To

The Members

B2B Software Technologies Limited

Your Directors hereby present the Twenty Fifth Annual Report of your Company togetherwith the Audited Accounts including Consolidated Accounts for the financial year endedMarch 31 2019 and the report of the Auditors thereon.

1. FINANCIAL RESULTS:

(In Rupees)

2. Industry Structure and development

Microsoft Dynamics is a growing business and global organizations identify MicrosoftDynamics as the preferred vendor for their next ERP investment. Microsoft Dynamicscustomer relationship management (CRM) and enterprise resource planning (ERP) softwareconnects people processes and systems. With easy to use fast to implement tools tomanage financials supply chain and operations. Microsoft Dynamics is sold by a globalnetwork of solution specialists known as partners or resellers.

3. State of Company affairs

B2B is one of the Microsoft Partner specialized in providing Implementation servicesfor Microsoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includesmid-sized companies and larger enterprises.

As a Microsoft partner B2B advances and adds value to Microsoft's leading businesssolutions and client relationships by ensuring that companies get the highest level ofattention expertise and results from Microsoft technology.

B2B has developed several Add-on's namely Quality HR & Payroll Plant Maintenanceand Life sciences Vertical for Microsoft Dynamics on NAV and AX.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1stApril2017 pursuant to Ministry of Corporate Affairs notification of the Companies (IndianAccounting Standards) Rules 2015.

4. LISTING OF EQUITY SHARES:

The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2018 2019.

5. TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.31854453/- brought forward fromthe previous years. The profit of Rs.58 00658/- earned during the year has been adjustedagainst the losses and the accumulated losses are reduced to Rs. 26053795/-. Hence yourcompany does not propose to transfer any amount to the Reserves.

6. CHANGE IN SHARE CAPITAL:

During the Financial year 2018-19 the Authorized Share Capital and Paid Up Capital asat 31st March 2019 stood at Rs. 120000000/- and Rs.115854000/- respectively. Duringthe year under review the company has not issued Securities nor granted any Stock Optionsor Sweat Equity.

6A. CHANGE IN NATURE OF BUSINESS IF ANY

During the year under review there has been no change in the nature of business of theCompany.

7. DIVIDEND

The Directors of the Company do not recommend any dividend during the year underreview.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.

However there are no amount available to be transferred to Investor Education andProtection Fund (IEPF) during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT:

Based on the recommendation of Nomination and Remuneration Committee Mrs. T.S.Maharani who is an Associate Member of Institute of Company Secretaries of India bearingMembership Number F8069 holding the prescribed qualification under section 2(24) of theCompanies Act 2013 is being appointed as Whole Time Company Secretary and ComplianceOfficer of the Company with effect from 26th February 2019.

Mrs. T.S. Maharani has opted to resign from the position of the Whole Time CompanySecretary and Compliance Officer of the Company with effect from 1stAugust 2019 forbetter prospects

Dr. Rama Chandra Rao Nemani (DIN: 01131212) and Dr. Murthy Mutyala had resigned asDirectors of the Company with effect from 18th April 2019 due to uncomforted laborious andabsorbing task in arranging the constitutional documents i.e. notary and apostilleddocuments for filing E-Form DIR-3 KYC with the Registrar of Companies Telangana. TheDirectors place on record their appreciation of the valuable advice and guidance given bythem while they were Directors of the Company.

There are no other material changes and commitments in the business operations of theCompany from the financial year ended 31stMarch2019 to the date of signing of theDirectors Report.

10. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiary. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company and its subsidiary which form part ofthe Annual Report. Further a statement containing the salient features of the financialstatement of the subsidiary in the prescribed format AOC 1 is appended as Annexure 1 tothe Board's report. The statement also provides the details of performance financialpositions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of the subsidiary are available on our websitewww.b2bsoftech.com. These documents will also be available for inspection during businesshours at our registered office.

11. CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regardingcompliance of the conditions of corporate governance by your Company as stipulated inRegulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are annexed to this Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the company and other material developments during the financial year.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6) of Section 149 of the Companies Act 2013.

All the Independent Directors have complied with the Code for Independent Directorsprescribed in Scheduled IV to the Act.

14. MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.

15. VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act 2013 your Company hasformulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. All permanent employees of theCompany are covered under the policy.

This mechanism is for the employees to report concerns about unethical behaviouractual or suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against victimization of employees who avail of the mechanism andallows direct access to the Chairman of the Audit Committee in exceptional cases.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 34(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board and Individual Directors is done on annual basis.

The evaluation is done by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.

INDUCTIONS:

During the year under review Mr. Chode Suresh (DIN: 03473921) has resigned from theBoard as an Independent Director with effect from 14th August 2019 and is being appointedas an Additional Non-Executive and Non-Independent Director whose office shall be liableto retire by rotation with effect from 28th August 2019 in order to comply with thecomposition of the Board as per the Companies Act 2013.

REGULARIZATION OF CHODE SURESH

Mr. Chode Suresh (DIN: 03473921) was appointed as an Additional Director of the Companyin the Board Meeting held on 28th August 2019 and to hold office upto the ensuing AnnualGeneral Meeting. Notice has been received from the members proposing his candidature forhis appointment as Director of the Company and accordingly his appointment wasrecommended.

