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)
|
Particulars
|
Standalone
|
Consolidated
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
1607.29
|
1513.64
|
3045.58
|
2413.69
|
|
Other Income (Including Exceptional Items)
|
147.96
|
148.98
|
147.96
|
148.98
|
|
Total Expenses
|
1425.09
|
1359.70
|
2809.29
|
2236.76
|
|
Profit/loss before Depreciation, Finance Costs, Exceptional items
and Tax Expense
|
343.16
|
316.11
|
397.25
|
339.10
|
|
Less: Depreciation/ Amortisation/ Impairment
|
13.00
|
13.19
|
13.00
|
13.19
|
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
330.16
|
302.92
|
348.25
|
325.91
|
|
Less: Finance Costs
|
-
|
-
|
-
|
-
|
|
Profit /loss before Exceptional items and Tax Expense
|
330.16
|
302.92
|
348.25
|
325.91
|
|
Add/(less): Exceptional items
|
-
|
-
|
-
|
-
|
|
Profit /loss before Tax Expense
|
330.16
|
302.92
|
384.25
|
325.91
|
|
Less: Tax Expense
|
99.97
|
62.43
|
99.97
|
62.43
|
|
Profit / (Loss) for the year
|
230.18
|
240.49
|
284.28
|
263.48
|
|
Other Comprehensive Income
|
20.67
|
(31.74)
|
20.67
|
(31.74)
|
|
Total Comprehensive Income
|
250.85
|
208.75
|
304.95
|
231.74
|
|
Earning per Equity Share
|
|
|
|
|
|
Basic
|
1.99
|
2.08
|
2.45
|
2.27
|
|
Diluted (in Rs.)
|
1.67
|
2.08
|
1.64
|
2.27
|
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.
|
SI.
No.
|
Details Related to ESOPS
|
B2B Employees Stock Option Scheme 2024
|
|
1.
|
Description of each ESOP that existed at any
times during the year, including the general terms
and conditions of each ESOPS including:
|
-
|
| |
a.
|
Date of Shareholders Approval
|
The scheme was approved by the members at
the AGM on 28th September 2007 and
subsequently modified with the approval of the
members at the 30th AGM on 26th September
2024.
|
| |
b.
|
Total no. of options approved under ESOPS
|
10,00,000 Options
|
| |
c.
|
Vesting Requirements
|
100% vesting on completion of 1 year from the
date of grant.
|
| |
d.
|
Exercise price or Pricing Formula
|
Exercise price shall be the Market Price on the
Grant Date, or such discount to Market Price as
determined by NRC, but not less than the face
value of Rs.10 per share
|
| |
e.
|
Maximum term of options granted
|
1 year
|
| |
f.
|
Source of shares (primary, secondary or
combination)
|
Primary
|
| |
g.
|
Variation in terms of options
|
--
|
|
2.
|
Method used to account for ESOPS
|
Black-sholes Model - Fair Market value
|
|
3.
|
Where the company opts for expensing of the
options using the intrinsic value of the options,
the difference between the employee
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value of the
options shall be disclosed. The impact of this
difference on profits and on EPS of the company
shall also be disclosed.
|
Not applicable
|
|
4.
|
Option movement during the year:
|
--
|
| |
a.
|
Number of options outstanding at the
beginning of the period
|
2,84,404 Options
|
| |
b.
|
Adjustment on account of bonus issue (if
any)
|
NA
|
| |
c.
|
No. of options granted during the year
|
2,75,136 Options
|
| |
d.
|
No. of options forfeited/lapsed during the
year
|
36,099 Options
|
| |
e. No. of options vested during the year
|
2,80,820
|
| |
f. No. of options exercised during the year
|
2,60,755
|
| |
g. No. of shares arising as a result of exercise
of options
|
2,60,755
|
| |
h. Money realized by exercise of options (INR),
if scheme is implemented directly by the
company
|
--
|
| |
i. Loan repaid by the trust during the year from
exercise price received
|
--
|
| |
j. No. of option outstanding at the end of the
year (including the lapsed options being
added back to pool account)
|
2,62,686 Options
Options forfeited and added back to the ESOP
pool: 36,099 Options
|
| |
k. No. of options exercisable at the end of the
year
|
Nil
|
|
4.
|
Weighted average exercise prices and weighted
average fair values of options shall be disclosed
separately for options whose exercise price
either equals or exceeds or is less than the
market price of the stock
|
|
|
5.
|
Employee wise details (name of employee,
designation, number of options granted during
the year, exercise price) of options granted to -
|
--
|
|
a.
|
senior managerial personnel as defined under
Regulation 16(d) of the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
|
Nadar Bala Raju
Shaik Nayeem Basha
Saripella Kiran Kumar Varma
Kolli Satish
Yarava Hari Prasad
D Mahammad Rafi
Vengali Madhu Sudhan Rao
|
|
b.
|
any other employee who receives a grant in any
one year of option amounting to 5% or more of
option granted during that year
|
Nil
|
|
c.
|
identified employees who were granted option,
during any one year, equal to or
exceeding 1% of the issued capital (excluding
outstanding warrants and
conversions) of the company at the time of grant
|
Nil
|
|
d.
|
A description of the method and significant
assumptions used during the year to estimate the
fair value of options including the following
information:
|
The weighted Average exercise price is Rs.
28.24 /- whereas the weighted average fair value
is Rs. 23.92 /-
|
| |
(a)
|
the weighted-average values of share
price, exercise price, expected volatility,
expected option life, expected dividends,
the risk-free interest rate and any other
inputs to the model;
|
|
| |
(b)
|
the method used and the assumptions
made to incorporate the effects of expected
early exercise;
|
|
| |
(c)
|
how expected volatility was determined,
including an explanation of the extent to
which expected volatility was based on
historical volatility; and
|
|
| |
(d)
|
whether and how any other features of the
options granted were incorporated into the
measurement of fair value, such as a
market condition.
|
|
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
|
SI.
No.
|
Particulars
|
Details
|
|
1.
|
Name of the Trust
|
B2B ESOP TRUST
|
|
2.
|
Details of the Trustee(s)
|
1. Shaik Nayeem Basha
2. Nadar Bala Raju
3 Koli Satish
|
|
3.
|
Amount of loan disbursed by company / any
company in the group, during the year
|
Nil
|
|
4.
|
Amount of loan outstanding (repayable to
company / any company in the group) as at the
end of the year
|
Nil
|
|
5.
|
Amount of loan, if any, taken from any other
source for which company / any company in the
group has provided any security or guarantee
|
Nil
|
|
6.
|
Any other contribution made to the Trust during
the year
|
Nil
|
|
SI.
No.
|
Particulars
|
Details
|
|
a.
|
Number of shares held at the beginning of the
|
6,00,000 Equity Shares
|
|
b.
|
Number of shares acquired during the year
through
|
|
| |
(i) primary issuance
|
Nil
|
| |
(ii) secondary acquisition, also as a
percentage of paid up equity capital as at
the end of the previous financial year, along
with information on weighted average cost
of acquisition per share
|
Nil
|
|
c.
|
Number of shares transferred to the employees /
sold along with the purpose thereof;
|
2,60,755 Equity Shares were transferred to
Eligible employees pursuant to the Exercise of
Options
|
|
d.
|
Number of shares held at the end of the year
|
3,39,245 Equity Shares
|
|
e.
|
Amount of loan, if any, taken from any other
source for which company / any company in the
group has provided any security or guarantee
|
Nil
|
|
f.
|
Any other contribution made to the Trust during
the year
|
Nil
|
(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.
|
SI.
No.
|
Name of Members
|
Designation
|
|
1
|
Mr. Bala Subramanyam Vanapalli
|
Whole-time Director
|
|
2
|
Mrs. Parvatha Samantha Reddy
|
Non-Executive Non-Independent Director
|
|
3
|
Mr. Lakshminarayana Bolisetty
|
Independent Director
|
|
4
|
Mr. Sreeramulu Kavuri
|
Independent Director
|
|
5
|
Dr. Yaramati Avinash
|
Chairman and Non-Executive Non-Independent Director
|
|
6
|
Dr. Ramachandra Rao Nemani
|
CEO
|
|
7
|
Mr. Sunil Nemani
|
CFO
|
|
8
|
Ms. Unnati Rathi
|
Company Secretary and Compliance Officer
|
(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:
|
SI.
No.
|
Observation/ Qualification
|
Management’s comment
|
|
1.
|
The Company has not complied with the
requirement of maintaining 100% of promoters
holding in demat form.
|
The dematerialization process has been
impacted by the fact that the majority of the
Company's promoters are non-resident
individuals, resulting in procedural challenges.
|
|
2.
|
The Company has not provided -PAN Details of
some Promoters in the Shareholding Pattern
filed with BSE Limited
|
The Company is making ongoing efforts to obtain
the PAN details of the remaining promoters.
|
|
3.
|
Non appointment of Whole Time Company
Secretary after the resignation of Mrs. Gita Usha
Rani Maddukuri on 26th August, 2025.
The Company was required to fill the vacancy
within 3 months from the date of resignation,
however, the same was not filled during the
period under review and consequential delay in
filing of MGT 15.
BSE Limited has levied a penalty of Rs.36,000/-
plus GST for non-appointment of Company
Secretary and has freezed the shares of the
promoters.
|
The company has appointed whole-time
company secretary on 22nd April, 2026.
The Company has paid the penalty amount on
23.02.2026 to BSE Limited and shares of the
promoters were de-freezed.
Form MGT-15 have been filed by the company
on 18.07.2026.
|
|
4.
|
The resignation of Statutory Auditor occurred
after considering the first quarter financial results
and before holding the AGM. The statutory
auditor has given the limited review report only
on the financial results for the quarter ended 30th
June, 2025
|
The management noted the same.
|
|
5.
|
Non- compliance of composition of Nomination
and Remuneration Committee as per Regulation
19 of SEBI (LODR)
BSE Limited has levied a penalty of
Rs.2,07,860/- plus GST for violation the said
regulation
|
The company had applied for waiver of the
penalty levied by exchange.
However, BSE Limited has not granted any
waiver for payment of penalty of Rs. 2,07,860/-
for violation of Regulation 19. The penalty was
paid on 09.04.2026.
|
|
6.
|
The Company obtained shareholders' approval
for the bonus issue through Postal Ballot and
received in-principal approval from BSE Limited.
However, the allotment, listing and trading
approvals were completed after the close of the
financial year.
The bonus issue process was completed on
06.04.2026, which is beyond the prescribed
timelines of two months from the date of the
Board Meeting in which the bonus issue was
recommended.
BSE imposed a penalty of Rs. 1,80,000 plus GST
in this regard.
|
The Company has paid the penalty amount on
06.04.2026 to BSE Limited.
|
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:
|
PARTICULARS
|
2025-26
|
2025-26
|
|
Foreign Exchange Earnings
|
938.16
|
754.79
|
|
Foreign Exchange Outgo
|
69.66
|
--
|
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
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