SoftTech Engineers Limited — Regulatory Filings 2024

Aug 14, 2024

Date: August 14, 2024

To,

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

Dear Sir/ Madam,

Subject: Outcome of Board Meeting held on Wednesday, August 14, 2024 as per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we would like to intimate that the Board of Directors of the Company have, at its meeting held on Wednesday, August 14, 2024 which commenced at 11:55 am and concluded at 1:30 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 the quarter ended on June 30, 2024.
• 2. The Board of Directors approved Acquisition of Envee Information Technology Private Limited in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, as amended, and other applicable laws:

Pursuant to the SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the details of the Acquisition enclosed herewith.

i. Name of the target entity, details in brief such as size, turnover etc.: Envee Information Technology Pvt Ltd. has been associated with MIDC for more than 25+ years, providing various digital solutions. Turnover of the Company for the year ended March 31, 2024 is Rs. 3,99,75,237/-(unaudited).

ii. Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length";

Not Applicable.

• iii. Industry to which the entity being acquired belongs: Software development and support.
• iv. Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity):

Envee Information Technology Pvt Ltd. has been associated with MIDC for more than 25+ years and the present employees of the Envee are proficient working with MIDC projects which will help SoftTech Engineers Limited in implementation/support for future MIDC projects.

• v. Brief details of any governmental or regulatory approvals required for the acquisition: Not Applicable.
• vi. Indicative time period for completion of the acquisition: By end of March, 2025.
• vii. Consideration - whether cash consideration or share swap or any other form and details of the same:

It will be cash consideration, based on the share purchase agreement to be executed between the parties.

viii. Cost of acquisition and/or the price at which the shares are acquired:

It would be based on the share purchase agreement to be executed between the parties.

ix. Percentage of shareholding / control acquired and / or number of shares acquired: SoftTech will acquire between 75% to 100% of the stake in Envee Information Technology Pvt Ltd.

SoftTech will try to bring One more strategic investor for acquiring stake upto 25%, depending upon the value addition the said investor will bring on the table.

Mr. Vijay Gupta is hereby authorized to discuss, negotiate, execute all the necessary documentation required for the above arrangement.

• x. Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years' turnover, country in which the acquired entity has presence and any other significant information (in brief): Date of incorporation: November 13, 1997 Country: India Business: Software development and support in particular ERP Turnover: 2023-24: Rs. 3,99,75,237/-(unaudited) 2022-23: Rs. 34,006,045/-(Audited) 2021-22: Rs. 29,734,256/-(Audited)
• 3. Re-appointment of Mr. Vijay Shantiswarup Gupta (DIN: 01653314) as the Managing Director of the Company w.e.f. 24th February, 2025 subject to the approval of shareholders at the ensuing Annual General meeting of the Company.
• 4. Re-appointment of Ms. Priti Gupta (DIN: 01735673) as the Whole-Time Director of the Company w.e.f. 24th February, 2025 subject to the approval of shareholders at the ensuing Annual General meeting of the Company.
• 5. Re-appointment of Mr. Pratik Patel (DIN: 08798734) as the Whole-Time Director of the Company w.e.f. 18th July, 2025 subject to the approval of shareholders at the ensuing Annual General meeting of the Company.

Pursuant to SEBI directions dated 14 June 2018 and based on the declarations received, we hereby inform that Mr. Vijay Shantiswarup Gupta, Ms. Priti Gupta and Mr. Pratik Patel are not debarred from holding the Office of Director by virtue of any order passed by SEBI or any other such authority and therefore, they are not disqualified to be re-appointed as Director of the Company.

Pursuant to the SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, their brief profile is enclosed herewith.

