Annual Secretarial Compliance Report for the FY 2024-2025
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B2B Software Technologies has submitted its Annual Secretarial Compliance Report for FY25, prepared by DSMR and Associates, covering SEBI LODR compliance. The Practicing Company Secretary flagged multiple non-compliances: only 68.49% of promoters' shares are held in demat form versus the 100% requirement, and PAN details of some promoters are missing from shareholding pattern filings. There was a delay in appointing Independent Directors between April 1 and June 27, 2024, causing temporary non-compliant Board and committee composition; new directors were appointed on June 28, 2024. BSE levied a fine of Rs. 2,07,680 for non-compliance with Regulation 19(1)/19(2) on the Nomination and Remuneration Committee, for which the company has filed a waiver request that is pending. The company also amended its ESOP scheme to B2B ESOP 2024 in September 2024, allotted an additional 4 lakh shares to the ESOP trust in March 2025, and granted 3,02,288 options to employees in February 2025.
Shareholders should note the recurring governance and compliance lapses (demat shortfall, missing PANs, delayed Independent Director appointments) and a pending BSE penalty, which may weigh on the stock's governance perception. On the positive side, the company has now restored Board compliance and is actively rolling out its revised ESOP scheme to reward employees.