SoftTech Engineers Limited — AGM Information 2022

Sep 22, 2022

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Date: 22[nd] September, 2022

To,

National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block – G Bandra – Kurla Complex Bandra (East), Mumbai – 400051 Symbol: SOFTTECH	BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400001 Scrip Code: 543470

Sub: Submission of proceedings of 26[th] Annual General Meeting

Dear Sir/ Madam,

It is to inform you that the 26[th] Annual General Meeting (AGM) of the Company was held on Thursday, 22[nd] September, 2022, at 3:30 P.M through video conferencing (‘VC’) / other audio visual means (‘OAVM’), in compliance with circulars issued by Ministry of Corporate Affairs and other applicable provisions of the Companies Act, 2013 and circulars issued by the Securities and Exchange Board of India (SEBI) to transact business as stated in Notice convening 26[th] AGM dated 26[th] August, 2022.

In this regard, please find enclosed herewith Summary of the proceedings of the Annual General Meetings of the Company as required pursuant to Regulation 30 of SEBI (LODR) Regulation 2015.

This is for your information and records.

Thanking you.

Yours Sincerely,

For SoftTech Engineers Limited

AISHWARYA SHASHANK PATWARDHAN Digitally signed by AISHWARYA SHASHANK PATWARDHAN DN: c=IN, st=Maharashtra, 2.5.4.20=cad038fb8561ca39cb3ad3ad91c1b91179dec129d698e461b703839d6261e6bd, postalCode=416416, street=T 1 RAJAS HIGHTS APARTMENTS MANISHA STATE BANK COLONY SAHYADRI NAGAR SANGLI, pseudonym=50afed72369ea8a15ae6a49f56a80857, serialNumber=02e73c7ed8a29067632e4864c7fc7282ba75c9e5c7a7e1a4c555213517178b0b, o=Personal, cn=AISHWARYA SHASHANK PATWARDHAN Date: 2022.09.22 18:09:24 +05'30'

Aishwarya Patwardhan Company Secretary Encl: As above

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SUMMARY OF PROCEEDING OF THE 26[TH] ANNUAL GENERAL MEETING OF SOFTTECH ENGINEERS LIMITED:

Date, time and venue:

Twenty Sixth Annual General Meeting of the Members of SoftTech Engineers Limited was held on Thursday, 22[nd] September, 2022, which commenced at 3:30 P.M. through video conferencing (‘VC’) / other audio visual means (‘OAVM’) in compliance with circulars issued by Ministry of Corporate Affairs and other applicable provisions of the Companies Act, 2013 and circulars issued by the Securities and Exchange Board of India (SEBI) from time to time. The Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

PROCEEDINGS AT THE MEETING:

Mr. Vijay Gupta, Chairman and Managing Director of the Company chaired the meeting. He welcomed the members present at the meeting. The requisite quorum for the meeting as required under Section 103 of the Companies Act, 2013, being present, the Chairman called the meeting in order.

14 members attended the meeting through Video Conferencing/ other audio visual means (‘OAVM’) mode.

Present Directors:
Mr. Vijay Gupta	Chairman and Managing Director
Mrs. Priti Gupta	Whole Time Director
Mr. Pratik Patel	Whole Time Director
Mr. Sridhar Pillalamarri	Independent Director
Mr. Sundararajan Srinivasan	Independent Director
Dr. Rakesh Singh	Independent Director
In Attendance:
Ms. Aishwarya Patwardhan	Company Secretary and Compliance officer
Mr. Kamal Agrawal	Chief Financial Officer

Further Mr. Sridhar Mudaliar, Partner SVD & Associates, Secretarial Auditor and Devesh Tudekar, DTSM & Associates scrutinizer were present at the meeting. Mr. Rahul Gupta, Independent Director could not attend the meeting due to pre-occupation.

The Chairman informed that the Statutory Registers and other applicable documents were available for inspection by any members electronically.

Thereafter Chairman commenced the proceedings of 26[th] Annual general Meeting.

The Chairman presented before the members the Annual Financial Performance for FY 2021-22, qualitative progress during current year and future endeavors of the Company. Detailed presentation is enclosed herewith.

Since there are no qualifications, observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the Company mentioned in the Statutory or Secretarial auditor’s report the same is not required to be read at this AGM according to Section 145 of the Companies Act, 2013.

The Chairman continued the proceedings and informed that the Notice of the AGM together with the Standalone and Consolidated financial statements and the reports of the Board of Directors and Auditors for the financial year ended March 31, 2022 were sent to the members by email and requested to be considered as read. The Chairman informed the Board that as per AGM notice, 2 proposals under Ordinary Business and 9 proposals under special business are proposed for approval of members as per details hereinunder:

Ordinary Business:

1. To receive, consider and adopt the Standalone and Consolidated Audited financial statements as on 31[st] March, 2022 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a director in place of Mrs. Priti Gupta (DIN: 01735673), who retires by rotation and, being eligible, offers herself for re-appointment.

Special Business:

1. To appoint Dr. Rakesh Kumar Singh (DIN: 02294988) as an Independent Director of the Company.

2. To re-appoint Mr. Rahul Gupta (DIN: 00024732) as an Independent Director of the Company.

3. To re-appoint Mr. Sridhar Pillalamarri (DIN: 00026018) as an Independent Director of the Company.

4. To consider and approve payment and revision in remuneration to Mr. Vijay Gupta (DIN: 01653314), Managing Director of the Company.

5. For considering payment of remuneration to Mrs. Priti Gupta (DIN: 01735673), Whole time Director according to Regulation 17(e)(ii) of SEBI LODR Regulation.

6. To provide loan to subsidiary(ies) or person(s) in which Director is interested under section 185 of the Companies Act, 2013.

7. To consider increase in Authorised Share Capital by alteration of Memorandum of Association of the Company.

8. To consider issue of Convertible Warrants by the Company.

9. To consider issue of Unsecured Compulsorily Convertible Debentures by the Company.

The Chairman invited the Members to express their views, ask questions and seek clarifications on resolutions proposed. There was one speaker shareholder registered with the Company and participated at the AGM which was suitably responded by the Chairman.

The Chairman informed that the Company had provided to the members facility to cast their vote electronically on all the resolutions set forth in the notice and have appointed Mr. Devesh Tudekar, Partner DTSM & Associates as a scrutinizer for conducting remote e-voting as well as voting at the time of meeting in a fair and transparent manner. The members were informed that the results of the e-voting will be declared on receipt of the scrutinizer’s report within 48 hours from the AGM and shall be placed on the Company’s website and will be sent to the stock exchanges where shares of the Company are listed.

Thereafter, the Chairman informed that the e-voting facility will remain open for the next 15 minutes after the conclusion of meeting to enable those members who have not cast their votes through remote e-voting to exercise their votes at the meeting and requested all the members to cast their votes.

The Chairman concluded the meeting with Vote of thanks to the stakeholders of the Company.

The meeting concluded on 4.20 PM. The web-link to connect to the meeting was disabled at 4.35 P.M.

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SoftTech Engineers Limited

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26[th] Annual General Meeting

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About your Company

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SoftTech | At a Glance

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Pioneering Products Customers & User Industry Experience & Solutions Base

Competency

25+ Years of proven 450+ Employee; track record in providing expertise in product innovative solutions to R&D, end-to-end project AEC Industry delivery; CMMi 3, ISO Certified

7+ products & solutions 18+ Indian state widely accepted by governments world market 600+ Serving clients; 20,000+ License users

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SoftTech | Our Journey

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----- Start of picture text -----

Solutions Monetized & IP
Current Solution Portfolio
Sold
1996 2000 2007 2008 2009 2019 2020 2022 Future
STRUDS AutoDCR OPTICON RuleBuddy
Launch of
Civit Solution
SEPL-ESRGSR PWIMS BIMDCR Suite
Engagement Models - Licensing | Transaction based | SaaS
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CIVIT Platform

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Transforming to Platform | Civit

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Public infrastructure work management solution

Permit management and compliance validation solution

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Integrated business and construction solutions for developers and contractors

Automated AI-powered accurate and fast plan compliance check and variance reporting solution

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Digital twin related solution to help visualize and direct tactile interaction with assets as well as physical intelligence

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SoftTech Solutions Deployed | Clients

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Public Sector Infrastructure/Real Architects/ Government Contractors Companies Estate Companies Consultants CivitPERMIT CivitPLAN CivitBUILD CivitINFRA CivitOPERATE

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Digital Transformation Landscape

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Stakeholders

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Government/ Owners/ Contractors/Bui Specialty Consultants Developers Regulators Public lders Contractors

Multi-Dimensional Building Information Modeling (BIM)

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• Going beyond 3D BIM • Integrated model including cost, schedule, energy management and asset management

• Facilitate usage of AR and CV

INTEGRATED GIS

• Fully integrated with BIM

• Geoanalytics

• Monitoring and spatial visualization

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• Zoning

SUSTAINABILITY

• Easy identification and tracking of carbon intense processes

• Integrated ESG declarations

• Set, validate and monitor emission targets

PLANNING

COMMON DATA & INTELLIGENCE CLOUD PLATFORM

PROCUREMENT

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DIGITAL TWIN

• Energy management

• Analyze energy networks, simulations

• Energy conservation by proactive response to changing weather

• IoT based analytics for construction risk management

AI-Based AUTOMATED PERMITTING SYSTEM

• AI/ML based complete compliance check

• CAD drawings and BIM model compatible

• Standardize drafting/modeling standards

• Reducing rework

DRONE-BASED

• Help address several worker safety concerns

• Periodic bridge/infrastructure inspections

• Survey of failed slopes

• Remote site monitoring

Access

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Web Access

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Mobile Access
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Wearable Devices AR/VR Metaverse
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Plan & Strategy

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Our 3 Pron ed Strate g gy

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3 Pronged Strategy Business Tech Corporate Initiative Revenue Model Change Product upgrade Corporate Revamp from One time To Recurring Overseas Expansion Integration of AI/ML, AR/VR, Incubation and Inorganic BIM and GIS on cloud based CAD/BIM based system, and Collaboration of Product launch of BIMDCR

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Business initiatives updates

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Business Updates

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• SEL signed partnership with Tech Mahindra for World wide Digital Construction Projects

• Tech M credentials and SEL product performance combines a strong synergy

• SEL has received a highly prestigious contract for Building permit systems from Maharashtra Government

• This is in line with Company’s plan to migrate towards Recurring Revenue Models especially Pay per Use model

• It is the largest state in terms of Building permit applications hence is a boost to growth

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• Launched the cloud based Construction ERP

• Good early traction with almost 300 + users in last 3-4 months (Freemium)

• Targeted towards RE players and Contractors as a SaaS offering

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• First 5 out of 7 incubate companies have shown good progress

• 1 Startup (Digital Labour Chowk) has raised funding at a valuation of ~ 1 mn USD (Amplinxt stake – 4%)

• Another startup (Salesclap CRM) has in-principle confirmation from a new VC fund for Seed Round

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• Developed a solution for Water Infrastructure management

• Datacenter Digital Twin solution proposed

• Currently in process to finalize the offering and collaboration roles

• Mitsubishi + SEL + EPC can address huge utility projects (Technology part)

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Investments Updates

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• SEL raised Equity investments in November 2021

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• Round size was INR 100 mn

• Initiated Development activities for Overseas Markets

• SEL has received commitment letters for investment in Aug 2022.

• The total fund raise will be INR 332.9 mn

• The above investment is in the form of Share warrants and CCD’s of INR 250 mn and INR 82.9 mn respectively

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Overseas Update

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US APAC	US APAC	UK
CivitPERMIT and CivitPLAN CivitBUILD	CivitBUILD Digital Twin Services	CivitPERMIT and CivitPLAN CivitBUILD
Establish presence –In Progress Team Building –Hiring in Progress Growth –Partnerships + Inorganic Plans Partnership – Tech M and other companies	Establish presence –Subsidiary Formation Team Building –Leader and Team APAC appointed Focus –Civit Build (SaaS), Digital Twin for Assets and Energy Management Establish presence –Prateek – Our Director is Shifting to UK Team Building –Local Partner Identified Growth –Corporate Sector for Products and Solutions

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Transforming Revenue Model

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Paradigm Shift in the Offering Structure of all the products to unlock scalability

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New Age
Business Model Licensing Pay Per SaaS Based Overseas
Services
Use
BIM based
Type of Revenue One Time Recurring Recurring Recurring DIGITAL TWIN
Services
Implementation Per Per User Per User GIS enables
Revenue Streams O & M - Fixed Transaction / Basis Basis Services
Per sq. ft +
Per Approval
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Existing Revenue model

New Age Revenue models

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Technology and Collaborations

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Mobile

Cloud Development .NetCore, ASP.Net, C#, MVC, BootStrap, jQuery, jSON Android and iOS Dashboard & Analytics Ajax, NodeJS and ReactJS, Cloud Native Statistics, predictive and prescriptive analysis AI/ML Rule Engine Security & Access controls Python, C++/Visual C++ and XML Cloud security, Rules based access control

CAD/BIM

CAD entity reading, model reading and data processing, DWG, IFC, Revit interfaces

GIS

ArcGIS, Google maps, Mapbox, OSM

Competencies

AR/VR, Computer vision, Intelligent BOTs

Digital to physical, image processing, NLP

DB & Admin

SQL Server, Oracle & Mongo DB

Technology Collaborations

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Native cloud services Digital city management BIM based iBMS and Smart Development partner Development partner Public sector enterprise system infra solutions including Forge solutions

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Inorganic Approach

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We have immense Domain expertise to nurture new technologies

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Launched the First and only Start-up corporate venture for AEC vertical technologies to groom and develop leaders of tomorrow.

SEL top management provides deep domain expertise to path breaking technologies in AEC industry and help create value for Customers and Shareholders

In a matter of time, it has made strong strides

Highlights

• Startup Applications Reviewed – 150+

• Selected Startups - 6

• Mentors helping the start ups - 11

• • Funding Raised – 2 out of 6

• Next batch of startups planned – Dec. 2022 –Feb 2023

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Vision: 2025

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1

• No. 1 in BIM Based cloud Permit system in the world

• CIVIT as No. 1 platform connecting Government, Private Enterprises and Citizens in AEC vertical

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Factors Helping Vision Industry Overview

Real Estate Technolo Trends – KPMG Re ort gy p

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Real Estate Technolo Trends – KPMG Re ort gy p

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Digitalization in infrastructure | Opportunity

Technology spend by construction companies will accelerate as a result of pandemic?

The Global Construction Project Management Software Market was valued at over $1.2 billion in 2018 and is expected to reach $2.3 billion by 2028 at a CAGR of 6.2%

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~McKinsey

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Agree
Strongly agree
28%
34%
Strongly disagree
8% Disagree
Neutral
11%
19%
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The Global Building Information Modelling (BIM) market is projected to reach $13.2 billion by the end of 2024, a 18%+ CAGR since 2017

~Market Research Engine

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The Global Digital Twin Market is estimated to be from $6.9 billion in 2022 to $73.5 billion by 2027, at a CAGR of 60.6% during the forecast period

~Research & Markets

Pandemic Impact

There is real push towards digital transformation in the construction industry. The construction technology investor funding is a record $2.1 billion in 2021, a 100% increase YOY

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The Global Green Construction Market size was valued at $265 Billion in 2019 and is anticipated to reach $610 billion by 2027 at a CAGR of 11.0%

~ Emergen Research

References: The ROI of construction technology || https://www.designbuild-network.com/comment/tech-spending-construction-industry/

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Financials

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Historical Financials

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Amt. in INR Lacs

			2021-22 5,745.67 197.20 5,942.87 40% 617.32 1,262.81 1,813.53 424.92 4,118.58 1,824.29 31% 764.24 1,060.05 286.44 773.60 196.04 577.56 10%
	Particulars	2019-20 2020-21
	Revenue Operating Revenue Other Income Total Revenue Revenue Growth % Cost of Sales Raw Material cost Employee Cost Outsourcing Expenses Selling & Administrative Expenses EBITDA EBITDA Margin Depreciation PBIT Financial Cost PBT Provision for Taxes PAT PAT Margin	5,794.70 4,157.36 95.43 102.35
		5,890.13 4,259.71
		-7% -28% 621.90 475.38 1,109.03 1,015.58 1,909.76 1,001.91 622.78 446.80
		4,263.48 2,939.67
		1,626.65 1,320.03
		28% 31% 371.95 550.28
		1,254.70 769.75
		169.22 239.22
		1,085.49 530.53
		314.83 152.11
		770.65 378.43
		13% 9%

Financial Overview

• Increase in the revenue is 40% in FY 22 as compared to FY 21, largely due to the growth in the pay per use services which is around 42%.

• Though the revenue has increased by 40%, company has maintained the EBITDA margin of 31% due to increase in outsourcing expenses increased from INR 1,001.91 lakhs to INR 1,813.53. Also there is increase in employee cost from INR 1,015.58 lakhs to INR 1,262.81 lakhs but as compare to operating revenue it has reduced from 24% in FY 21 to 22% in FY 22 respectively.

• PAT margin has slightly increased to 10% this year. Absolute profit has almost doubled in numbers.

• During the year receivables from the various Government departments has improved due to allocation and release of funds by the government for the work completed in the lockdown period which has resulted into the decrease in the receivables and improved the operating cash flow of the company.

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Revenue Migration

Service Wise Revenue

Order Book

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Amt. in INR Lacs

Revenue Break-Up	FY 18	FY 19	FY 20	FY 21	FY 22
One-Time Pay per Use	3,116.66 1,519.51	3,627.66 2,129.85	2,618.14 2,467.27	1,252.06 2,369.31	2,217.65 2,292.54
BIM / GIS	-	-	-	-	533.14
Others Total	518.06 5,154.23	518.03 6,275.55	709.29 5,794.70	535.98 4,157.36	702.34 **5,745.67 **

Revenue Mix FY 18 & FY 22

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FY 18 FY 22
10% 12%
48%
60%
29%
40%
One Time Revenue Recurring Revenue Others
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INR ~285 Cr+ Order Book + pipeline ( India) INR ~99 Cr+ Transaction Based Orderbook +Pipeline

Recurring Revenue

Revenue Migration

• For One Time Licensing business, order book execution got delayed due lockdown in FY 21 but the second half of 2022 has witnessed an improvement in the outlook, which has driven business sentiments higher, while a sharp drop in COVID-19 cases and faster pace of vaccinations has led to organisations bringing forward timelines and execution of the order book. This has shown the improvement in the one-time license revenue increase by 41% in FY 22 as compared to FY 21.

• Company ensured more sustainable revenue model within the on premise business, by entering into Pay Per Use (SaaS / Transaction Based revenue) and AMC contracts with all the implementation projects.

• Company has started generating the revenue from new product offerings in segment of BIM / GIS services. BIM / GIS services has contributed 9% of the total operating revenue in FY 22.

• Company has over the past 5 years made considerable progress to achieve a more recurring revenue based business model, and the below table shows the comparative with FY 18 vis-a vis FY 22

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It’s a new beginning with a completely digital Roadmap unveiling, SOFTTECH 2.0

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Thank You