Name of the	Mr. Vijay	Ms. Priti Gupta	Mr. Pratik Patel
Director	Shantiswarup Gupta
Reason for change	His term of 5 years 23rd will expire on February, 2025. The Board of Directors have approved re appointment for	Her term of 5 years will expire on 23rd February, 2025. The Board of Directors have approved re appointment for another	His term of 5 years will expire on 17th July, 2025. The Board of Directors have approved re appointment for
	another term of 5 years.	term of 5 years.	another term of 5 years.
Date and term of re-appointment Qualification and	5 years, effective from 24th February, 2025 to 23rd February, 2030 Mr. Vijay Gupta, aged	5 years, effective from 24th February, 2025 to 23rd February, 2030 Ms. Priti Gupta, with a	5 years, effective from 18th July, 2025 to 17th July, 2030 Mr. Pratik Patel,
Brief Profile	62 years, is the sole Promoter, Chairman and the Managing Director of our Company. He is an Indian national and first Director of our Company. He holds a Master's degree in Technology in the stream of Civil Engineering from the Indian Institute of Technology, Mumbai (IIT, Bombay). He is a first-generation entrepreneur, brings over 29 years of experience in developing complex CAD/CAE/Project Management software in Architecture Engineering	B.Sc. in Physics and an MBA in Sales & Marketing from Welingkar Institute, University of Mumbai, is instrumental in bringing ISO processes to SoftTech Engineers Limited. With over two decades of experience in business processes and management, she oversees training, HR & Admin operations, contributing significantly to the company's growth and efficiency.	holding degrees in BSc. IT and MBA from Edinburgh Napier University, Edinburgh (UK), brings over 10 years of experience in operations for software development and real estate businesses. Since joining the board in 2020, he has played a key role in incorporating the Company in UK, the whole owned subsidiary of SoftTech Engineers Limited.

BRIEF PROFILE OF THE DIRECTORS

	Construction domain.
Relationship	Husband of Ms. Priti	Wife of Mr. Vijay	None
between	Gupta	Shantiswarup Gupta.
Directors/KMP
inter-se

6. Convening an Annual General Meeting of the Company

The board of directors at the meeting have decided to convene an Annual General Meeting ("AGM") on Friday, September 27, 2024.The notice of the said AGM shall be submitted to the Stock Exchanges in due course in compliance with the provisions of the Listing Regulations.

Kindly take the same on record.

Thanking You,

Yours faithfully

FOR SOFTTECH ENGINEERS LIMITED

SHALAKA SATISH KHANDELWAL Digitally signed by SHALAKA SATISH KHANDELWAL DN: c=IN, st=Maharashtra, 2.5.4.20=0ff52ac746976b289e76b59faf4c2c77a5798695 46f239207296924c081dfadb, postalCode=411041, street=FLAT NI D 1 902 GANGA BHAGYODAY SINHAGAD ROAD NEAR MANIBAUG PETROL PUMP PUNE CITY, pseudonym=a3f3c8b1a309141bf53ca4a8e87f6505, serialNumber=c5a400455bb9bb1178c59c80eca2f9d07 3b1d9c24f53ed346dd20b5d646eb970, o=Personal, cn=SHALAKA SATISH KHANDELWAL Date: 2024.08.14 13:36:28 +05'30'

SHALAKA KHANDELWAL COMPANY SECRETARY

SoftTech Engineers Limited

CIN: L30107PN1996PLC016718

Registered Office: SoftTech Towers, S.No. 1/1A/7 8 15 16 17, Plot No. B,C,D, 1-Baner,
Opp. Royal Enfield Showroom, Baner Road, Pune: 411045.

Website: www.softtech-engr.com, Email: enquiries@softtech-engr.com, Telephone: +91 (20) 67183711

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2024

				(Rs. In lakhs)
		Quarter Ended		Year Ended
Particulars	June 30 2024	March 31 2024	June 30 2023	March 31 2024
	Unaudited	Audited	Unaudited	Audited
Income
Revenue from operations	1,973.64	2,273.78	1.881.11	7,861.35
Other income	52.26	89.20	56.70	262.08
Total Income	2,025.90	2,362.98	1,937.81	8,123.43
Expenses
Purchase of stock-in-trade	192.87	338.62	321.44	1,171.61
Employee benefit expenses	539.50	517.68	447.11	1,937.13
Finance cost	127.16	109.99	120.06	455.61
Depreciation and amortization expenses Other expenses	399.93	351.17	327.20	1,343.36
Total Expenses	550.44	758.94	575.79	2,279.75
	1,809.90	2,076.40	1,791.60	7,187.46
Profit before tax	216.00	286.58	146.21	935.97
Tax expense
Current Tax	85.14	49.06	64.35	328.44
Deferred Tax	(27.67)	8.53	(29.67)	(104.35)
Short/(Excess) provision for previous years		14.74		14.74
Total tax expense	57.47	72.33	34.69	238.83
Profit after tax [A]	158.53	214.25	111.52
Other comprehensive income				697.14
Items that will not be reclassified to profit or loss
Remeasurements of post employment benefit obligations	(4.07)	0.30		(16.29)
Remeasurements of investment classified as FVTOCI		35.93		35.93
Income tax relating to these items	3.66	(8.37)		(4.19)
Other comprehensive income for the year, net of tax [B]	(0.41)	27.86		15.45
Total comprehensive income for the year [A+B]	158.12	242.11	111.52	712.59
Earnings per share of face value Rs. 10/- per share
Basic earnings per share	1.24	1.67	1.03	6.17
Diluted earnings per share	1.24	1.67	1.00	6.17

Vijay Gupta Chairman and Managing Director DIN: 01653314 Place: Pune Date: 14 August 2024

SoftTech Engineers Limited
CIN: L30107PN1996PLC016718
Registered Office: SoftTech Towers, S.No. 1/1A/7 8 15 16 17, Plot No. B,C,D, 1-Baner,
Website: www.softtech-engr.com, Email: enquiries@softtech-engr.com, Telephone: +91

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30 2024

Particulars	Quarter Ended
	June 30 2024	March 31 2024		Year Ended
	Unaudited	Audited	June 30 2023 Unaudited	March 31 2024
Income				Audited
Revenue from operations	1,975.33	2,236.45	1,881.11
Other income	38.49	63.93	56.70	7,877.59
Total Income	2,013.82	2,300.38	1,937.81	229.22
Expenses				8,106.81
Purchase of stock-in-trade	192.87	338.62	321.44
Employess benefit expenses	591.55	570.27	485.44	1,171.61 2,134.88
Finance cost	127.16	109.98	120.06	455.61
Depreciation and amortization expenses	400.18	351.44	327.40	1,344.42
Other expenses	589.60	741.70	598.43	2,435.92
Total Expenses Profit before tax	1,901.36	2,112.01	1,852.77	7,542.44
Tax expense	112.46	188.37	85.04	564.37
Current Tax
Deferred Tax	85.14	49.06	64.36	328.44
Short/(Excess) provision for previous years	(29.70)	1.62	(29.67)	(111.26)
Total tax expense		14.74	٥	14.74
Profit for the year [A]	55.44	65.42	34.69	231.92
	57.02	122.95	50.35	332.45
Other comprehensive income
Item that will be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Item that will not be reclassified to profit or loss	(0.36)	(0.90)	(2.33)	(5.17)
Remeasurements of post-employment benefit obligations	(4.07)
Remeasurements of investment classified as FVTOCI		0.30 130.41		(16.29)
Income tax relating to these items	3.66	(29.98)		130.41
Other comprehensive income for the year, net of tax [B]	(0.77)	99.83		(25.81)
Total comprehensive income for the year [A+B]	56.25	222.79	(2.33) 48.01	83.15
Profit for the year attributable to:				415.60
-Owners of the Company	63.56	127.01	55.14
-Non controlling interests	(6.54)	(4.06)	(4.80)	357.81 (25.36)
Other comprehensive income (net of tax) attributable to:
-Owners of the Company -Non controlling interests	(0.76)	100.02	2.28	84.45
	(0.01)	(0.18)	(0.06)	(1.30)
Total comprehensive income for the year attributable to: -Owners of the Company
-Non controlling interests	62.80	227.02	52.86	442.26
Earnings per share of face value Rs. 10/- per share	(6.55)	(4.24)	(4.85)	(26.66)
Basic earnings per share
Diluted earnings per share	0.50	0.99	0.51	3.17
$\mathcal{L}$ C.) $\sim$ $\overline{a}$	0.50	0.99	0.49	3.17

Vijay Gupta Chairman and Managing Director DIN: 01653314 Place: Pune Date: 14 August 2024

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Notes to the Statement of Standalone and Consolidated Unaudited Financial Results for the Quarter ended 30th June,2024.

