as a result of exercise of options NA NA NA
Money realized by exercise of options (Rs ) if scheme is implemented directly by the company NA NA NA
Loan repaid by the Trust during the year from exercise price received NA NA NA
Number of options outstanding at the end of the year 667300 150000 2203462 (including 85000 regranted) 564315**
Number of options exercisable at the end of the year 667300 150000 NA
Variation in terms of Options None None None
Method of Settlement Equity Equity Equity

*ESOP lapsed 85000 and regranted in third grant ** ESOP of 564315 is subject toShareholders' approval

Employee wise details of options granted during the year

Options Granted to First Grant Second Grant Third Grant
Senior Managerial Personnel 17500 150000 983825
564315**
Any other employee who receives a grant in any one year of option amounting to 5% or None None None
more of option granted during that year
Employees who were granted option during any one year equal to or exceeding 1% of the None None CEO & CFO
issued capital (excluding warrants and conversions) of the Company at the time of grant 2.61%
1.49%**

** ESOP of 564315 (1.49%) is subject to Shareholders' approval

Description of method and significant assumptions used granted during the year

No option has been exercised during the financial year 2020 2021. However the fairvalue of above options has been estimated using Black Scholes Option pricing model.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules

2014 is provided as Annexure IIIA to this Report.

The statement of particulars of employees pursuant to Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as AnnexureIV to this Report.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under Schedule V of the SEBI (LODR)Regulations 2015 is attached and forms part of the Annual Report. A certificate from theAuditors of the Company as regards of compliance of conditions of corporate governance isalso appended to the report.

MEETINGS OF THE BOARD

The Board of the Company met five times during the year. The dates attendance andother particulars of the meetings are furnished in the Report on Corporate Governanceattached to this Report. The intervening gap between any two meetings was within the limitprescribed by the provisions of Companies Act 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 3 members namely Mr. DR Dogra Mr. Dhiraj MathurIndependent Directors and Mr. David Bradley Non Executive Director. The Chairman of theAudit Committee is an Independent Director.

All the recommendations made by the Audit Committee during the year have been acceptedby the Board.

The Company has also constituted Nomination and Remuneration Committee StakeholdersRelationship Committee and Corporate Social Responsibility Committee as required under theprovisions of Companies Act 2013 and also as required under Listing Regulations and thecomposition scope of their functions responsibilities etc. are given in the CorporateGovernance Section which forms part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors under Section149(7) of the Companies Act 2013 (read together with Companies Amendment Act 2017 tothe effect that they meet the criteria of independence as laid down in to section149(6) of the Companies Act 2013 read together with any amendment thereto and that theirnames have been included in the databank of Independent Directors and are compliant withthe prescribed regulations. The terms and conditions of appointment of

Independent Directors are placed on the website of the Company at www.axiscades.com

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and SEBI (LODR) Regulations 2015.

The performance of the Board and its committees were evaluated by the Board / committeeafter seeking inputs from all the directors/ members on the basis of the criteria andframework adopted by the

Board. The evaluation process has been explained in the Corporate Governance Reportsection of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates the

Whistle blower policy provides a formal mechanism to all Directors and employees toapproach the Chairman of the Audit Committee and make protective disclosures aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Whistle Blower Policy is an extension of the Company Code ofConduct which requires every employee to promptly report to the Management any actual orpossible violation of the Code or an event he is aware of that could affect the businessor reputation of the Company. The disclosures reported are addressed in the manner andwithin the time frames prescribed in the Policy. No personnel of the Company were deniedaccess to the Chairman of the Audit Committee. The Whistle blower policy which alsodescribes the mechanism may be accessed on the Company's website at www.axiscades.com.

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and the policyon remuneration of directors key managerial personnel and other employees formulatedpursuant to Section 134(3) (e) and 178 (3) of the Companies Act

2013 are furnished in Annexure V.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management

Policy which focuses on identification of elements of risk if any which in theopinion of the Board may threaten the existence of the Company.

The Company has identification risk and management frame work appropriate to itssize and the environment under which it operates. The risk management process involvesidentification and periodic assessment of potential risks and their impact on theoperations profitability growth and continuity of the business and focuses on riskelements pertaining to competitive position in the key market segments businessenvironment statutory and regulatory changes global economy and business scenarioCurrency exchange rate fluctuations resource constraints etc. and initiating timelypreventive as well as remedial actions.

Reporting and control mechanisms ensure timely information availability and facilitatesproactive risk management. These mechanisms are designed to cascade down to the level ofline managers so that risk at the transaction level is identified and steps are takentowards mitigation in a decentralized fashion. Risks are being continuously monitored inrelation to business strategy operations and transactions statutory/legal compliancefinancial reporting information technology system etc. based on the inputs from bothexternal and internal sources like key incidents Internal audit findings etc.

