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AXISCADES Technologies Ltd.

BSE: 532395 Sector: IT
NSE: AXISCADES ISIN Code: INE555B01013
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VOLUME 25190
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OPEN 128.00
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VOLUME 25190
52-Week high 130.00
52-Week low 39.50
P/E
Mkt Cap.(Rs cr) 468
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 30th Annual Report onthe business and operations of the Company together with the Financial Statement of theCompany for the financial year (FY) ended 31 March 2020. The Consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs in lakhs)

Standalone Consolidated
Particulars 2019-20 2018-19 2019-20 2018-19
Total income 23475.01 22679.93 68048.18 61676.53
Total expenditure (before interest & depreciation) 20335.25 22097.02 58121.19 59579.60
Earnings before interest depreciation amortization and extra- ordinary items 3139.76 582.91 9926.99 2096.94
Interest & finance charges 1893.31 1667.64 2830.39 2357.41
Depreciation & amortization 1346.94 907.01 3273.78 1974.81
Earnings/before Tax and Exceptional Items (100.49) (1991.74) 3822.82 (2235.28)
Share in net profit/(Loss) of - - 15.72 (54.75)
Exceptional item - (1450.68) 0.00 (1450.68)
Profit/(Loss) before Tax (PBT) (100.49) (541.06) 3838.54 (839.35)
Provision for Tax – Current & Deferred 347.83 (141.67) 809.03 (71.89)
Net Profit/(Loss) after Tax (PAT) (448.32) (399.39) 3029.51 (767.46)
Minority Interest - - 54.10 45.83
Profit/(loss) for the period (448.32) (399.39) 2975.41 (813.28)

Performance Review

The Company enhanced its engagement with clients in aerospace heavyengineering industrial products and auto industry. The Companys engineering servicesrevenue has grown significantly in Heavy Engineering vertical. The Strategic Technologiesvertical is also showing positive momentum with various defense related contracts in theproduction stage and confirmed deliveries. AXISCADES is an authorized India Offset Partner(IOP) and has successfully established . strategic partnerships for executing 186 of theCompanies The Management has implemented various cost reduction initiatives and the impactof these measures are already visible.

Financial Highlights Standalone

Total Income increased marginally by 3.5% in 2019-20. EBIDTA

Increased by 438.6% to Rs.3139.76 lakhs in 2019-20. Loss/Profit beforetax and exceptional items is Rs.(100.49) lakhs in 2019-20. Net loss/Profit after tax is`Rs(448.32) lakhs in 2019-20.

Financial Highlights Consolidated

Total Income increased by 10.33% to Rs 68048.18 lakhs in 2019-20.EBIDTA increased by 373.4 % to Rs 9926.99 lakhs in 2019-20. Profit before tax andexceptional items increased from Rs(2235.29) lakhs to Rs 3822.82 in 2019-20. NetProfit/(loss) after tax before minority interest increased by 494.7% to Rs 3029.51lakhs in 2019-20. on

Reserves

The Company has not transferred any amount to its reserves for theFinancial Year ended 31 March 2020.

Dividend

Considering need for conservation of funds for catering to the growthplans of the Company your Directors consider it expedient to pass over dividend for2019-20.

Particulars of Loans Guarantees or Investments

Investments covered under Section Act 2013 form part of the Notes tothe financial statements provided in the Annual Report. The Company has provided loan inthe form of ICD to its subsidiaries during the year the details of which form part ofAnnexure-1 AOC-2.

Public Deposits

The Company has not accepted/renewed any public deposits and as such noamount on account of principal or interest on of the Companies Act 2013 public depositsunder Section read with Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.

Issue and Listing of Shares

The Companys shares are listed on BSE Limited (BSE) and National StockExchange of performance and stock data are furnished in the section Corporate 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 partiesreferred to in Section 188(1) of the2013 are furnished in the prescribed form AOC 2 asAnnexure I to this Report. All transactions with the related parties 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 related parties whichcan be considered material in accordance of with the policy of the Company on materialrelated party transactions formulated as per the requirements of Listing Regulations. ThePolicy on materiality party transactions formulated and approved by the Board posted onthe website of the Company and is accessible at www.axiscades.com

Material Changes and Commitments

There were no material changes and commitments affecting the financialposition of the Company occurred between the financial year end and the date of thisreport. However the Company has agreed to acquire Mistral Solutions Pvt. Ltd.