• 1. The above financial results (Standalone and Consolidated) of SoftTech Engineers Limited (the "Company" or "Holding Company"), its subsidiaries (collectively referred to as "the Group"), were reviewed by the Audit Committee, approved and adopted by the Board of Directors at its meeting held on 14th August,2024.
• 1. The quarterly financial results have been subjected to Limited Review by the Statutory Auditors.
• 1. The company has prepared the financial results as per Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and in terms of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation,20l5 as amended.
• 1. The Company operates in a single segment i.e information technology and software services in accordaqce with Ind AS 108 "Operating Segment".
• 1. On August 8,2024,the Company received a closure letter for the GST investigation proceeding after paying the demand (including interest amounting to Rs. 15.11 lakhs grouped under finance cost) of Rs. 36.41 I-akhs.
• 1. Figures for the quarter ended 31 March 2024 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures for the nine months period ended 31 December 2023 which were subjected to limited review by the statutory auditor

For SoftTech Engineers Limited

Vijay Gupta Chairman and Managing Director DIN:01653314 Place: Pune Date: Augu\$141h,2024

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

Independent Auditors' Review Report

on the unaudited quarterly standalone financial results of SoftTech Engineers Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 Standalone Financial Results of SoftTech Engineers Limited ("SEL" or "the Company") for the quarter ended June 30, 2024 ("the Statement") being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
• 1. This 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 Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. 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. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedure applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

PGBHAGWATLLP Chartered Accountants LLPIN: AAT-9949

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 applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

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

Abhijeet Bhagwat Partner Membership Number: 136835 UDIN: 24136835BKBGXI2398

Pune August 14, 2024

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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 unaudited quarterly consolidated financial results of SoftTech Engineers Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 of SoftTech Engineers Limited ("SEL" / "the Holding Company"), and its Subsidiaries (Holding Company and its Subsidiaries together referred to as "the Group") for the quarter ended June 30, 2024 ("the Statement"), being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
• 1. This Statement, which is the responsibility of the Holding Company's Management and has been approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. 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 Standards on Auditing 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 circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

PG BHAGWATLLP Chartered Accountants LLPIN: AAI-9949

• 1. The Statement includes the results of the following enLi[ies:
• i. SoftTech Engineers Inc.
• ii. SoftTech Finland 0y
• iii. AmpliNxt Private Limited
• iv. SoftTech Government Solutions Inc (step down subsidiary)
• v. Softech Digital Pte. Limited
• vi. Softtech Digital Software LLC (step down subsidiary)
• Based on the review conducted by us and procedures performed as stated in paragraph 3 above, nothing has -c-ome to our attention that causes us to believe that the accompanyrng Statement, prepared in accordance with the recognition and measurement principles laid doum in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms 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. 5.

Other Matters

The Statement includes the financial results/information of five subsidiaries which have not been reviewed by us, whose financial results reflects total revenues of < 8.44 lakhs and loss before tax of { 52.72 lakhs for the quarter ended June 30, 2024.The financial results/financial information of these subsidiaries are Management dravun. According to the information and explanations given to us by the Management and in our opinion, these interim flnancial information/results are not material to the Group. 6.

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

,

FoTPGBHAGWATLTP Chartered Accountants Firm's Registration Number: 101118WW10 0 682

Abhijeet Bhagwat Partner Membership Number: 136835 UDIN: 241368358K8GXJ3293

Pune August 74,2024