AXISCADES Technologies Ltd

To,

The Members,

Your Directors have pleasure in presenting the Thirty Fourth (34^th) Annual Report on the business and operations of the Company, along with the audited financial statements for the financial year ended March 31, 2024. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

STATE OF AFFAIRS / PERFORMANCE REVIEW

During the financial year 2023-24, the Company achieved 17% growth in overall revenue. Its key verticals, namely, Aerospace, Product Engineering Services and Product & Solutions grew by 27%, -2% and 8% respectively. Our recent foray in the Automotive & Energy segments is scaling up well. Both segments have delivered robust growth of 197% & 79% respectively in this fiscal year. Going forward, both these segments will grow substantially and will form significant portion of our revenue. The Engineering design services revenue has grown by 21% Y-o-Y and the Strategic Technology Solutions vertical by 8%. In FY24, the Company has made considerable progress, in de-risking the business, with three-pronged approach of ‘vertical diversification, customer diversification and digital first' and it will continue to execute its strategy in coming years. In FY25, our focus will be to further consolidate our business, to make it more sustainable and profitable.

FINANCIAL HIGHLIGHTS – STANDALONE

Total Income increased by 26% in 2023-24 to 35,786.27 lakhs. EBIDTA increased by 40.94% to 5,750.02 lakhs and Loss before tax and exceptional items is Rs. 616.91 lakhs in 2023-24. Net loss after tax stood at 396.81 lakhs in 2023-24.

FINANCIAL HIGHLIGHTS – CONSOLIDATED

Total Income increased by 16.61% to 96,505.78 lakhs in 2023-24. EBIDTA decreased by 5.23% to 13,035.27 lakhs in 2023-24. Profit before tax and exceptional items decreased from 8,906.14 lakhs to 5302.11 lakhs in 2023-24. Net Profit/ (loss) after tax, before minority interest, increased by 696.3 % to 3,340.94 lakhs in 2023-24.

RESERVES

The Company has not transferred any amount to its general reserves during the Financial Year ended March 31, 2024.

DIVIDEND

Considering the need for conservation of funds for catering to the growth plans of the Company, your Directors consider it expedient to pass over dividend for 2023-24.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Board has formulated and adopted the Dividend Distribution Policy. The Policy is available on our website at https://axiscades.com/download/dividend-distribution-policy ?wpdmdl=4152&refresh=663a0144d2bee1715077444

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report and furnished as Annexure-1.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

ISSUE AND LISTING OF SHARES

The Company's shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Stock performance and stock data of the Company are furnished in the section on Corporate Governance.

During the financial year 2023-24, the Company has allotted equity shares as below:

• 257,671 equity shares under ESOP Plan which were listed on NSE and BSE vide letters NSE/LIST/2023/37549 and LOD/ESOP/TP/No.162/2023-2024

• 143,491 equity shares under ESOP Plan which were listed on NSE and BSE vide letters NSE/LIST/2024/40796 and LOD/ESOP/TP/ No. 548/ 2023-2024

• The Company allotted 33,23,262 equity shares through Qualified Institutional Placement (QIP) at an issue price of Rs. 662 per equity share (including a premium of 657 per equity share and reflecting a discount of 34.70 (i.e. 4.98%) on the floor price of 696.70 per equity share) aggregating to 2,19,99,99,444 on January 15, 2024. The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and Sections 42 and 62 of the Companies Act, 2013 as amended, including the rules made thereunder. 33,23,262 equity shares alloted under Qualified Institutional Placement were listed on NSE and BSE vide letters NSE/LIST/39540 and LO/QIP/VM/LP/ 438/2023-24

• 24,470 equity Shares under ESOP Plan which were listed on NSE and BSE vide letters NSE/LIST/2024/41315 and LOD/ESOP/TP/ No.1/2024-2025

DEBENTURES

During the year 2023-24, the Company has raised an amount of 210 crores by way of issuance of Unlisted, Unrated, Secured, Redeemable, Non-convertible Debentures on a Private Placement basis.

The total value of the outstanding debentures as on 31^st March 2024 stands at 105 crores.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are furnished in the prescribed form AOC-2 as Annexure I to this Report. All transactions with the related parties during the financial year were in the ordinary course of business. The transactions have been approved by the Audit Committee, the Board and the Shareholders, wherever required. Your attention is drawn to the Notes to the financial statements, in this respect. The Company has not entered into transactions with related parties, which are considered material in accordance with the policy of the Company on material related party transactions formulated as per the requirements of Listing Regulations. The Policy on materiality and dealing with related party transactions formulated and approved by the Board is posted on the website of the Company and is accessible at www.axiscades.com.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company, which occurred between the financial year end and the date of this report, save and except for the following: During the year, the Company acquired add solution GmbH (through AXISCADES GmbH, Subsidiary), a Company based out of Wolfsburg, Germany which specializes in automotive design and development. The said acquisition provides a strategic foothold to AXISCADES in the Automotive space, besides opportunity for firm contracts with marquee automotive OEMs. This has lead to significant offshoring opportunities and enhanced business for AXISCADES in the automotive space, both in India and globally.

The Company also has inaugurated New Engineering Design Centre (EDC) in Saltney, Chester, UK. The newly established facility's strength is its carefully selected strategic location, which is designed to serve the long-term requirements of the aerospace industry and various promising business opportunities in the region. The Engineering Design Centre serves as a hub for innovation, collaboration, and cutting-edge and evolving engineering solutions across aerospace, automotive, and other industry sectors as part of AXISCADES' commitment to their clients to provide faster response rate and quick turnaround with minimal risk.

The Company also acquired Epcogen Private Limited, based out of Hyderabad, India, and operating from Chennai India. Epcogen is a niche solutions provider focused on engineering design and solutions for energy space. Acquisition has given a steppingstone in energy vertical for the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed chapter on Management discussion and analysis highlighting the Company's strategy, business environment, operations, performance, risks and outlook is provided separately in this Annual Report.

BUSINESS STRUCTURE SUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Indian Subsidiaries

*ACTL - AXISCADES Technologies Limited

Aero Electronics Private Limited was a wholly owned subsidiary of Mistral Solutions Private Limited until 03^rd September 2023 and as on 31^st March 2024, Mistral Solutions Private Limited holds 74% of the equity share capital in Aero Electronics Private Limited. A report on the performance and financial position of each of the subsidiaries as per rule 8(1) of Companies (Accounts) Rules, 2014 is furnished under the statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached to this Report as Annexure II, pursuant to Section 129(3) of Companies Act 2013. In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of subsidiaries have been placed on the Company's website at www.axiscades.com. The copies of these documents will be sent if requested by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents will also be made available for inspection at the Registered Office of the Company during business hours on working days.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of Companies Act, 2013 read with Indian Accounting Standards (IND AS) 21, 23 and 27, the audited Consolidated Financial Statements are furnished in the Annual Report.

2. ORGANIZATION DEVELOPMENT

Induction and cessation of Directors and KMPs during the year:

HUMAN RESOURCES DEVELOPMENT

In our constant quest to be a customer focused, performance driven and future ready organization, the Company is committed to build an environment, where employees are inspired to deliver and achieve excellence. The Human Resource Policy of the Company is focused on attracting, building and retaining the best talent. Towards this, the Company continues to explore and implement best practices in Hire to Retire Cycle, the Company's particular focus is on training and development of its Employees, to develop their skills, grow in their career and be future ready. Needless to say, the Company is committed to provide a safe and healthy work environment to all its employees. The Company has 3,131 employees on a consolidated basis as of March 31, 2024.

EMPLOYEE BENEFIT SCHEME

The Company has ESOP Scheme - AXISCADES ESOP 2018- Series 1 and AXISCADES ESOP 2018- Series 2 which are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and are effective from April 1,2018. Further the pool of ESOPs was increased by 26,43,167 by way of variation in the terms of existing ESOP schemes series (clause 14.1 & 14.3), which became effective on receiving shareholders' approval in the Annual General Meeting held on September 28, 2021. The applicable disclosures in compliance with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 are set out and enclosed as Annexure III and the Report of Independent Auditor on AXISCADES ESOP 2018- Series 1 & 2 is enclosed as Annexure IV.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure V to this Report.

The statement of particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI to this Report.

3. CORPORATE GOVERNANCE

The report on Corporate Governance as required under Schedule V of the SEBI (LODR) Regulations, 2015 is attached and forms part of the Annual Report. A Certificate from the Auditors of the Company on compliance of conditions of corporate governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of Directors met 11 (eleven) times during the financial year. The dates, attendance and other particulars of the meetings are furnished in the Report on Corporate Governance attached to this Report. The intervening gap between any two meetings was within the limit prescribed by the provisions of Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee consists of 3 members namely, Mr.DeshRajDogra,Mr.DhirajMathur,IndependentDirectorsand Mr. Venkatraman Venkitachalam, Non-Executive Director. The Chairman of the Audit Committee is an Independent Director. All the recommendations made by the Audit Committee during the year have been accepted by the Board. The Company has also constituted Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Risk Management Committee (constituted on May 06, 2023) as required under the provisions of Companies Act 2013 and also as required under Listing Regulations and the composition, scope of their functions, responsibilities etc. are given in the Corporate Governance Section, which forms part of this Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013 (read together with Companies (Amendment) Act, 2017, to the effect that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations read together with any amendment thereto and that their names have been included in the databank of Independent Directors and are compliant with the prescribed regulations. The terms and conditions of appointment of Independent Directors are placed on the website of the Company at www.axiscades.com.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The performance of the Board and its committees were evaluated by the Board / Committee after seeking inputs from all the directors/ members on the basis of the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates the Whistle Blower policy provides a formal mechanism to all Directors and employees to approach the Chairman of the Audit Committee and make protective disclosures about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Whistle Blower Policy is an extension of the Company Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he is aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No personnel of the Company were denied access to the Chairman of the Audit Committee. The Whistle Blower policy which also describes the mechanism may be accessed on the Company's website at www.axiscades.com.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, key managerial personnel and other employees formulated pursuant to Section 134(3)(e) and 178(3) of the Companies Act, 2013 are furnished in Annexure VII.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy which focuses on the identification of various elements of risks, if any, which in the opinion of the Board, may threaten the existence of the Company. The Company has a risk identification and management framework appropriate to its size and the environment under which it operates. The risk management process involves identification and periodic assessment of potential risks and their impact on the operations, profitability, growth and continuity of the business and focuses on risk elements pertaining to competitive position in the key market segments, business environment, statutory and regulatory changes, global economy and business scenario, Currency exchange rate fluctuations, resource constraints etc. and initiating timely preventive as well as remedial actions. Reporting and control mechanisms ensure timely information availability and facilitates proactive risk management. These mechanisms are designed to cascade down to the level of line managers so that risk at the transaction level is identified and steps are taken towards mitigation in a decentralized fashion. Risks are being continuously monitored in relation to business strategy, operations and transactions, statutory/legal compliance, financial reporting, information technology system etc. based on the inputs from both external and internal sources like key incidents, Internal audit findings etc. The Risk Management Committee is responsible for monitoring risk levels on various parameters and the senior management group ensures implementation of mitigation measures, if required. The Audit Committee has additional oversight in the area of financial risks and controls.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place, your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace and has proper mechanism to control the same, which is commensurate with the nature and size of the business of the Company. During the financial year 2023-24, no complaints have been received. The Company has an Internal Complaints Committee in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c. they have taken proper and sufficient care for the maintenanceofadequateaccountingrecordsinaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), were re-appointed as Auditors of the Company by the shareholders at the 32^nd Annual General Meeting ("AGM") held on September 27, 2022 to hold office till the conclusion of the 37^th AGM of the Company. Hence, they will continue to be the Auditors of the Company. The Auditors' Report does not contain any qualification, reservations or adverse remarks. The Auditors' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anant B. Khamankar & Co., Company Secretaries, to undertake Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report of the Company and its material subsidiaries for FY24 are attached as Annexure VIII forms part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors and the Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Companies Act, 2013, including rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company dissolved its Corporate Social Responsibility Committee in its Board Meeting held on June 11, 2021 pursuant to the amendment in Companies (CSR Policy) Rules, 2014 and Section 135 of the Companies Act, 2013. The policy has been posted and is accessible on the Company's website at www.axiscades.com.

The salient features of which are as under:

• CSR activities are based on three broad indicators of development namely Human Capital, Social Capital, Economic Capital

• We recognize the need to work in partnership with other players as well.

• The Board is responsible for formulating and recommending changes to the policy indicating the activities to be undertaken including monitoring and reviewing CSR activities

• Transparent Monitoring

The annual report on CSR activities is furnished in Annexure IX to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In pursuance of Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed as Annexure X to this report.

SIGNIFICANT ORDERS BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the regulators or courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN

The Annual Return of your Company as on March 31, 2024, prepared pursuant to Section 92 of the Companies Act, 2013 and the Rules made thereunder, in Form MGT-7 is available on the website of the Company at https://axiscades.com/download/annual-return-fy-2023-24?wpdmdl=7028&refresh=66ba1040bffe31723469888

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

6. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars pursuant to Rule 8(3) of Companies (Accounts) Rules, 2014, are given below:

Conservation of Energy

Being an Information Technology Company, the Company's operations are not energy intensive. However, adequate measures have been taken to conserve energy by introducing improved operational methods. The Company in its initiative to be ISO14001 – Environmental Management System compliant, is adhering to the provisions of E-Waste (Management and Handling) Rules, 2011 and Batteries (Management and Handling) Rules, 2011, by efficiently managing the AC installations, replacing PC's by VPC and recycling of paper, etc.

Foreign Exchange Earnings and Outgo (Standalone)

Technology Absorption

The Company does not have any imported technology. Since the requirements of the technology business are changing constantly, your Company has sought to focus on critical in-house technologies and processes, which are likely to create value in the foreseeable future.

7. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016.

8. FUTURISTIC STATEMENTS

Certain statements made in this section or elsewhere in this report may be futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own judgment by taking into account all relevant factors before making any investment decision.

9. GREEN INITIATIVES

With reference to the MCA circular dated September 25, 2023 read with and SEBI circular dated October 07, 2023, this year the Company is dispensed with the printing and dispatch of Annual Reports to the Shareholders. Electronic copies of the Annual Report are sent to all the members whose email addresses are so registered.

10. ACKNOWLEDGMENTS

Your Directors deeply appreciate and acknowledge the co-operation and support extended by Clients, Vendors, Investors and Bankers, various government agencies & regulatory bodies across the globe, the Software Technology Park, Noida, Hyderabad & Bangalore and other industry forums and agencies like NASSCOM and look forward to their continued support in the future. Your Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels.