SoftTech Engineers Limited — Regulatory Filings 2021

Nov 2, 2021

To, National Stock Exchange of India Limited Bandra-Kurla Complex Bandra (East) Mumbai – 400 051

2nd November, 2021

Scrip Code: SOFTTECH

SUBJET: Outcome of Board Meeting held on 2nd November, 2021 as per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), 2015

Pursuant to regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform that the Board of Directors of the Company at its meeting held Today, i.e. 2nd November, 2021 which commenced at 12.30 PM and concluded at 2.00 PM have considered and approved the following:

• 1. The Board of Directors considered and approved Unaudited Standalone and Consolidated Financial Results of the Company along with limited review report thereon from Statutory Auditors for half year ended 30th September, 2021.
• 1. The Board of Directors approved migration of listing / trading of equity shares of the company from NSE emerge (SME platform of NSE) to main board of NSE and direct listing on main board of BSE subject to approval of shareholders.
• 1. Approved conduct of postal ballot through e-voting facility for approval of shareholders for above mentioned agenda no. 2 and approved postal ballot notice. Further the Company has fixed Friday, 29th October, 2021 as the cut-off date for determining the members eligible to vote for the purpose of postal ballot through e-voting.

Kindly take the same on record.

For SoftTech Engineers Limited

AISHWARYA PATWARDHAN COMPANY SECRETARY

LLPIN: AAT-9949 Dr. Pai Marg, Baner, Pune – 45 Tel (O): 020 – 27290771/1772/1773 Email: pgb@pgbhagwatca.com Web: www.pgbhagwatca.com

Independent Auditor's Review Report on the standalone unaudited half yearly financial results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To, The Board of Directors SoftTech Engineers Limited (SEL) SoftTech Towers, S. No. 1/1A/7 8 15 16 17, Plot No. B, C, D, Baner, Baner Road, Pune- 411045

• 1. We have reviewed the accompanying statement of standalone unaudited financial results ('the Statement') of SoftTech Engineers Limited ('the Company') for the half year ended 30 September 2021, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
• 1. The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25, Interim Financial Reporting ('AS 25'), prescribed under Section 133 of the Companies Act, 2013 ( 'the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (as amended), including the relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently,

does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in AS 25 , prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to Note 6 to the accompanying Statement, which describes the effects of uncertainties relating to 'COVID-19' pandemic outbreak on the Company's operations and management's evaluation of its impact on the accompanying Statement as at 30 September 2021, the extent of which is significantly dependent on future developments as they evolve. Our conclusion is not modified in respect of this matter.
• 1. The comparative financial information/results of the company for the half year ended September 30, 2020 and March 31, 2021 and year ended March 31, 2021 are based on the previously issued results which were reviewed/audited by another auditor, on which they had expressed unmodified opinions/conclusions dated 27 November 2020 and 25 June 2021 respectively. Our conclusion is not modified in respect of this matter.

For P G BHAGWAT LLP Chartered Accountants Firm's Registration Number: 101118W/W100682

Abhijeet Bhagwat Partner Membership Number: 136835 UDIN: 21136835AAAAEX9462

Pune November 2, 2021

SEL_ Limited Review Report (Standalone) September 30, 2021 Page 2 of 2

M/s P.G. Bhagwat the partnership firm was converted and incorporated as Limited Liability Partnership on the 28th September 2020

SoftTech Engineers Limited
Registered Office: SoftTech Towers, Opp. Royal Enfield Showroom, 1-Baner, Baner Road, Pune: 411045.

CIN: L30107PN1996PLC016718, Website: www.softtech-engr.com

Statement of Standalone Unaudited Financial Results for the half year ended 30 September 2021

Sr.	Particulars		Half-year ended		Year ended
no.		30 September 2021	31 March 2021	30 September 2020	31 March 2021
		(Unaudited)	Unaudited	(Unaudited)	Audited
			(refer note 4
			below)
1	Income
	(a) Revenue from operations (b) Other income	264,417,174	222,493,636	193,242,001	415,735,637
		9,815,540	6,644,123	3,318,962	9,963,085
	Total income	274, 232, 714	229,137,759	196,560,963
					425,698,722
$\overline{2}$	Expenses
	(a) Purchases of stock-in-trade	19,488,268	32,129,387	15,408,489	47,537,876
	(b) Employee benefits expense	60,529,560	52,214,371	48,023,109	100,237,480
	(c) Finance costs	13,555,085	12,327,338	11,429,362	23,756,700
	(d) Depreciation and amortisation expense	31,968,833	27,336,085	21,627,970	48,964,055
	(e) Professional fees for technical consultants	95,173,345	63, 673, 172	29,587,163	93,260,335
	(f) Other expenses	18,542,069	26,530,565	30,585,474	57,116,038
	Total expenses	239,257,160	214,210,918	156,661,567	370,872,485
3	Profit before tax (1 - 2)
		34,975,554	14,926,841	39,899,396	54,826,237
$\overline{\mathbf{4}}$	Tax expense
	Current tax	9,400,000	1,455,000	11,545,000	13,000,000
	Deferred tax charge/(credit)	(215, 460)	3,209,270	(665, 466)	2,543,804
5	Net profit for the period/year $(3 - 4)$	25,791,015	10,262,572	29,019,862	39,282,434
6	Paid-up equity share capital
	(Face value per share, ₹10 each)	94,880,880	94.666.720	94,666,720	94,666,720
7	Reserves (excluding revaluation reserves ₹ Nil)				628,296,641
8	Earnings per share (of ₹10 each) (not annualised):
	(a) Basic
	(b) Diluted	2.72 2.72	1.08 1.08	3.07 3.06	4.15 4.14

$\hat{\psi}$

$\sim$

SoftTech Engineers Limited Statement of Standalone Assets and Liabilities

$\overline{\phantom{a}}$

Sr. no.	Particulars	As at 30 September 2021	As at 31 March 2021
		(Unaudited)	(Audited)
A 1	Equity and liabilities Shareholders' funds (a) Share capital
	(b) Reserves and surplus	94,880,880	94,666,720
		653,980,576 748,861,456	628 296,641 722,963,361
2	Share application money pending allotment
3	Non-current liabilities
	(a) Long-term borrowings
		190,908,862	196,472,232
	(b) Other long-term liabilities	2,189,750	1,310,590
	(c) Long-term provisions	11,841,873	11,057,858
		204,940,486	208,840,680
$\overline{\mathbf{4}}$	Current liabilities
	(a) Short-term borrowings	145,987,429	124, 362, 796
	(b) Trade payables
	Total outstanding dues of micro enterprises and small enterprises	1,278,265	687,697
	Total outstanding dues of creditors other than micro enterprises and small enterprises	43,791,982	91,970,359
	(c) Other current liabilities	68,055,675	31,235,859
	(d) Short-term provisions	6,087,114	5,666,839
		265,200,464	253,923,550
	Total	1,219,002,404	1,185,727,591
B	Assets
1	Non-current assets
	(a) Property, plant and equipment and Intangible assets
	i) Tangible asset	48,599,724	41,274,839
	ii) Intangible asset	131,803,840	158,507,601
	iii) Intangible assets under development	85,987,907	30,810,039
	(b) Non-current investments	31,191,944	30,193,335
	(c) Deferred tax assets (net)	10,791,447	10,575,987
	(d) Long-term loans and advances	47,575,820	37,022,693
	(e) Other non-current assets	106,049,992	100,267,533
		462,000,673	408,652,027
$\mathbf{2}$	Current assets
	(a) Current investments
	(b) Trade receivables	24,781,812	49,866,746
	(c) Cash and bank balances	292,066,140 5,487,726	333,676,604 1,078,092
	(d) Short-term loans and advances	18,995,229	10,371,124
	(e) Other current assets	415,670,823	382,082,998
	$\epsilon$	757,001,729	777,075,564
	Total	1,219,002,404	1,185,727,591

$\hat{\psi}$

SoftTech Engineers Limited
Registered Office: SoftTech Towers, Opp. Royal Enfield Showroom, 1-Baner, Baner Road, Pune: 411045.

