BOARD'S REPORT

To,

The Members,

Your Directors have pleasure in presenting the Thirty Third (33rd) Annual Report on the business and operations of the Company,
along with the audited financial statements for the financial year ended March 31, 2023. The Consolidated performance of the
Company and its subsidiaries has been referred to, wherever required.

1. FINANCIAL RESULTS

PERFORMANCE REVIEW

During the financial year 2022-23, the Company achieved
33.7% growth in overall revenue. Its key verticals, namely,
Aerospace, Product Engineering Services and Product &
Solutions grew by 44.3%, 33.5% and 51.3% respectively. Our
recent foray in the automotive & energy segments is scaling
up well. Both segments have delivered robust growth, north
of 50% 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
28.8% Y-o-Y and the Strategic Technology Solutions vertical by
51.3%. In FY23, 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
FY24, our focus will be to further consolidate our business, to
make it more sustainable and profitable.

FINANCIAL HIGHLIGHTS - STANDALONE

Total Income increased by 54.71% in 2022-23 to ' 28,469.98
lakhs. EBIDTA increased by 167.9% to ' 4,079.85 lakhs and
Loss before tax and exceptional items is ' (201.15) lakhs
in 2022-23. Net loss after tax stood at ' 1,982.87 lakhs in
2022-23.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

Total Income increased by 33.61% to ' 82,758.05 lakhs in
2022-23. EBIDTA increased by 100.1% to ' 13,754.78 lakhs
in 2022-23. Profit before tax and exceptional items increased
from ' 3891.56 lakhs to ' 8,910.55 lakhs in 2022-23. Net
Profit/(loss) after tax, before minority interest, Decreased by
(123.5)% to ' (523.25) lakhs in 2022-23.

RESERVES

The Company has not transferred any amount to its general
reserves for the Financial Year ended March 31, 2023.

DIVIDEND

Considering need for conservation of funds for catering to
the growth plans of the Company, your Directors consider it
expedient to pass over dividend for 2022-23.

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://www.axiscades.com/investors_data/corp_
policy/DividendDistributionPolicy_18Aug2023.pdf

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 2022-23, the Company has allotted
89,000 equity shares under ESOP Plan which were listed on
NSE and BSE vide letters NSE/LIST/2022/31324 and LOD/ESOP/
TP/No.90/2022-2023 and 196,280 equity shares listed on NSE
and BSE vide letters NSE/LIST/2022/33763 and LOD/ESOP/TP/
No.197/2022-2023 respectively.

DEBENTURES

During the year 2022-23, the Company has raised an amount
of '145 crores by way of issuance of Unlisted, Unrated,
Secured, Redeemable, Non-convertible Debentures on a Private
Placement basis.

The outstanding number of Non-Convertible Debentures as on
31st March 2023 is 1,450.

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:

The Company entered into a Share Purchase Agreement
('SPA') on December 1, 2017, to acquire 100% stake in
Mistral Solutions Private Limited ('MSPL') along with its
subsidiaries ('MSPL Group') in a phased manner. MSPL Group is
headquartered in Bengaluru, India and is engaged in rendering
end to end services for product design and development in
the embedded space. The Company acquired control on MSPL
effective December 01, 2017.

The Company believed that Explosoft did not take steps
that were required by Explosoft to diligently prosecute the
application for merger before the NCLT Mumbai so as to bring
it to completion and accordingly the claim for interest by
Explosoft was not tenable.

The Company had initiated arbitration proceedings against
shareholders of MSPL and the Arbitral Tribunal vide its interim
order dated August 28, 2020 had directed to maintain the
status quo with respect to shareholding in MSPL and had
ordered shareholders of Mistral not to seek dismissal or
rejection of abovementioned application for merger till further
orders are issued by the Arbitral Tribunal. Additionally, both the
parties were ordered to maintain status quo with respect to the
existing constitution of the Board of Directors of MSPL.

During the year, the Company received 'interim final award'
dated 21st May, 2022 from Arbitral Tribunal in which the
Tribunal passed concluding directions directing, both the
Company and the Second Party (Explosoft Tech Solutions Pvt
Ltd, the promoters of Mistral and Mistral Solutions Pvt Ltd)
to specifically perform their respective obligations under the
Definitive Agreements to ensure completion of acquisition of
100% of the shares of Mistral by AXISCADES Technologies Ltd,
in accordance with specified timelines in the interim final award
read with orders subsequently passed by the Arbitral Tribunal.

Accordingly, the Company completed of the acquisition in
accordance with the directions of the Arbitral Tribunal.

The Company acquired Mistral Solutions Private Limited with
the acquisition of 100% shares of Explosoft Tech Solutions
Private Limited on 22nd December 2022, which held 16,79,359
equity shares (41.28% of equity share capital) of Mistral.
Accordingly, Explosoft became a wholly owned subsidiary of
AXISCADES Technologies Limited.

The Arbitration Tribunal, vide its Final Award, dated January 13, 2023, terminated the Arbitration Proceedings recording that both
parties submitted and declared that all disputes between them have been settled with the performance of/compliance with the
declarations and directions in the Interim Final Award dated May 21, 2022.

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) Regulation 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 STRUCTURESUBSIDIARIES

The Company has the following subsidiaries:

Overseas Subsidiaries

Indian Subsidiaries

During the year, in view of changed circumstances and subsequent experience, the Joint Venture with ASSYSTEM AXISCADES
Engineering Pvt. Ltd was not beneficial to either parties hence the Joint Venture Agreement was terminated on 12^th July 2022
with mutual consent.

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 DEVELOPMENTBOARD OF DIRECTORS

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 2,685 employees on a consolidated basis as
of March 31, 2023.

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 as regards of compliance of conditions
of corporate governance is also appended to the report.

MEETINGS OF THE BOARD

The Board of Directors met 10 (ten) 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. Desh
Raj Dogra, Mr. Dhiraj Mathur, Independent Directors and Mr.
David Bradley, 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 and Stakeholders Relationship
Committee. The Risk Management Committee was 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 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 DIRECTOR'S 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 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 2022-23, 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
maintenance of adequate accounting records in accordance
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' REPORTSTATUTORY 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 32nd
Annual General Meeting (AGM) held on September 27, 2022 to
hold office til the conclusion of the 37^th AGM of the Company.
Hence, they will continue to be the Statutory 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 2022-23. The Secretarial Audit Report of the Company
and its material subsidiaries for the FY23 are attached as
Annexure VIII which 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 1 1, 2021
pursuant to the amendment in CSR Rules 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 to formulate 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, 2023,
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://www.axiscades.com/
investors_data/annual_report/ACTL-Annual_ReturnFY2022-23.
pdf

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
the 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.

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 during the FY 2023.

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 December 28, 2022 read with and SEBI circular dated January 05, 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 address are so registered.

10. ACKNOWLEDGEMENTS

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
& Bengaluru 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.

For and on behalf of the Board of Directors

Sd/- Sd/-

Arun Krishnamurthi David Bradley

Place: Bengaluru Chief Executive Officer and Managing Director Chairman and Non-Executive Director

Date: May 25, 2023 DIN: 09408190 DIN: 08380717