The Board of Directors is responsible for monitoring risk levels on various parametersand the senior management group ensures implementation of mitigation measures ifrequired. The audit committee provides the overall direction on the risk managementpolicies.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place your

Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplaceand has proper mechanism to control the same which is commensurate with the nature andsize of the business of the Company. During the financial year 2020 21 no complaint wasreceived. The Company has an Internal Complaints Committee in compliance with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act 2013your Directors confirm that: a. in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; b. they have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period; c. they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; e. they have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f. they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

5. AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP Chartered Accountants (Firm Registration No.FRN 101049W/E300004) were appointed as

Auditors of the Company by the shareholders at the AGM held on August 24 2017 to holdoffice until the conclusion of the 32nd AGM of the Company. Hence they will continue to bethe Auditors of the Company.

The Auditors' Report does not contain any qualification reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Anant B. Khamankar & Co. Company Secretaries to undertake SecretarialAudit of the Company for the financial year 2020 21. The Secretarial Audit Report attachedas Annexure VI forms part of this report. Secretarial Audit Report does not containany qualification reservation or adverse remark.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government

The Statutory Auditors or the Secretarial Auditors of the

Company have not reported any frauds to the Audit Committee or to the Board ofDirectors under section 143(12) of the Companies Act 2013 including rules madethereunder.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/ TRIBUNALS

There are no significant and material orders passed by the regulators or courts whichwould impact the going concern status of the Company and its future operations.

ANNUAL RETURN

The Annual Return of your Company as on March 31 2021 prepared pursuant to Section 92of the Companies Act 2013 and the Rules made thereunder in Form MGT 7 is available on thewebsite of the Company at www.axiscades.com at the linkhttps://www.axiscades.com/investors_data/annual_report/ Annual%20Return FY21 sep 21.pdf .

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The same has been audited and certified by the StatutoryAuditors of the Company in their Audit Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility Committee (CSR Committee)in accordance with the provisions of Section 135 of the Companies Act 2013 and the rulesmade thereunder. The Committee is chaired by an Independent Director. The Company onrecommendation of the CSR Committee has framed a CSR policy in line with Schedule VII ofthe Companies Act 2013. The policy has been posted and is accessible on the Company'swebsite at www.axiscades.com.

The salient features of which are as under:

• CSR activities are based on three broad indicators of development namely HumanCapital Social Capital

Economic Capital

• We recognize the need to work in partnership with other players as well.

• The CSR Committee is responsible to formulate and recommending changes to thepolicy indicating the activities to be undertaken including Monitoring and reviewing CSRactivities

• Transparent Monitoring

The annual report on CSR activities is furnished in Rs Annexure VII to thisReport. Rs

6. CONSERVATION OF ENERGY FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules 2014 are givenbelow:

Conservation of Energy

Being an Information Technology Company is not energy intensive. However adequatemeasures have been taken to conserve energy by introducing improved operational methods.The Company in its initiative to be ISO14001 Environmental Management System compliant isadhering to the provisions of E Waste (Management and Handling) Rules 2011 and Batteries(Management and Handling) rules 2011 by efficiently managing the AC installationsreplacing PC's by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

2020-21 2019-20
Foreign Exchange Earnings (actual inflows) 14684.48 21402.15
Foreign Exchange Outgo (actual outflows) 6605.11 10155.59

Technology Absorption

The Company has not engaged any imported technology. Since the requirements of thetechnology business are changing constantly your Company has sought to focus on criticalin house technologies and processes which are likely to create value in the foreseeablefuture.

7. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristicin nature. Such statements represent the intentions of the Management and the effortsbeing put in by them to realize certain goals. The success in realizing these goalsdepends on various factors both internal and external. Therefore the investors arerequested to make their own judgment by taking into account all relevant factors beforemaking any investment decision.

8. GREEN INITIATIVES

With reference to the MCA circulars and SEBI circular dated January 15 2021 read withcircular dated May 12 2020 this year the Company is dispensed with the printing anddispatch of Annual Reports to the Shareholders due to Covid 19 pandemic. ElectroniccopiesoftheAnnualReportaresenttoallthememberswhoseemail address are so registered.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the co operation and support extendedby Clients Vendors Investors and Bankers various government agencies & regulatorybodies across the globe the Software Technology Park Noida Hyderabad & Bangaloreand other industry forums and agencies like NASSCOM and look forward to their continuedsupport in the future. Your Directors wish to place on record their appreciation of thevaluable contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Bengaluru Sharadhi Chandra Babupampapathy Sudhakar Gande
Date: 11.06.2021 CEO & Executive Director Director

.