(MSPL) in a phased manner where by in phase I (which was completed on15 December 2017) it acquired 43% stake in Act MSPL by way of share acquisition and inPhase II by way of Scheme of Amalgamation of the during Shareholder Company of MSPL. TheNational Company Law Tribunal Bengaluru Bench at Bengaluru vide their Order dated

8 March 2019 has approved the Scheme of Amalgamation of Explosoft TechSolutions Engineering Technologies Limited and their shareholders. The Scheme has alsobeen filed with the National with Company Law Tribunal Mumbai for approval.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities dealingwith related and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015 a detailed chapter on Management discussion and analysis highlighting theCompanys strategy business environment operations performance risks and outlook isprovided separately in this Annual Report.

BUSINESS STRUCTURE

SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Name of the subsidiary Location/Country %age Shareholding
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

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 43% (read together with note 6(a) 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 Rules 2014is furnished under the statement containing salient name of ASSYSTEM AXISCADES EngineeringPvt. Ltd. on 31.08.2018 features of financial statements of subsidiaries & Associatein Form having its registered office in Hyderabad. The Company holds 50%AOC 1 attached tothis Report as Annexure II pursuant to Section stake in this Company and is an associateCompany within the 129(3) of Companies Act 2013. meaning of Section 2(6) of the CompaniesAct 2013.

In accordance with the provisions of Section136 of the Companies Areport on the performance and financial position Act 2013 the audited financialstatements of subsidiaries have of eachofthe subsidiaries & Associate as per rule 8(1)of Companies (Accounts) been placed on the Companys website at www.axiscades.com

The copies of these documents will be shared if requested by anyshareholder of the Company/ subsidiary interested in obtaining the same. These documentswill also be made available for inspection at the Registered during business hours onworking days.

Consolidated Financial Statements

Pursuant to the provisions of Section 129(3) of Companies Act 2013 readwith Indian Accounting Standards (IND AS) 21 23 and 27 the audited Consolidated FinancialStatements are furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENT

BOARD OF DIRECTORS

Retirements and Reappointments

In the ensuing Annual General Meeting Mr. David Bradley Directorretire by rotation and being eligible offers himself re-appointment.

The Directors recommend his re-appointment at the ensuing AnnualGeneral Meeting.

Mr. David Walker was appointed as an Additional Director (NonExecutive Non Independent) by the Board of Directors w.e.f. 29th June 2020 and isrecommended for appointment by the shareholders at the ensuing Annual General Meeting.

The Independent Directors Mr. Pradeep Dadlani & Mr. KailashRustagi are completing their 2nd term on the ensuing Annual General Meeting and theCompany will consider appointing new independent director(s).

Induction and cessation of Directors and KMP

Date of Appointment / Date of Approval by Date of Resignation /

Sl No Name of the Director Category reappointment Shareholder cessation

1. Mr. Anees Ahmed Executive Director 28.07.2018 - 21.08.2019

2. Mr. Ashwani Datta Non-Executive Director 28.07.2018 - 29.08.2019

3. Mr. Ajay LakhotiaNon-Executive Director 02.02.2019 - 30.03.2020

4. Mr. David Bradley Non-Executive Director & Chairman 05.03.201922.04.2019 Appointed as Chairman w.e.f. 31 May 2020.

5. Mr. Kaushik Sarkar Chief Financial Officer12.09.2014 - 07.06.2019

6. Mr. Srinivas A. Chief Financial Officer 07.06.2019 -

Human Resources Development

The Company is committed to build an environment and where employeesare inspired to achieve excellence in their area of functioning. The Human Resource Policyof the Company is focused on attracting building and retaining best talents. In thisdirection the Company has taken several Human Resource initiatives. Many continuoustraining and employee development programs are put in place. The Company is committed toprovide a safe and healthy work environment to all the employees.

The Employee strength of the Company on consolidated basis stood at2139 employees during 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 with SEBI (Share Based EmployeeBenefits) Regulations 2014 and are made effective from 1 April 2018.

The Nomination & Remuneration

752300 ESOPs to the employees vide its resolution dated 29 April 2019and 150000 ESOPs vide its resolution dated 20 May 2019 under ESOP Series 2.

The applicable disclosures in compliance with regulation 14 ofSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014and Rule 12 of companies (Share Capital and Debentures) Rules 2014 are set out below:

Particulars AXISCADES Engineering ESOP 2018-Series 1 AXISCADES Engineering ESOP 2018-Series 2
A. Description of each Employee Stock Option Plan/Scheme that existed at any time during the year including each such Scheme/Plan
a) Date of shareholders approval 31 March 2018 31 March 2018
b) Total number of options approved under ESOS 1510381 1510381
c) Vesting requirements Not less than 1 year from date of grant and maximum period in which the options shall be Not less than 1 year from date of grant and maximum period in which the options shall be vested shall be within shallbewithin four years from the date of grant. five years from the date of grant
d) Exercise price or pricing formula The exercise price shall be decided by the Board of the Compensation Committee in line with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 and any
e) Maximum term of option granted Exercise period would be eight years from the date of grant of options.
f) Source of shares (primary secondary or combination) Primary
g) Variation in terms of options None

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

tr>
Grant First Grant Second Grant
Total number of Options approved and granted 752300 150000
Exercise price per option Rs. 52.65 Rs. 52.95
Maximum term of Options Granted 8 Years from grant date 8 Years from grant date
Source of Shares Primary Primary
Options vested/Vesting Schedule 50% of the options vest on the 29 April 2020 50% of the options vest on the 29 April 2021 50% of the options vest on the 20 May 2020 50% of the options vest on the 20 May 2021
Number of options outstanding at the beginning of the period Nil Nil
Number of options granted during the year 752300 150000
Number of options forfeited / lapsed during the year* 25000 Nil
Number of options vested during the year Nil Nil
Number of options exercised during the year NA NA
Number of shares arising as a result of exercise of options NA NA
Money realized by exercise of options (`) if scheme is implemented directly by the company NA NA
Loan repaid by the Trust during the year from exercise price received NA NA
Number of options outstanding at the end of the year 727300 150000
Number of options exercisable at the end of the year NIL NIL
Variation in terms of Options None None
Method of Settlement Equity Equity

*ESOP lapsed 25000

Employee wise details of options granted during the year

Options Granted to First Grant Second Grant
Senior Managerial Personnel 17500 150000
Any other employee who receives a grant in any one year of option amounting to 5% or more None of option granted during that year 3
Employees who were granted option during any one year equal to or exceeding 1% of theissued capital (excluding warrants and conversions) of the Company at the time of grant None None

Description of method and significant assumptions used to estimate thefair value of options granted during the year

No option has been exercised during the financial year 2019 2020.However the fair value of above options has been estimated using Black-Scholes Optionpricing model.

Particulars of Employees

The information required pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure IIIA to this Report. during The statementof particulars of employees pursuant to Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure IV to thisReport.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as and the required under Schedule Vof the SEBI (LODR) Regulations 2015 is attached and forms part of the Annual Report. Acertificate from the Auditors of the Company as regards of compliance of conditions ofcorporate governance is also appended to the report.

Meetings of the Board

The Board of the Company met seven times

The dates attendance and other particulars of the meetings arefurnished in the Report on Corporate Governance attached to this Report. The interveninggap between any two meetings was within the limit prescribed by the provisions ofCompanies Act 2013.

Committees of the Board

The Audit Committee consists of 3 members namely Mr. Kailash M.Rustagi Mr. Pradeep Dadlani Independent Directors and Mr. David Bradley Non-ExecutiveDirector. The Chairman of the Audit Committee is an Independent Director.

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

The Company has also constituted Nomination and Remuneration CommitteeStakeholders Relationship Committee and Corporate Social Responsibility required under theprovisions of Companies Act 2013 and also Regulations as required under Listing scope oftheir functions responsibilities etc. are given in the Corporate Governance Section

Declaration from Independent Directors

The Company has received declarations from all Independent Directorsunder Section 149(7) of (read together with Companies Amendment Act 2017 to during theyear. the effect that they meet the criteria of independence as laid down in 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 IndependentDirectors 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 ownperformance Board Committees and individual directors pursuant to the provisions of theCompanies Act2013 and SEBI (LODR) Regulations 2015

The performance of the Board and its committees were evaluated by theBoard / all the directors/members on the basis of the criteria and framework adopted bythe Board. The evaluation been explained in the Corporate Governance Report section of theAnnual Report.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates the Whistleblower policy provides a formal mechanism to all Directors and employees to approach theChairman of the Audit Committee and make protective disclosures about unethical behavioractual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.The Whistle Blower Policy is an extension of the Company Code of Conduct which requiresevery employee to promptly report to the Management any actual or possible violation ofthe Code or an event he is aware of that could affect the business or reputation of theCompany. The disclosures reported are addressed in the manner and within the time framesprescribed in the Policy. No personnel of the Company were denied access to the Chairmanof the Audit describes the mechanism may be accessed on the Companys website atwww.axiscades.com

Policy on Directors Appointment and Remuneration

The Companys policy on directors appointment and remuneration includingcriteria for determining qualifications e attributes independence of a director and thepolicy on positive remuneration of directors key managerial personnel and other employeesformulated pursuant to Section 134(3) (e) and 178 (3) of the Companies Act 2013 arefurnished in Annexure V.

Risk Management Policy

The Company has formulated and implemented a Risk Management Policywhich focuses on identification of elements of risk if any which in the opinion of theBoard may threaten the existence of the Company.

The Company has a risk identification and management frame workappropriate to its size and the environment under which it operates. The risk managementprocess involves identification and periodic assessment of potential risks and theirimpact on the operations and continuity of the business and focuses on risk pertaining tocompetitive position in the key market segments business environment statutory andregulatory changes global economy and business scenario Currency exchange ratefluctuations resource constraints etc. and preventive as well as remedial actions.

Reporting and control mechanisms ensure timely availability andfacilitates proactive risk management. These mechanisms are designed to cascade down tothe level of line managers so that risk at the transaction level is identified and stepsare taken towards Risks are being continuously monitored in relation business strategyoperations and legal compliance financial reporting information system etc. based on theinputs from both external and internal sources like key incidents Internal audit findingsetc. after seeking in puts from

The Board of Directors is responsible for monitoring risk levelsprocess has on various parameters and the senior management group ensures implementationof mitigation measures if required. The audit committee provides the overall managementpolicies.

Prevention of Sexual Harassment of Women at Workplace

In order to prevent sexual harassment of women at work place yourCompany has adopted a Policy for prevention of Sexual Harassment of Women at Workplace andhas proper mechanism to control the same which is commensurate with the nature and size ofthe business of the Company. During the financial year 2019-20 no complaint was received.The Company has an Internal Complaints Committee with the provisions of Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read Companies Act 2013 your Directorsconfirm that: .The Whistle blower policy which also

a. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b. they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

c. they have taken proper and maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be growthfollowed by the Company and that such internal financial controls are adequate andare operating effectively profitability elements; and;

f. they have devised proper systems to ensure compliance is chaired byan Independent with the provisions of all applicable laws and that such systems areadequate and operating has framed a CSR policy in line with Schedule VII Committeeeffectively

5. AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s S.R. Batliboi & Associates LLP Chartered Accountants (FirmRegistration No. FRN 101049W/E300004) were appointed as are based on Statutory Auditorsof the Company by the shareholders at the AGM held on 24 August2017toholdoffice of the32nd AGM of the Company. Hence they will continue to be the Auditors of the Company.