RE APPOINTMENTS:

Dr. Rama Chandra Rao Nemani (DIN: 01131212) and Dr. Murthy Mutyala (DIN: 02394524) theNon-Executive Directors have resigned from the Board with effect from 18th April 2019. Andtheir resignation has caused insufficient availability of Non-Executive Directors in theBoard liable to retire by rotation as required under the Companies Act 2013.

The Company has only one Director who is liable to retire by rotation and hence in thecurrent financial year also Dr. Yaramati Satyanarayana(DIN: 00360679) is being consideredfor the Directors liable to retire by rotation.

Therefore Dr. Yaramati Satyanarayana (DIN: 00360679) retire at the ensuing AnnualGeneral Meeting and being eligible seek their re-appointment as no other Directors liableto retire by rotation were available. The Board recommends his re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

As per the Companies Act 2013 Mr. Venkata Nagendra Vietla (DIN: 00231729) Director andExecutive Director of the company has resigned from the Board with effect from 13th August2018 during the year under review. The Board places on record its appreciation for theservices rendered by him during his tenure as the Director.

Dr. Rama Chandra Rao Nemani (DIN: 01131212) and Dr. Murthy Mutyala(DIN: 02394524) hadresigned as Directors of the Company with effect from 18th April 2019 due to uncomfortedlaborious and absorbing task in arranging the constitutional documents i.e. notary andapostilled documents for filing E-Form DIR-3 KYC with the Registrar of CompaniesTelangana. The Board places on record their appreciation for the services rendered by themduring their tenure as the Directors of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review Mr. V. V. Nagendra Executive Director has resigned witheffect from 13th August 2018.Mrs. Thiruvellur Shanthavadhan Maharani has been appointed asCompany Secretary and Compliance Officer of the company with effect from 26th February2019.However she resigned as Company Secretary and Compliance Officer of the company witheffect from 1st August 2019.

The following are the KMP as on date:

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 5 (Five) Board meetings were held on the following dates:

a. 28.05.2018

b. 13.08.2018

c. 12.11.2018

d. 11.02.2019

e. 26.02.2019

Attendance of Directors at the Board Meetings and Annual General Meeting has beenfurnished in the Corporate Governance Report which forms part of the Directors Report.The intervening gap between any two Board Meetings was within the period prescribed underthe provisions of the Companies Act 2013. All the recommendations given by the AuditCommittee are accepted by the Board.

a. Audit Committee:

The Audit Committee constitutes of Mr. M. Rambabu Mr. A. Rambabu Mr. Ch. Suresh Ms.RajeswariImmani Dr. Murthy Mutyala and Dr. Ramachandra Rao Nemani. The Board of Directorshave accepted all the recommendations given by the Audit Committee. Mr. M. Rambabuis theChairman of the Audit Committee. The terms and reference of Audit Committee and details ofmeetings held during the financial year 2018-19 and the attendance of members are given inthe Corporate Governance Report which forms part of the Directors Report.

However Dr. Murthy Mutyalaand DrRamachandra Rao Nemaniwill not be part of AuditCommittee further since theyhave resigned as Directors of the Company with effect from18th April 2019.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of Mr. A. Rambabu Mr. M. RambabuMsRajeswariImmani Mr. Ch. Suresh and Dr. Murthy Mutyala. Mr. A. Rambabu is the Chairmanof the Nomination and Remuneration Committee. The terms of reference and the Nominationand Remuneration policy and details of meetings held during the financial year 2018-19 andthe attendance of members are provided in the Corporate Governance Report which formspart of the Directors Report.

However Dr. Murthy Mutyala will not be part of Nomination and Remuneration Committeefurther since he has resigned with effect from 18th April 2019.

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee consists of Mr. Ch. Suresh. Mr.M. Rambabu andMr. Bala Subramanyam Vanapalli. Mr. Ch. Suresh is the chairman of the Committee. The termsof reference and the details of meetings held during the financial year 2018-19 and theattendance of the members are provided in the Corporate Governance Report which formspart of the Directors Report.

20. INTERNAL FINANCIAL CONTROL:

The Board 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.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2018 - 19 theapplicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenanceof adequate accounting records in accordance with the provisions of the Act. They confirmthat there are adequate systems and controls for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively

22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the financial year 2018-19 your company had not given any loans or provided anyguarantees or made any investments as specified under the provisions of Section 186 of theCompanies Act 2013 read with rules made there under. However the Company is regularinvestor in the scrips of mutual funds which is outside the purview of the provisions ofSection 186 of the Companies Act 2013.

23. TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in theordinary course of business and on arm's length basis. There were no materiallysignificant related party transactions between your Company and the Directors promotersKey Managerial Personnel and other designated persons which may have a potential conflictwith the interest of company at large. Policy on the related parties as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is available onthe company's website: www.b2bsoftech.com.

All the material contracts with related parties have been approved by the AuditCommittee and the Members of the Company. Form AOC-2 for disclosure of particulars ofcontracts/arrangements entered into by your company with related parties is attachedherewith as Annexure -II.