CIN: L30107PN1996PLC016718, Website: www.softtech-engr.com

Standalone Cash Flow Statement

Particulars			Half Year ended
		30 September 2021 (unaudited)	30 September 2020 (unaudited)
Cash flow from operating activities
Profit before tax
Adjustments for:		34,975,554	39,899,396
Depreciation and amortisation expense		31,968,833	21,627,970
Unrealised gain on foreign currency transactions and translations (net)		(73, 759)
Employees' stock option compensation			161,620
Finance costs		13,547,549	11,423,216
Bad debts and advances written off		31,969
(Reversal of)/ Provision for doubtful debts		(5, 159, 098)	2,000,010
Gain on sale of investment		(915,066)	(154, 253)
Interest income on deposits		(2,038,559)	(2,607,433)
Operating profit before working capital changes		72,337,423	72,350,526
Changes in working capital:
(Decrease)/increase in trade payables, liabilities and provisions		(12, 338, 772)	(36,870,363)
Decrease/(increase) in trade receivables		46,811,352	72,852,502
(Increase) in loans and advances and other assets Cash generated from / (used in) operations		(43, 845, 621)	(83, 221, 192)
Direct taxes paid (net)		62,964,382	25,111,473
Net cash (used in)/ generated from operating activities	(A)	(20, 079, 436) 42,884,946	(10,748,688) 14,362,785
Cash flow from investing activities
Purchase of property, plant and equipment
(including Capital work in progress, intangible assets and intangible assets under development)		(67, 767, 824)	(29, 531, 689)
Investments in subsidiary companies		(998, 609)	(6,437,514)
Redemption of mutual fund units (net)		26,000,000	5,000,000
Fixed deposits including balances in escrow account received / (placed)		(7, 461, 686)	4,015,268
Interest and dividend received		522,445	6,408,491
Net cash used in investing activities	(B)	(49,705,674)	(20, 545, 444)
Cash flow from financing activities
Share application money received		107,080
Repayment of long-term borrowings		(4, 119, 110)	(1,819,688)
Proceeds from long-term borrowings		3,288,155	13,750,000
Proceeds from short-term borrowings (net)		16,892,219	1,807,251
Interest paid		(9,893,317)	(7,106,390)
Net cash (used in) / generated from financing activities	(C)	6,275,026	6,631,173
Net (decrease)/ increase in cash and cash equivalents	$(A+B+C)$	(545,702)	448,514
Cash and cash equivalents at the beginning of the period		1,071,102	172,421
Cash and cash equivalents at the end of the period		525,400	620,935
Cash and cash equivalents comprise of :
Cash on hand		131,304	5,794
Balances with banks (in current accounts) Cash and cash equivalents as at end of the period		394,096	615,141
		525,400	620,935

$\vec{\omega}$

SoftTech Engineers Limited

Notes:

• 1 The financial results are prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other recognised accounting practices and policies, as applicable.
• 2 The above results were reviewed by the Audit Committee and were thereafter approved by the Board of Directors at their respective meetings held on 2nd November 2021. There are no qualifications in the audit report issued for the period ended 30 September 2021.
• 3 The Company operates in a single reportable business segment, which is business consulting and software implementation and related support activities. Further, the Company operates primarily in India and there is no other significant geographical segment. Accordingly, no segment information has been submitted as a part of these financial results.
• 4 Figures for the half year ended 31 March 2021 as reported in these financial results, are the balancing figures between audited figures in respect of the full financial year ended 31 March 2021 and the published/reviewed half-yearly financial results up to 30 September 2020.

$\overline{5}$ Material Changes Post Reporting Period

Pursuant to the resolution passed by the Board on 4th September, 2021 and shareholders on 30th September, 2021, the Company has made preferential issue of 666,666 (Six Lakh Sixty Six Thousand Six Hundred Sixty Six) Equity Shares of the Company of face value of INR 10 each, at INR 150 (Indian Rupees One Hundred and Fifty) per share, including premium, at an aggregate consideration of INR 9,99,99,900 (Indian Rupees Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred), for cash, on preferential issue / private placement basis. Application money was received on 7th October, 2021 and allotment under preferential issue / private placement was made on 8th October, 2021.

6 Estimation uncertainty relating to the global health pandemic - COVID-19

$\vec{\Omega}$

In March 2020, the World Health Organization declared Covid-19 a global pandemic. Consequent to this, Government of India declared a nations wide lockdown, which has impacted normal business operations of the Company. The Company has resumed its business activities from June 2020, in line with the guidelines issued by the Government authorities, taken steps to strengthen its liquidity position and initiated cost restructuring exercise. Then again second wave of Covid-19 came in the month of Mar-21 which lasted till June-21. In preparation of these financial results, the Company has taken into account internal and external sources of information to assess possible impacts of the pandemic, including but not limited to assessment of liquidity, assessment of recoverable and carrying value of certain assets such as property, plant and equipment, intangible assets, impact on revenues and receivables including unbilled revenue. Majority of customer base of the company are governmental authorities and on account of delay in sanctioning the new proposals, revenue from operations represents declining trend post imposition of lockdown in the first quarter of the current financial year. The impact of Covid-19 pandemic on the overall economic environment being uncertain may affect the underlying assumptions and estimates used to prepare Company's financial results, which may differ from impact considered as on the date of approval of these financial results. Based on current indicators, the company has sufficient liquidity and it expects to recover the carrying value of its assets as stated in Statement of assets and liabilities. The Company has resumed its business activities again from June 2021, in line with the guidelines issued by the Government authorities, taken steps to strengthen its liquidity position and initiated cost restructuring exercise. The Company will continue to monitor any material changes to future economic conditions.

For and on behalf of the Board of Directors

Vijav Gupta nti Managing Director

Pune 2nd November 2021

LLPIN: AAT-9949 Dr. Pai Marg, Baner, Pune – 45 Tel (O): 020 – 27290771/1772/1773 Email: pgb@pgbhagwatca.com Web: www.pgbhagwatca.com

Independent Auditor's Review Report on the consolidated unaudited half yearly financial results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To The Board of Directors SoftTech Engineers Limited (SEL) SoftTech Towers, S. No. 1/1A/7 8 15 16 17, Plot No. B, C, D, Baner, Baner Road, Pune- 411045

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of SoftTech Engineers Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), for the half year ended 30 September 2021, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
• 1. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25, Interim Financial Reporting ('AS 25'), prescribed under Section 133 of the Companies Act, 2013 ( 'the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in

Offices at: Mumbai | Kolhapur | Belagavi | Hubballi | Dharwad | Bengaluru

accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.

The Statement includes the results of the following entities:

• a. SoftTech Engineers Inc. (Subsidiary Company)
• b. SoftTech Finland Oy (Subsidiary Company)
• c. SoftTech Government Solutions Inc. (Step Down Subsidiary Company)
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in AS 25 , prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. The Statement includes the interim financial results of three subsidiaries, which have not been reviewed or audited by their auditors, whose interim financial information (before eliminating inter-company balances/transactions) reflects total assets of ₹ 2,89,91,069 as at 30 September 2021, and total revenues of ₹ 2,26,881 net (loss) after tax of ₹ (31,20,331) for the half year ended 30 September 2021 and cash flow (net) of ₹ 7,16,770 for six month period ended 30 September 2021, as considered in the Statement, and have been furnished to us by the Holding Company's management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries are based solely on such unreviewed interim financial information. According to the information and explanations given to us by the management, this interim financial information is not material to the Group.

Our conclusion is not modified in respect of this matter with respect to our reliance on the financial information certified by the management.

SEL_ Limited Review Report (Consolidated) September 30, 2021 Page 2 of 3

M/s P.G. Bhagwat the partnership firm was converted and incorporated as Limited Liability Partnership on the 28th September 2020

P G BHAGWAT LLP Chartered Accountants LLPIN: AAT-9949

• 1. We draw attention to Note 6 to the accompanying Statement, which describes the effects of uncertainties relating to 'COVID-19' pandemic outbreak on the Group's operations and management's evaluation of its impact on the accompanying Statement as at 30 September 2021, the extent of which is significantly dependent on future developments as they evolve. Our conclusion is not modified in respect of this matter.
• 1. The comparative financial information/results of the group for the half year ended September 30, 2020 and March 31, 2021 and year ended March 31, 2021 are based on the previously issued results which were reviewed/audited by another auditor, on which they had expressed unmodified opinions/conclusions dated 27 November 2020 and 25 June 2021 respectively. Our conclusion is not modified in respect of this matter.

For P G BHAGWAT LLP Chartered Accountants Firm's Registration Number: 101118W/W100682

Abhijeet Bhagwat Partner Membership Number: 136835 UDIN: 21136835AAAAEY2162

Pune November 2, 2021

SEL_ Limited Review Report (Consolidated) September 30, 2021 Page 3 of 3

SoftTech Engineers Limited Registered Office: SoftTech Towers, Opp. Royal Enfield Showroom, 1-Baner, Baner Road, Pune: 411045.

CIN: L30107PN1996PLC016718, Website: www.softtech-engr.com

Statement of Consolidated Unaudited Financial Results for the half year ended 30 September 2021

Sr.	Particulars		Half-year ended
no.		30 September 2021	31 March 2021	30 September	Year ended 31 March 2021
		(Unaudited)	Unaudited	(Unaudited)
			(refer note 4		Audited
			below)
1	Income
	(a) Revenue from operations	264,417,174	222,493,636	193,242,001	415,735,637
	(b) Other income	9,744,231	6,743,972	3,232,125	9,976,097
	Total income	274,161,404	229,237,608	196,474,126	425,711,734
$\overline{2}$	Expenses
	(a) Purchases of stock-in-trade
	(b) Employee benefits expense	19,488,268	32,129,387	15,408,489	47,537,876
	(c) Finance costs	62,332,348	57,664,756	50,860,392	108,525,148
	(d) Depreciation and amortisation expense	13,555,085	12,327,338	11,429,362	23,756,700
	(e) Professional fees for technical consultants	31,968,833 95,764,677	27,336,085	21,627,970	48,964,055
	(f) Other expenses	19,196,970	64,340,981	29,587,163	93,928,144
			27,380,485	32,858,148	60,238,633
	Total expenses	242,306,182	221,179,032	161,771,524
					382,950,556
3	Profit before $\text{tax}(1 - 2)$	31,855,223	8,058,576	34,702,602	42,761,178
$\overline{\mathbf{4}}$	Tax expense Current tax
		9,400,000	1,455,000	11,545,000	13,000,000
	Deferred tax charge/(credit)	(215, 460)	3,209,270	(665, 466)	2,543,804
5	Net profit for the period/year $(3 - 4)$
		22,670,684	3,394,306	23,823,069	27,217,373
6	Net profit/(loss) attributable to:
	- Equity Shareholders of the Company	22,654,301
	- Minority Interest	16,383	3,396,208	23,856,388	27,252,596
			(1,904)	(33,319)	(35, 223)
6	Paid-up equity share capital	94,880,880	94,666,720	94,666,720
	(Face value per share, ₹10 each)				94,666,720
$\overline{7}$	Reserves (excluding revaluation reserves $\bar{\epsilon}$ Nil)				600,435,963
8
	Earnings per share (of ₹10 each) (not annualised):
	(a) Basic
	(b) Diluted	2.39	0.36	2.52	2.88
		2.39	0.36	2.52	2.87

$\vec{\Omega}$

$\bar{z}$

SoftTech Engineers Limited Statement of Consolidated Assets and Liabilities

Sr. no.	Particulars	As at 30 September 2021	As at 3l March 2021
		/Ilnqrrdifpd\	/A rrdifad\
	tv and liabilities
	Shareholders' funds
	(a) Share capital	94,880,880	94,666,720
	(b) Reserves and surplus		600 4i5 q.5i
		717,864,064	695, 1 02.683
	application money pending allotment
	irrority intercst	44,210	27,305
3	liabilities
	) Long-term borrowings
	b) Other long-term liabilities	194,621,617	196.4'72,232
	) Lonu-tcrm provisions	2,189,750	1.3 10.590
		208,653,241	208,840.680
4	liabilities
	(a) Short-term bonowings
	(b) Trade payablcs	145,987,429	124.362,796
	otal outstanding ducs of rnicro cnterprises ancl small cnterprises	1,279,265	687,697
	otal outstanding dues ofcreditors other than micro enterprises and srnall enterprises	43,690,506	92.340,286
	c) Othcr currcnt liabilitics d) Short-term provisions	68,055,679	31,439.941
			254,497,s59
			l-158.468.228
B	Assets
	Non-current assets
	) Property. planl and cquipment and Intangible asscls
	i) Tangible asset ii) IntangibJc asscl	48,599,724	41,274,839
	iritCaprral lorl' in pru.urcss	131,803,840	I 58,507,601
	iv) IntangibJe assets under development
	b) Non-current invcstments	85,987,907 469,800	30,810,034
	c) Defcrrcd tax asscts (nc()	10,791,447	379,800 10,575,981
	d) Lone-tcnn loans and advances	47,387,165	36,734,886
	e) Other non-current assets
		431,219,821	378.679,3 1 3
	assets
	(a) Cunent invr:stmcnls	24.781,812	49,866,7 46
	b) Trade receivables	292,066,140	333,676 604
	c) Ca.sh and bank balances d) Short-tcrm loans and advanccs	8,917,846	3.791.442
	c) Othcr currcnt asscts	-1,9,004,066	10,311.t24
			179,788,914
	'l'otal		I I 58 46R 77R

i.:-

SoftTech Engineers Limited Registered Office: SoftTech Towers, Opp. Royal Enfield Showroom, 1-Baner, Baner Road, Pune: 411045.

CIN: L30107PN1996PLC016718, Website: www.softtech-engr.com

Consolidated Cash Flow Statement

Particulars
			Half Year ended
		30 September 2021 (unaudited)	30 September 2020 (unaudited)
Cash flow from operating activities
Profit before tax
Adjustments for:		31,855,223	37,498,202
Depreciation and amortisation expense
Loss on sale of equipment		31,968,833	21,627,970
Unrealised gain on foreign currency transactions and translations (net)
Employees' stock option compensation		(2, 450)	86,837
Finance costs			161,620
Bad debts and advances written off		13,547,549 31,969	11,423,216
(Reversal of)/ Provision for doubtful debts		(5,159,098)	1,804,410
Gain on sale of investment		(915,066)	(154, 253)
Interest income on deposits		(2,038,559)	(2,607,433)
Operating profit before working capital changes		69,288,401	69,840,569
Changes in working capital:
(Decrease)/increase in trade payables, liabilities and provisions Decrease/(increase) in trade receivables		(13, 014, 262)	(37, 024, 213)
(Increase) in loans and advances and other assets		46,740,043	73,048,102
Cash generated from / (used in) operations		(43, 954, 923)	(86, 476, 621)
Direct taxes paid (net)		59,059,259	19,387,837
Net cash (used in)/ generated from operating activities	(A)	(20,079,436)	(10,748,688)
		38,979,823	8,639,149
Cash flow from investing activities
Purchase of property, plant and equipment
(including Capital work in progress, intangible assets and intangible assets under development)		(67, 767, 301)	(29, 531, 689)
Investments in subsidiary companies
Purchase of mutual fund units		(90,000)
Redemption of mutual fund units (net)		26,000,000
Fixed deposits including balances in escrow account received / (placed)			5,000,000
Fixed deposits made		(7, 461, 686)	4,015,268
Interest and dividend received Dividend received		522,445	6,408,491
Net cash used in investing activities
	(B)	(48, 796, 542)	(14, 107, 930)
Cash flow from financing activities
Proceed from issue of shares
Repayment of long-term borrowings		107,080 (406, 355)	(1,819,688)
Proceeds from long-term borrowings		3,288,155	13,750,000
Proceeds from short-term borrowings (net) Interest paid		16,892,219	1,807,251
		(9,893,317)	(7,106,390)
Net cash (used in) / generated from financing activities	(C)	9,987,781	6,631,173
Net (decrease)/ increase in cash and cash equivalents
	$(A+B+C)$	171,063	1,162,392
Cash and cash equivalents at the beginning of the period
		3,784,457	1,467,388
Cash and cash equivalents at the end of the period		3,955,520	2,629,780
Cash and cash equivalents comprise of :
Cash on hand
Balances with banks (in current accounts)		131,304	5,794
Cash and cash equivalents as at end of the period		3,824,216	2,623,986
娑		3,955,520	2,629,780

SoftTech Engineers Limited

Notes:

• 1 The financial results are prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other recognised accounting practices and policies, as applicable.
• 2 The above results were reviewed by the Audit Committee and were thereafter approved by the Board of Directors at their respective meetings held on 2nd November 2021. There are no qualifications in the audit report issued for the period ended 30 September 2021.
• 3 The Company operates in a single reportable business segment, which is business consulting and software implementation and related support activities. Further, the Company operates primarily in India and there is no other significant geographical segment. Accordingly, no segment information has been submitted as a part of these financial results.
• 4 Figures for the half year ended 31 March 2021 as reported in these financial results, are the balancing figures between audited figures in respect of the full financial year ended 31 March 2021 and the published/reviewed half-yearly financial results up to 30 September 2020.

5 Material Changes Post Reporting Period

Pursuant to the resolution passed by the Board on 4th September, 2021 and shareholders on 30th September, 2021, the Company has made preferential issue of 666,666 (Six Lakh Sixty Six Thousand Six Hundred Sixty Six) Equity Shares of the Company of face value of INR 10 each, at INR 150 (Indian Rupees One Hundred and Fifty) per share, including premium, at an aggregate consideration of INR 9,99,99,900 (Indian Rupees Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred), for cash, on preferential issue / private placement basis. Application money was received on 7th October, 2021 and allotment under preferential issue / private placement was made on 8th October, 2021.

6 Estimation uncertainty relating to the global health pandemic - COVID-19

In March 2020, the World Health Organization declared Covid-19 a global pandemic. Consequent to this, Government of India declared a nations wide lockdown, which has impacted normal business operations of the Company. The Company has resumed its business activities from June 2020, in line with the guidelines issued by the Government authorities, taken steps to strengthen its liquidity position and initiated cost restructuring exercise. Then again second wave of Covid-19 came in the month of Mar-21 which lasted till June-21. In preparation of these financial results, the Company has taken into account internal and external sources of information to assess possible impacts of the pandemic, including but not limited to assessment of liquidity, assessment of recoverable and carrying value of certain assets such as property, plant and equipment, intangible assets, impact on revenues and receivables including unbilled revenue. Majority of customer base of the company are governmental authorities and on account of delay in sanctioning the new proposals, revenue from operations represents declining trend post imposition of lockdown in the first quarter of the current financial year. The impact of Covid-19 pandemic on the overall economic environment being uncertain may affect the underlying assumptions and estimates used to prepare Company's financial results, which may differ from impact considered as on the date of approval of these financial results. Based on current indicators, the company has sufficient liquidity and it expects to recover the carrying value of its assets as stated in Statement of assets and liabilities. The Company has resumed its business activities again from June 2021, in line with the guidelines issued by the Government authorities, taken steps to strengthen its liquidity position and initiated cost restructuring exercise. The Company will continue to monitor any material changes to future economic conditions.

For and on behalf of the Board of Directors nttie Viiav Gupta Managing Director

Pune 2nd November 2021

$\vec{v}$

Date: 2'd November, 2021

To,

National Stock Exchange of India Limited Bandra-Kurla Complex Bandra (East) Mumbai - 400 ⁰⁵¹

Dear Sir/ Madam,

Scrip Code: SOFTTECH

Subject: Declaration Pursuant to Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Pursuant to Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended), we hereby declare and confirm that the financial results do not contain any false or misleading statement or figures and do not omit any materi al fact which may make the statements or figures contained therein misleading.

We request you to take above information on your record.

Thanking You,

For SoftTech Engineers Limited

W *(ye

Vijay Gupta Chairman and Managing Director

SottTech'

Em.powering Transformation

Kamal Agrawal Chief Financial Officer

SoftTech Engi neers Limited . CMM|/3, ISO 9001; ²⁰¹⁵

CIN: 130'1 07 PN1 996P1C01 571 I Regisiered Office:SoftTech Towers, S N0 1 /1A/7 B 151617 Plot No B,C,D,1-Baner, 0pp Royal Enfield Showroom, Baner Road, Pune:41'1045 ^T: +91 20 67183711 I r.nquiries@softtech-engr.conr I www.softtech-engr.com

Date: 2nd November, 2O2l

To, National Stock Exchange of India Limited Bandra-Kurla Complex Bandra (East) Mumbai - 400 ⁰⁵¹

Dear Sir/ Madam,

Suip Code: SOFTTECH

Subject: Declaration Pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended), we hereby declare and confirm that the Statutory auditors of the Company, IWs. P.G. Bhagwat LLP (Firm Registration No. 101118WW100682), Chartered Accountants have issued the Audit Report with unmodified opinion, in respect of Financial Results of the Company for the half year ended 30th Septembe..2l2l.

We request you to take above information on your record.

Thanking You,

For SoftTech Engineers Limited

Vijay Gupta Chairman and Managing Director

qah"G

SottTech'

^Empowering Transformation

Kamal Agrawal Chief Financial Officer

SoftTech Engineers Limited

CMMi/3, ISO 9001: 2015

Cl N: 1301 07PN1 996P1C01 571 I Registered Offrce:SoftTech Towers, S N0 1 /1A/7 B 15 1617 Plot No. B,t,D,1-Baner, 0pp. Royal Enfield Showroom, Baner Road, Pune:4'11045 ^T: +91 20 61183711 | enquirres@softtech-engr.com I www.softtech-engr.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

To, The Member(s), SOFTTECH ENGINEERS LIMITED

NOTICE is hereby given that the Resolution set out below is proposed to be passed by the members of SoftTech Engineers Limited ("the Company") by means of Postal Ballot, pursuant to the provisions of section 110 of the Companies Act, 2013 ("Act") read with Rule 22 of Companies (Management and Administration) Rules, 2014 ("Rules") read with the General Circular no. 14/2020 dated 8th April, 2020, General Circular no. 17/2020 dated 13th April, 2020 and General Circular no. 10/2021 dated 23rd June, 2021 issued by the Ministry of Corporate affairs ("MCA Circulars"), Regulation 44 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"); Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"); Secretarial Standard-2 issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, Rules, MCA Circulars, ICDR Regulations and Listing Regulations (including any statutory modification or re-enactment(s) thereof for the time being in force) to transact the Special Businesses set out in this notice as both the Special Resolution through Postal Ballot by the members of SoftTech Engineers Limited ("The Company") only through Remote E-voting.

The Explanatory Statement pursuant to the provisions of section 102 and 110 of the Act and the Rules made thereunder, pertaining to the resolution proposed in this Notice setting out all material facts and reasons thereof is annexed herewith.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope (BRE) will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its shareholders, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form. The instructions for remote evoting are appended to the Notice. The shareholders can vote on the resolution through remote evoting facility. Assent (FOR) or dissent (AGAINST) of the shareholders of the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA circulars.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide the evoting facility. Accordingly, members shall have to cast their vote electronically through the NSDL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the linkhttps://www.evoting.nsdl.com/ from Saturday, 6th November, 2021, 9.00 a.m. (IST) onwards to Sunday, 5th December, 2021, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company has appointed Mr. Devesh Tudekar, (Membership No. 5712), Practicing Company Secretary senior partner of DTSM &associates , or any of its authorized nominee to act as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner. Results of voting shall be declared within 48 hours from the time of conclusion of the remote e-voting. The results along with the Scrutinizers' report would be intimated to the Stock Exchanges where securities of the Company are listed,

Depositories and Registrar & Share Transfer Agent and will be displayed on the Company's website www.softtech-engr.com and on the website of NSDL www.evoting.nsdl.com and will also be communicated to the Stock Exchange.

In accordance with the provisions of the MCA Circulars, members can vote only through the e-voting process on the Resolution set out in this Notice. Members are requested to read the instructions in the Notes to this Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Sunday 5th December, 2021, (the last day to cast vote electronically) to be eligible for being considered.

SPECIAL BUSINESS:

1. TO APPROVE MIGRATION OF LISTING / TRADING OF EQUITY SHARES OF THE COMPANY FROM NSE EMERGE (SME PLATFORM OF NSE) TO MAIN BOARD OF NSE AND DIRECT LISTING ON MAIN BOARD OF BSE

To consider, and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('ICDR Regulations') and Regulation 277 of the ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and other applicable provisions, if any, the Companies Act, 2013 ('Act') and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, for the time being in force, but subject to the approval of the National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'), the consent of the Members of the Company be and is hereby accorded for migration of 1,01,54,754 Equity Shares of the Company having face value of Rs. 10 each, currently listed on NSE EMERGE (SME Platform of NSE), to the Main Board of NSE and Direct Listing on the Main Board of BSE so that the said Equity Shares shall get listed and traded on the capital segment (main board) of NSE and BSE from the date of Migration or getting Listed, as the case may be.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors of the Company be and is hereby authorized on behalf of the Company, to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient, including but not limited to making application to NSE and BSE and to resolve and settle all questions and difficulties that may arise in relation to the proposed Migration or Listing of the Company to the Main Board of the said stock exchanges and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred by this resolution on it to any committee of the Board, any other director(s), Chief Financial Officer, Company Secretary or any other officer(s) of the Company or other authorized persons to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board or a Committee of the Board, any other director(s), Chief Financial Officer, Company Secretary or any other officer(s) of the Company or any other authorized persons in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects."

Note: In accordance with the provisions of Regulation 277 of the ICDR Regulations, the above referred Resolution shall be acted upon if and only if the votes cast by shareholders other than Promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

By Order of the Board of Directors SoftTech Engineers Limited Sd/- Aishwarya Patwardhan Company Secretary Mem. No. – A54477

Place: Pune Date: 2nd November, 2021 NOTES:

• 1. The Explanatory Statement pursuant to the provisions of Section 102 of the Act and the Rules made thereunder is annexed herewith and forms part of this Notice.
• 1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 29th October, 2021 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
• 1. The Postal Ballot Notice will also be available on the Company's website at www.softtech-engr.com, website of the NSE - www.nseindia.com and on the website of NSDL at https://www.evoting.nsdl.com/.
• 1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same by following the procedure given in this notice.
• 1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.
• 1. Voting rights of a Member / Beneficial Owner (in case of demat shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
• 1. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorised representatives with proof of their authorisation.
• 1. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited ("NSDL") as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice. The members are requested to read carefully before casting their vote.

• 1. The e-voting period commences from Saturday, 6th November, 2021, 9.00 a.m. (IST) onwards to Sunday, 5th December, 2021, 5.00 p.m. (IST). Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
• 1. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Sunday, 5th December, 2021.
• 1. The Board of Directors of the Company has appointed Mr. Devesh Tudekar, (Membership No. 5712), Practicing Company Secretary senior partner of DTSM & associates , or any of its authorized nominee to act as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner.
• 1. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to investors@softtechengr.com.

PROCEDURE FOR E-VOTING:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either

		on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	4.	Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	2.	After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3.	If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.	Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e Voting is in progress.

Individual Shareholders (holding	You can also login using the login credentials of your demat account
securities in demat mode) login	through your Depository Participant registered with NSDL/CDSL for e
through their depository	Voting facility. upon logging in, you will be able to see e-Voting option.
participants	Click on e-Voting option, you will be redirected to NSDL/CDSL
	Depository site after successful authentication, wherein you can see e
	Voting feature. Click on company name or e-Voting service provider i.e.
	NSDL and you will be redirected to e-Voting website of NSDL for casting
	your vote during the remote e-Voting period or joining virtual meeting &
	voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.

b) For Members who hold shares in demat	16 Digit Beneficiary ID
account with CDSL.	For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
	For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.

• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to tudekar@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Abhijeet Gunjal at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@softtech-engr.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) toinvestors@softtech-engr.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The Company is presently listed on NSE EMERGE (SME platform of NSE) with effect from 11th May 2018. Since the Company fulfills the requisite criteria for migration w.r.t. paid-up capital and market capitalization and other eligibility norms to migrate on the Main Board as per the guidelines specified by SEBI and the provisions laid down under Chapter IX of ICDR Regulations, it is proposed to migrate the Company from NSE EMERGE to the Main Board of NSE and also direct listing on the Main Board of BSE.

Listing on the Main Board of NSE and BSE shall enhance recognition, visibility and increase participation by retail investors and shall help the shareholders of the Company to enjoy enhanced returns from investment and higher liquidity.

The Members are, therefore, requested to accord their approval, for migration of 1,01,54,754 Equity Shares of the Company having face value of Rs. 10 each, currently listed on NSE EMERGE (SME Platform of NSE), to the Main Board of NSE and Direct Listing on the Main Board of BSE.

In accordance with the provisions of Regulation 277 of the ICDR Regulations, the above referred Resolution shall be acted upon if and only if the votes cast by shareholders other than Promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

The Board recommends passing of resolution as set out in this Postal Ballot Notice for approval by members.

None of the promoters, Directors and Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding in the Company.

By Order of the Board of Directors SoftTech Engineers Limited

Sd/-

Aishwarya Patwardhan Company Secretary Mem. No. – A54477

Place: Pune Date: 2nd November, 2021