The Auditors Report does not contain any qualification reservation oradverse remark. The Auditors Report is enclosed with the financial statements in thisAnnual Report.

Secretarial Auditor Pursuant to the provisions of Section204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed M/s Anant B. Khamankar & Co.Company Secretaries to undertake Secretarial Audit of the Company for the financial year2019-20. The Secretarial Audit Report attached as Annexure VI forms part of this report.Secretarial qualific or Audit Report does not contain any adverse remark.

Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government

The Statutory Auditors or the Secretarial Auditors of the Company havenot reported any frauds to the Audit or to the Board of Directors under section 143(12) ofCompanies Act 2013 including rules made there under.

Significant Orders by Regulators/Courts/Tribunals

There are no significant and material orders passed by the managingthe AC installations replacing efficient regulators or courts which would impact thegoing concern status of the Company and its future operations.

Extract of Annual Returns

The extract of Annual Return of your Company as on 31 March 2020prepared pursuant to Section 92(3) of the Companies Act 2013 and the Rules made thereunder in Form MGT-9 is attached as Annexure VII to this Report and the same is availableas part of Annual report FY 20 at www.axiscades.com

Internal Financial Controls

Your Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its including adherence to the Companys policies thesafeguarding of its assets the prevention and detection the accuracy and completeness ofthe accounting records and the timely same has been audited and of the Company in theirAudit Report.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility ofSection 135 of the Companies Act 2013 there under. The Director. The Company onrecommendation of the CS of the Companies Act 2013. The policy has been posted and isaccessible on the Companys website at www.axiscades.com

The salient features of which are as under:

• CSR activities are based on three broad indicators ofdevelopment namely Human Capital Social Capital Economic Capital;

• We recognize the need to work in partnership with other playersas well;

• The CSR Committee is responsible to formulate and recommendingchanges to the policy indicating the activities to be undertaken including Monitoring andreviewing CSR activities;

• Transparent Monitoring. activities is furnished in Annexure Theannual report on CSR VIII to this Report.

6. CONSERVATION OF ENERGY FOREIGN EXCHANGE EARNINGS ETC

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules2014 are given below:

Conservation of Energy

Being an Information Technology Company is not energy intensive.However adequate measures have been taken Committee to conserve energy by introducingimproved operational methods. The Company in its initiative to be ISO14001

Environmental Management System compliant is adhering to theprovisions of E-Waste (Management and Handling) Rules 2011 and Batteries (Management andHandling) rules 2011 by PCs by VPC and recycling of paper etc.

Foreign Exchange Earnings and Outgo (Standalone)

(Rs. in lakhs)

2019-20 2018 - 19
Foreign Exchange Earnings (actual inflows) 21402.15 21315.16
Foreign Exchange Outgo (actual outflows) 10155.59 11844.69

Technology Absorption

The Company has not engaged any imported technology. Since therequirements of the technology business are changing constantly your Company has soughtto focus on critical in house technologies and processes which are likely to create valuein the foreseeable future. of frauds and errors

7. FUTURISTIC STATEMENTS

Certain statements made in this section preparation of reliablefinancial disclosures. The or report may be futuristicin nature. Such statements representthe intentions of the Management and the efforts being put in by them to realize certaingoals. The success in realizing these goals depends on various factors both internal andexternal.

Therefore the investors are requested to make their own judgment bytaking into account all relevant factors before the rules made making any investmentdecision.

8. GREEN INITIATIVES

With reference to the MCA circular dated 5 May 2020 and SEBI circulardated 12 May 2020 this year the Company is dispensed with the printing and dispatch ofAnnual Reports to the Shareholders due to Covid-19 pandemic. Electronic copies of theAnnual Report are sent to all the members whose email address are so registered.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate and acknowledge the co-operation andsupport extended by Clients Vendors Investors and various government agencies &regulatory bodies across the globe the Software Technology Park Noida Hyderabad &Bangalore and other industry forums and agencies like NASSCOM and look forward to theircontinued support in the future. Your Directors wish to place on record their appreciationof the valuable 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: 27 June 2020 CEO & Executive Director Director

.