24. RISK AND RISK MITIGATIONS

Microsoft Dynamics being a growing business new entrants into the market andcompetition will continue to exert pricing pressure undermining industry profitability.Strategic positioning and generating higher level of economic value by continuing to buildIP and offer value added services around verticals and add-on's is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route isidentified. The Board of Directors of your company have not identified any risks whichwill affect the going concern nature of the company.

25. TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure III to this report.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies Act (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company are provided in Annexure IV and formspart of this report.

The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in Annexure IV and forms part of thisreport.

The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is requiredto furnish any information in this report as required under the provisions of the saidAct.

However the Company is voluntarily complying with provisions of CSR by adopting 6 underprivileged children and taking care of their food and education.

28. EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form MGT 9 forms part of this report as Annexure V.

29. PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulatingthe dissemination of Unpublished Price Sensitive Information and trading in securities byInsiders.

30. DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.However the Company has obtained security deposits from employees but it is notconsidered as Deposits as per the provisions of Companies Act 2013 and the rules madethereunder.

a. Statutory Auditors:

M/s. Umamaheswara Rao & Co. Chartered Accountants have been appointed as theStatutory Auditors in the 20th Annual General Meeting held on 30thSeptember 2014 to holdoffice till the conclusion of the 25th Annual General Meeting. Their term expires at theconclusion of the 25th Annual General Meeting.

They have consented to be re-appointed as the Statutory Auditors of the Company ifapproved in the General Meeting would be within the limits specified under section141(3)(g) of the Companies Act 2013. In this regard the Company has received acertificate from the auditors about their eligibility and intimated their consent andwillingness for their reappointment pursuant to the provisions of Section 139 of theCompanies Act 2013 and rules framed thereunder

Pursuant to the provisions of Section 139 (2) (b) the Companies Act 2013 M/s.Umamaheswara Rao & Co. (Firm Registration No.: 004453S) Chartered Accountants basedon the recommendations of the Audit Committee it is proposed to re-appoint them for afurther period of three consecutive years to hold office from the conclusion of 25thAnnual General Meeting until the conclusion of 28th Annual General Meeting without therequirement of any further ratification by the members of the Company at subsequent AnnualGeneral Meetings. The Board recommends their re-appointment.

There are no comments qualifications reservations or adverse remarks by the StatutoryAuditors in their report.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mrs. K. Jhansi Laxmi Company Secretary in Whole time Practice to undertakethe Secretarial Audit of the Company for the financial year 2018 2019. The SecretarialAudit report is annexed herewith as Annexure VI.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the Company has appointed M/s M. Vijaya Kumar & Co. CharteredAccountants as the Internal Auditors of the Company for the financial Year 2019-20.

REPLY TO OBSERVATION RAISED BY THE SECRETARIAL AUDITOR:

1. Mrs. Thiruvellur Shanthavadhan Maharani has been appointed as Company Secretary andCompliance Officer of the company with effect from 26th February 2019.

2. The Company is in the process of complying with the requirement of achieving 100%holding of the promoters in demat forms as required under the SEBI (Listing obligationsand Disclosure Requirements) Regulations 2015

32. FRAUDS REPORTED BY THE AUDITORS

No Frauds were reported by the Auditors either to the Audit Committee or in theirreports during the year under review.

33. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.

Your company has also complied with provisions relating to the constitution of internalcomplaints committee under sexual harassment of women at workplace (preventionprohibition and redressal) act 2013.

During the financial year 2018-19 the Company has not received any complaints onsexual harassment.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

35. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act 2013 are not applicable for theyear since the Company is not falling under the category of class Companies as prescribedunder Sub-section (1) of Section 148 of the Companies Act 2013 and Rules framedthereunder.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries if India on Board Meetings and General Meetings.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC)

No application has been filed for Corporate Insolvency Resolution process by thecompany under the IBC before the National Company Law Tribunal (NCLT) during the yearunder review.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers STPI Customs and Central Excise and various State and CentralGovernment Agencies. Your Directors also thank all the Customers Members and Employeesfor their valuable support and confidence in the Company.

Part "A" Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Notes: The following information shall be furnished at the end of the statement

1. Names of the subsidiaries which are yet to commence operations: NIL

2. Names of the subsidiaries which have been liquidated or sold during the year: NIL

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures:

The Company does not have any associate companies and Joint Ventures. Hence theinformation required under this head is not being furnished.

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)]

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

a) Name(s) of the related party and nature of relationship

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts/arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the valueif any

e) Justification for entering into such contracts or arrangements or transactions

f) Date(s) of approval by the Board

g) Amount paid as advances if any

h) Date on which the special resolution was passed in general meeting as required underfirst proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm's length basis:

Annexure III to the Directors Report

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules 2014 and forming part of the Directors Report

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans:

I. Reaching Microsoft Partners for Add-on sales by enrolling them as resellers. ii.Reaching Microsoft Partners for Resource placement requirements onsite and off shoredevelopment works iii. Signing up exclusive agreement with partners for specific countriesfor Add-on sales.

b. Total Foreign Exchange used and earned: