Ceinsys Tech Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Board of directors take pleasure in presenting the 27^th (Twenty-Seventh) Board''s Report on the business and operations of the
Company for the financial year ended March 31,2025.

Results of Your Company''s operations and Company''s Performance ('' In Lakhs)

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2025	2024	2025	2024
I. Revenue from Operations	39,973	23,347	41,806	25,294
II. Other Income	2,587	1,396	1,166	363
III. Total income (I II)	42,560	24,743	42,972	25,657
IV. Expenses
Operating Expenses	15,835	7,345	15,894	7,380
Employee Benefits Expenses	9,750	7,220	12,411	8,910
Finance Costs	229	470	252	471
Depreciation and Amortisation Expenses	563	458	822	516
Other Expenses	5,102	4,188	5,702	4,596
Total Expenses (IV)	31,479	19,681	35,081	21,873
V. Profit/(Loss) Before Share of Profit of Joint Venture, Exceptional	11,081	5,062	7,891	3,784
Items and Tax (III-IV)
VI. Share of Profit of Joint Venture	-	-	1,063	1,182
VII. Profit/(Loss) Before Exceptional Items and Tax (III-IV)	11,081	5,062	8,954	4,966
VIII. Exceptional item	-	-	-	-
IX. Profit/(Loss) before tax (V VII)	11,081	5,062	8,954	4,966
X. Tax expenses	2,943	1,467	2,630	1,466
XI. Profit/(Loss) for the period/year after tax ( IX - X)	8,138	3,595	6,324	3,500
XII. Total Other Comprehensive Income	(36)	(15)	36	31
XIII. Total Comprehensive Income for the year (XI XII)	8,102	3,580	6,360	3,531
XIV. Paid-up Equity Share Capital (Face value of '' 10/-each)	1,744	1,634	1,744	1,634
XV. Basic Earnings Per Equity Share of ''10/- each:	48.09	23.13	37.37	22.52

Financial Position ('' In Lakhs)

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2025	2024	2025	2024
Equity		—
Equity Share Capital	1,744	1,634	1,744	1,634
Other Equity	38,681	19,269	39,444	21,775
Total Equity	40,425	20,903	41,188	23,409
Non-Current Liabilities	620	392	759	416
Current Liabilities	14,971	8,390	15,819	8,782
Total Liabilities	15,591	8,782	16,578	9,198
Equity Liabilities	56,016	29,685	57,766	32,607
Property, Plant and Equipment, Capital Work in Progress and Investment Property	3,909	2,287	4,634	2,380
Goodwill, Intangible Assets and Intangible Assets under development	2,294	2,001	3,656	2006
Other Non-Current Assets	6,880	5,551	4,907	5,316
Current Assets	42,933	19,829	44,569	22,888
Assets held for sale	-	17	-	17
Total Assets	56,016	29,685	57,766	32,607

1. Financial Performance
Revenue - Standalone

On a standalone basis in financial year 2024-25, our Revenue
from operations has shown an increase of 71% which
resulted increase of Revenue to '' 39,973 lakhs in FY 2024¬
25 as compared to previous FY 2023-24 which was '' 23,347
Lakhs..

Revenue - Consolidated

On consolidated basis in financial year 2024-25, our Revenue
from operations has shown an increase of 65%which
resulted increase of Revenue to ''41,806 Lakhs in FY 2024¬
25 as compared to financial year 2023-24 which was '' 25,294
Lakhs..

Profits - Standalone

On a standalone basis in financial year 2024-25, the profit
before tax and exceptional items has shown an increase of
119% in current FY 2024-25 and stood at '' 11,081 Lakhs and
Profit after exceptional items and tax stood at '' 8,138 lakhs.
Whereas, in FY 2023-24 the profit before tax and exceptional
items stood at '' 5,062 Lakhs and Profit after exceptional
items and tax at '' 3,595 lakhs.

Profits - Consolidated

On consolidated basis in financial year 2024-25, the profit
before tax and exceptional items has shown an increase of
109% and stood at '' 7,891 lakhs in FY 2024-25. Profit after
exceptional items and tax is '' 6,324 lakhs in FY 2024-25.
Whereas, in FY 2023-24 the profit before tax and exceptional
items stood at '' 3,784 Lakhs and Profit after exceptional
items and tax at '' 3,500 lakhs.

EPS- Standalone

On Standalone basis, basic earnings per share increased
to '' 48.09 for financial year 2024-25 as compared to basic
earnings per share of '' 23.13 for last financial year 2023-24.

EPS- Consolidated

On Consolidated basis, basic earnings per share increased
to '' 37.37 for financial year 2024-25 as compared to basic
earnings per share of '' 22.52 for last financial year 2023-24.

2. Dividend

Your directors have recommended a final dividend of
? 3.50 per Equity share for financial 2024-25 aggregating to
? 610.44 Lakhs subject to approval of Shareholders at the
ensuing 27^th Annual General Meeting of the Company to be
held on Monday, September 29, 2025.

3. Share Capital Structure

As on March 31, 2025 and taking into consideration the
merger of Allygrow Technologies Private Limited with the
Company, the Authorised Share Capital of the Company is
'' 31,60,00,000 comprising of 3,16,00,000 (Three Crores and
Sixteen Lakhs) equity shares of '' 10/- each and the Paid-up
Share Capital of '' 17,44,11,460/- comprising of 17,44,11,46
equity shares of '' 10/- each. The Paid-up Share Capital
of the Company was increased from '' 16,33,93,970/- to
'' 17,44,11,460/- during the year under review on account of
allotment of 11,01,749 equity shares. The Company has also
issued 30,96,515 Convertible Warrants to certain Promoters
and Non-promoters on preferential basis as appended
below. The shares of the Company are listed on BSE Limited.

Preferential Allotment of Shares and Warrants

The Company on September 20, 2024 made allotment of
11,01,749 equity shares of '' 10/- each fully paid and 30,96,515
share warrants convertible into equivalent number of
equity share on preferential basis to below mentioned non¬
promoters and promoters/promoter group on Preferential /
Private Placement basis pursuant to Shareholders''Resolution
dated April 29, 2024 and In-Principle approval received from
the BSE Limited dated September 5, 2024:

Name of Allottee	Category of Investor	Issue Price	Type of Issuance	Type of Securities	No of Securities allotted
Rare CP Fund I LP	Non-Promoter	'' 559.90/-	Preferential Issue	Equity Shares	7,44,543
				Convertible share warrants	14,89,086
Raisoni Capital Finance Private Limited	Non-Promoter	'' 559.90/-	Preferential Issue	Equity Shares	1,78,603
Treble Trading And Investment Company Private Limited	Non-Promoter	'' 559.90/-	Preferential Issue	Equity Shares	1,78,603
Mr. Sagar Dattatraya Meghe	Promoter	'' 559.90/-	Preferential Issue	Convertible share warrants	7,14,413
Mrs. Devika Sagar Meghe	Promoter Group	'' 559.90/-	Preferential Issue	Convertible share warrants	7,14,413
Mr. Raghav Sameer Meghe	Promoter Group	'' 559.90/-	Preferential Issue	Convertible share warrants	1,78,603

During the reporting period, the Company had received 100% consideration in Cash amounting to '' 61,68,69,265/-(Indian Rupees
Sixty One Crores Sixty Eight Lakhs Sixty Nine Thousand Two Hundred and Sixty Five only) against allotment of 11,01,749 equity
shares of '' 10/- each fully paid and 25% consideration in Cash amounting to '' 43,34,34,687/-(Indian Rupees Forty Three Crores Thirty
Four Lakhs Thirty Four Thousand Six Hundred and Eighty Seven only) against allotment of 30,96,515 Share warrants convertible
into the equity shares of '' 10/- each from the above mentioned allottees aggregating to '' 1,05,03,03,952/-The above consideration
was as per the terms of issue.

4. Transfer to Reserves

The Company has not transferred any amount to the general reserve account during the reporting period.

5. Capital Expenditure on Assets on Consolidated Basis:

During financial year 2024-25 the company incurred capital expenditure of '' 2,184 Lakhs as compared '' 505 Lakhs in the last
financial year 2023-24.

6. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return for FY 2024-25 is available on Company''s website https://cstech.ai/investors/ .

Sr. No.	Particulars	Ceinsys Employee Stock Incentive Scheme 2024	Ceinsys Employee Stock Option Plan 2024
1	Number of options granted during the reporting period	6,50,000	10,16,970
2	Number of options vested during the year	Nil	Nil
3	Number of options exercised during the year	Nil	Nil
4	Total number of shares arising as a result of exercise of option	Nil	Nil
5	Exercise Price	The Exercise Price of the options granted shall be '' 10/- per equity share	The Exercise Price of the 2,00,000 and 8,16,970 options granted shall be '' 1,730.30/- and '' 1,915.55 per equity share respectively
6	Number of options surrendered	2,50,000	Nil
7	Number of options lapsed	Nil	8,16,970*
8	Variation of terms of options	Nil	Nil
9	Money realized by exercise of options	NA	NA
10	Total number of options ungranted and outstanding at the end of the year	Nil	11,00,000

*Note: As on date of this Board''s Report, the 8,16,970 ESOPs granted to the eligible employee (“Grantee'''') under the Ceinsys Employee Stock Option Plan
2024 stands cancelled due to resignation by such grantee before vesting.

The details of utilization of funds raised through the aforesaid
preferential allotment is given under Corporate Governance
Report forming part of this Board'' Report.

Employee Stock Option Schemes

The Company grants share-based benefits to eligible
employees with a view of attracting and retaining the
best talent, encouraging employees to align individual
performances with the Company objectives and promoting
their increased participation in the growth of the Company.

The Company had issued and implemented following
employee Stock Option Schemes during the Financial Year
2024-25:

1. Ceinsys Employee Stock Incentive Scheme 2024

2. Ceinsys Employee Stock Option Plan 2024

The Ceinsys Employee Stock Incentive Scheme 2024 and
Ceinsys Employee Stock Option Plan 2024 were approved
by the Board at its Meeting held on March 30, 2024 and
were further approved by the Shareholders at the Extra
Ordinary General Meeting of the Company held on April 29,
2024. However, Ceinsys Employee Stock Option Plan 2024
was subsequently amended by Board at its meeting held
on November 12, 2024, subject to receipt of approval from
shareholders of the Company by way of Special Resolution
and was eventually approved by the shareholders through
Postal Ballot on December 21, 2024. During the reporting
year the Company has issued and granted Employee Stock
Options under Ceinsys Employee Stock Incentive Scheme
2024 and Ceinsys Employee Stock Option Plan 2024 to the
identified employees on June 10, 2024 and December 25,
2024, January 2, 2025 respectively.

The aforementioned schemes are in compliance with
the terms of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEB Regulations"). The
Company has obtained certificate from the Secretarial
Auditor of the Company stating that the aforementioned
schemes have been implemented in accordance with the
SBEB Regulations and the resolutions have been passed by
the members approving/amending the aforementioned
schemes. The certificates are available for inspection by
members in electronic mode. The details as required under
Part F of Schedule II pursuant to Regulation 14 of the SBEB
Regulation, are available at the Company''s website at
www.cstech.ai. Further details of the aforementioned ESOP
Schemes during the reporting financial year 2024-25 are as

fnlln\A/c*

7. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 forms part of the Notes to
the Financial Statements provided in this Annual Report.

8. Public Deposits

The Company has not accepted deposits within the meaning
of the provision of Chapter V of the Companies Act, 2013
read with the relevant Rules.

9. Maintenance of Cost Records

The Company is not required to maintain cost records under
sub- section (1) of section 148 of the Companies Act, 2013.

10. Particulars of Contracts or Arrangements made with
Related Parties

All contracts/ arrangements/transactions entered by the
Company with the related parties during the financial year
with the related party were in ordinary course of business and
were at arm''s length basis. Suitable disclosure as required by
the Indian Accounting Standards (IND AS 24) has been made
in the notes to the Standalone Financial Statements under
Note No. 42 which forms part of the Annual Report.

As per the provisions of Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, (''Listing Regulations'') the Company has formulated
and adopted Policy on Related Party Transactions; details of
the same are provided in Annexure-6 to the Board''s Report.
Further, the Company during the reporting year, has not
entered into a contract/ arrangement/ transaction which
is considered material in accordance with the definition
of materiality as included in the Company''s Related
Party Transaction Policy read with Regulation 23 Listing
Regulations as amended from time to time. However, there
was related party transaction among Allygrow Technologies
Private Limited Allygram Systems and Technologies Private
Limited and Grammer AG and group entities of Grammer
AG amounting upto '' 50.00 Crore which was considered
material related party transaction. The Company had taken
approval of Shareholders for entering into the said material
related party transaction as required under the Listing
Regulations.

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is appended as Annexure-2 to this Board''s Report.

11. Material Changes and commitments, affecting the
financial position of the Company which have occurred
between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of the
Report:

No material event except as mentioned below has occurred
after the Balance Sheet till the date of this Report:

a. Hon''ble National Company Law Tribunal ("NCLT"),
Bench at Mumbai vide its Order dated April 11, 2025

("Order"), has approved Scheme of Amalgamation
in the form of Merger by absorption ("Scheme") of
Allygrow Technologies Private Limited, the Transferor
Company (Wholly Owned Subsidiary Company of the
Company) with Ceinsys Tech Limited, the Transferee
(Company). The Appointed Date of the Scheme is April
1,2024. The Scheme came into effect on April 30, 2025,
pursuant to filing of form INC-28 by both the Transferor
Company and Transferee Company.

b. The Board at its meeting held on May 3, 2025 and on the
recommendation of the Nomination and Remuneration
Committee and Audit Committee approved
appointment of Mr. Phaneesh Murthy (DIN:00388525)
as an ''Additional Director'' in the category of ''Non¬
Executive - Independent Director'' of the Company
with effect from May 3, 2025, subject to approval of
the shareholders of the Company. The Board has also
recommended regularization of appointment of Mr.
Phaneesh Murthy as a Non-Executive Independent
Director of the Company for the term of 5 (Five years)
with effect from May 3, 2025, subject to approval of
shareholders of the Company.

c. The Board at its meeting held on May 3, 2025 and
on the recommendation of the Nomination and
Remuneration Committee and Audit Committee,
approved appointment of Mr. Surej Kunthithayyil
Poyil (DIN 10999955) as an ''Additional Director'' under
Executive Category of the Company with effect from
May 3, 2025. He was earlier appointed as the CEO
Designate of the Company and the CEO of the Wholly
Owned Subsidiary Technology Associates Inc USA as
per the intimation dated March 26, 2025, w.e.f April 3,
2025.

d. The Board at its meeting held on May 3, 2025 and on
the recommendation of Audit Committee, approved
appointment of M/s PricewaterhouseCoopers Services
LLP as an Internal Auditor of the Company for a term of
one year i.e. for FY 2025-26.

e. The Board at its meeting held on May 3, 2025 and
on the recommendation of Audit Committee has
approved appointment of Mr. Sushil Kawadkar,
Practicing Company Secretary and a Peer Reviewed
Company Secretary, Nagpur as the Secretarial Auditor
of the Company for a period of 5 years commencing
from April 1, 2025 till March 31, 2030, subject to the
approval of shareholders at the ensuing Annual
General Meeting.

2. Board Policies

The details of the policies approved and adopted by the

board as required under Companies Act, 2013 and Listing

Regulations are provided in Annexure-6 to the Board''s

Report.

13. Risk Management

The Company has sound systems to manage the risks.
Management of Risk is an integral and important component
of Corporate Governance. This robust Risk Management
system ensures adequate controls and monitoring
mechanisms for a smooth and efficient running of the
business.

The Company''s overall Risk Management Framework
helps in identifying risks and opportunities that may
have a bearing on the organization''s objectives, assessing
them in terms of likelihood and magnitude of impact and
determining a response strategy. This framework seeks
to create transparency, minimize adverse impact on the
business strategy and enhance the Company''s competitive
advantage. This risk management system thus helps in
managing market, credit and operational risks and quantifies
potential impact at a Company level. Management
Discussion & Analysis Report contains detailed information
on the risk management process of the Company.

The Company is not required to constitute Risk Management
Committee as provided in the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

14. Business Description and State of Company''s Affairs

Ceinsys Tech Limited operates at the forefront of technology-
driven solutions, specializing in geospatial services,
industrial automation, and infrastructure development. As
a leader in the field, Ceinsys excels in delivering tailored
solutions that empower clients across various sectors to
optimize their operations and achieve sustainable growth.
The company''s state of affairs reflects robust growth and
a commitment to innovation, evidenced by its strategic
expansions into new markets and pioneering projects that
set industry benchmarks. Ceinsys'' steadfast dedication
to quality, reliability, and customer satisfaction underpins
its success, making it a trusted partner for organizations
seeking transformative solutions in today''s dynamic business
landscape.

Ceinsys remains committed to enhancing enterprise¬
wide resilience and aims to set the standard for business
excellence. The acquisition of Allygrow, a specialized global
engineering services firm, has significantly broadened its
global footprint and impact. Ceinsys'' service portfolio now
integrates the expertise and capabilities brought onboard by
Allygrow Technologies Private Limited. This strategic move
empowers Ceinsys to offer clients and potential partners
transformative business opportunities through intelligent
GIS-enabled digital solutions. Our ongoing investments in
strategic initiatives underscore our dedication to delivering
enhanced outcomes for our clients.

Currently, the services offered by Ceinsys, and its subsidiaries
encompass a diverse range of areas:

& t

• Geospatial Services and solutions cover mapping of
cadastral terrain, natural resources like mining, forest,
and agriculture, as well as health, sanitation, enterprise
assets, and utilities.

• Web GIS Integrated solutions include decision support
systems, enterprise administrative portals, and end-
to-end capabilities in Utilities, Municipal, ULBS, and
agriculture domains.

• Expert engineering solutions provide consulting
services for Non-Revenue Water (NRW), urban and
rural water supply and sewage schemes (DPR), SCADA
and automation for water and electric transmission
and distribution, smart water solutions, and metering
Infrastructure (AMI). Additionally, services extend to
Roads and Highways (DP?), Road Asset Management
System (RAMS), corridor mapping, 5DBIM, CDE for
Transport, Infrastructure, and Construction industry,
Project Management Consultancy (PMC), and third-
party inspection (TPI).

• New-age technology solutions encompass Lidar Data
Capturing and Processing, UAV Data capturing and
processing, Laser Scanning and 3D Modelling, Point
cloud extraction, Photogrammetry Solutions, Digital
Twin Engineering, and AI/ML-based solutions.

& & fedto

• Automotive Engineering Services include product
engineering such as concept generation, engineering,
detail design, feasibility studies, packaging, integration,
virtual verification through CAE/FEA/CFD, and change
management. Manufacturing engineering covers
consulting, plant design and optimization, tooling
design, robotics automation, and simulation. Advanced
technologies focus on IoT and IIOT for Industry 4.0 and
AI-based computer vision solutions.

Ceinsys is actively expanding its capabilities and establishing
itself as an integrated solution provider in Geospatial,
Engineering, Automotive, and IT sectors.

15. Human Capital Management

The Company attracts highly skilled and competent
resources. As of March 31, 2025, the Company''s workforce
was 1,133 in number. The vision is to be a strategic partner
in driving organizational excellence by developing and
inspiring the true potential of the company''s human capital.

Employee Engagement and Experiences.

The policies and processes are to align them to meet the
business Goals and Objectives, keeping the directions steady
on employee satisfaction, improving productivity, fostering
a positive work environment, and promoting employee
well-being, we value our people and take various actions for
employee engagement based on focused feedback received
through periodic means.

Organizational Training as per CMMI L5

The Company was reappraised by External CMMI leads on
the Company''s training and development of employees,
leading to excellent best practices being followed. The
Company''s annual Goals and KRAs have mandated learning
hours for each employee, and strategic investment in the
Company''s employees, and its future. The skill development
competency-wise was well appreciated by auditors on the
skill Index.

Also, the self-directed learning culture encourages employees
to learn at their own pace and in a learning environment of
their preference. The Company has mandated certification
and courses with leaders that guide and support them in
their development and high usage of learning apps.

The Company''s knowledge Repository carries over 657
certifications and 17000 Manhours of training as per
business needs.

Inclusion & Diversity

The Company is committed to fostering a workforce that
is equal, inclusive, and diverse. It has a Diversity and Non¬
Discrimination Policy that guides its management and hiring
practices to promote diversity and inclusion. The Company''s
dedication for supporting individuals with disabilities has
resulted in successful retention in this area. As an Equal
Opportunity Employer, the Company gains a competitive
advantage in staffing.

Human Rights

The Company is committed to the protection and
advancement of human rights. The Company''s main human
rights-related focus areas are promoting good practice
through our large and diverse supply chain and supporting
a diverse and inclusive corporate culture.

16. Management Discussion and Analysis

In terms of the provisions of Regulation 34 read with Schedule
V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Management''s Discussion and
Analysis Report is presented in a separate section forming
part of this Annual Report.

17. Subsidiaries including Material Subsidiaries

During the financial year 2024-25, Hon''ble National
Company Law Tribunal ("NCLT"), Bench at Mumbai vide its
Order dated April 11,2025 ("Order"), has approved Scheme
of Amalgamation in the form of Merger by absorption

("Scheme") of Allygrow Technologies Private Limited, the
Transferor Company (Wholly Owned Subsidiary Company
of the Company) with Ceinsys Tech Limited, the Transferee
(Company). The Appointed Date of the Scheme is April
1, 2024. The Scheme came into effect on April 30, 2025,
pursuant to filing of form INC-28 by both the Transferor
Company and Transferee Company. In order to expand
Company''s operations globally, the Company on July 1,

2024, established a Wholly Owned Subsidiary at Singapore
called Ceinsys Tech (Singapore) Pte Ltd. As on March 31,

2025, the Company has following seven direct Subsidiaries:

1. ADCC Infocom Private Limited,

2. Ceinsys Tech (Singapore) Pte Ltd,

3. Allygrow Technologies B.V,

4. Technology Associates Inc.,

5. Allygrow Technologies, GmbH and

6. Allygrow Technologies Ltd., UK

7. Allygram Systems and Technologies Private Limited (JV
Subsidiary Company)

As on March 31, 2025, Allygram Systems and Technologies
Private Limited and Technology Associates Inc were
identified as Material Subsidiaries of the Company as per
the thresholds laid down under the Listing Regulations and
Policy for determining material subsidiaries which is in line
with the Listing Regulations as amended from time to time.

Pursuant to provisions of Section 129(3) of the Companies
Act, 2013, the Company has prepared Consolidated financial
statements of the Company and its subsidiary, which form
part of the Annual Report. Further, a statement containing
the salient features of the financial statement of the
Company''s subsidiaries in the prescribed format AOC-1 is
appended as an Annexure-1 to the Board''s Report.

In accordance with the third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its Standalone and Consolidated financial
statements have been placed on the website of the Company
at www.cstech.ai .

18. Corporate Governance

The Company has adopted best corporate governance
practices. These are further consistently followed. The
Company believes that good governance is the basis for
sustainable growth of the business and for enhancement of
stakeholder''s value. The directors of the Company reaffirm
their continued commitment to good corporate governance
practices. It is an ethically driven business process that is
committed to values aimed at enhancing an organization''s
brand and reputation. This is ensured by taking ethical
business decisions and conducting business with a firm
commitment to values, while meeting stakeholders''
expectations. A detailed report on Corporate Governance

forms an integral part of this Annual Report and is set out as

separate section therein.

19. Audit reports and Auditors

Audit reports

• The Auditors'' Report for FY 2024-25 provided by
M/s Chaturvedi & Shah LLP, Chartered Accountants,
Statutory Auditors of the Company on Standalone
and Consolidated Financial Statements (''Financial
Statements'') does not contain any qualification,
reservation or adverse remark. The statements made
by the Auditors in their report are self - explanatory
and do not call for any further comments. The Auditor''s
Report is enclosed as separate section with the financial
statements in this Annual Report.

• Statutory Auditors have also provided their
independent report on effectiveness of Internal
Financial Controls over Financial Reporting which does
not contain any qualification, reservation or adverse
remark. The Auditor''s Report is enclosed as separate
section with the financial statements in this Annual
Report.

• The Company''s Internal Audit is being conducted by
Independent Auditors on quarterly basis and they
furnish their quarterly report on their observations to
Audit Committee for review.

• The Secretarial Auditors'' Report for FY 2024-25 does
not contain any qualification, reservation, or adverse
remark. The statements made by the Secretarial
Auditors in his report are self - explanatory and do not
call for any further comments. In terms of provisions
of sub-section 1 of section 204 of the Companies Act,
2013, the Company has annexed to this Board''s Report
as Annexure-4, a Secretarial Audit Report given by the
Secretarial Auditor.

• The Secretarial Auditors'' Report of Material Subsidiary
of M/s Allygram Systems and Technologies Private
Limited for FY 2024-25 is available on the website of the
Company www.cstech.ai. Since Allygrow Technologies
Private Limited, has been merged with Ceinsys Tech
Limited pursuant to order of Hon''ble National Company
Law Tribunal ("NCLT"), Bench at Mumbai dated April 11,
2025 ("Order"), it is not required to conduct Secretarial
Audit for FY 2024-25.

• The Secretarial Auditor''s certificate on the
implementation of share-based schemes in
accordance- with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, will be made
available on request at the AGM, electronically.

• As required under Listing Regulations the Practicing
Company Secretary''s Certificate on Corporate
Governance and non-disqualification of directors

including KYC requirement is appended as Annexure-8.
The appended certificate does not contain any
qualification, reservation or adverse remarks.

Auditors

• Statutory Auditors

M/s Chaturvedi & Shah LLP, Chartered Accountants
(FRN: 101720W/W100355), was appointed as Statutory
Auditors for a term of 5 consecutive years at the 20^th
Annual General Meeting (AGM) held on September 29,
2018 till conclusion the 25^th AGM of the Company held
on September 16, 2023. Subsequently, M/s Chaturvedi
and Shah LLP, Chartered Accountants (Reg No.
101720W/ W100355) was re-appointed at 25^th AGM as
Statutory Auditors of the Company for second term of
5 years to hold office from the conclusion of 25^th AGM
till the conclusion of 30^th AGM to be held in FY 2028¬
29. M/s Chaturvedi & Shah LLP, Chartered Accountants
had furnished a certificate of their eligibility and
consent under Sections 139(1) and 141 of the Act and
the Rules framed thereunder for their continuance as
Statutory Auditors of the Company at the time of re¬
appointment.

• Internal Auditors

The Company has appointed M/s
PricewaterhouseCoopers Services LLP as an Internal
Auditors of the Company for a term of one year i.e. for
FY 2025-26 to conduct Internal Audit functions for the
period from April 1, 2025 to March 31, 2026.

• Secretarial Auditors

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
Mr. Sushil Kawadkar, Practicing Company Secretary
to undertake the Secretarial Audit of the Company. In
terms of provisions of sub-section 1 of section 204 of
the Companies Act, 2013, the Company has annexed
to this Board''s Report as Annexure-4, a Secretarial
Audit Report given by him for financial year 2024-25.
Further, the Board at its meeting held on May 3, 2025
and on the recommendation of Audit Committee
has approved appointment of Mr. Sushil Kawadkar,
Practicing Company Secretary and a Peer Reviewed
Company Secretary, Nagpur as the Secretarial Auditor
of the Company for a period of 5 years commencing
from April 1,2025 till March 31,2030, subject to the
approval of shareholders at the ensuing Annual
General Meeting.

20. Reporting of Fraud by Auditors

During the year under review, neither the statutory

auditors nor the secretarial auditor has reported to the

audit committee, under Section 143 (12) of the Companies

Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which
would need to be mentioned in the Board''s report.

21. Segment Reporting

The Company''s operating segments are established on the
basis of those components of the Company that are evaluated
regularly by the Board in deciding how to allocate resources
and in assessing performance. These have been identified
taking into account nature of services, the differing risks and
returns and the internal business reporting systems.

In order to keep the Company''s segment reporting in tune
with the current business offerings of the Company and
foreseeable business growth, the Company had re-classified
the segment reporting on both Standalone and Consolidated
basis during the period under review as mentioned below :

Sr.	Previous Segment	Re-classification of
No.	Reporting	Segment Reporting
1	Enterprise Geospatial &	Geospatial and
	Engineering Services	engineering services
2	Software Products	Technology Solutions
3	Power Generation	Others (which also would include those which don''t classify into the above two above segments.)

22. Board of Directors and its Meeting

The Company has a professional Board with right mix
of knowledge, skills and expertise with an optimum
combination of Executive, Non- Executive and Independent
Directors including Woman Director. The Chairman of the
Board is a Non-Executive Director. The Board provides
strategic guidance and direction to the Company in
achieving its business objectives and protecting the interest
of the stakeholders. The Board met Eight (8) times during the
financial year.

The maximum interval between any two meetings did not
exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference,
etc. of the Board of Directors of the Company and the
meetings thereof held during the financial year are given in
the Report on Corporate Governance section forming part
of this Annual Report.

23. Investor Education and Protection Fund (IEPF)

During the year, the Company was not required to transfer
any amount to Investor Education and Protection Fund (IEPF)
as per the requirements of the IEPF Rules.

24. Directors'' Responsibility Statement

The Standalone and Consolidated financial statements
for the financial year ended March 31 ,2025 are prepared
in accordance with Indian Accounting Standards (Ind AS)
under the historical cost convention on accrual basis, the

provisions of the Act (to the extent notified) and guidelines
issued by SEBI. Ind AS are prescribed under section 133 of
Companies Act, 2013, read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016.
Accounting policies have been consistently applied except
where a newly issued accounting standard is initially
adopted or the revision to an existing accounting standard
requires a change in the accounting policy hitherto in use.

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

I. In the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

II. They have selected such accounting policies and
applied them consistently and made judgments 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 of the Company for that period;

III. 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;

IV. They have prepared the annual accounts on a going
concern basis;

V. They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

25. Internal Financial Controls with Reference to Financial
Statements

The Company has internal financial control systems to
commensurate with the nature of its business, size and
complexity of its operations. Internal financial control
systems include policies and procedures which are designed
to ensure reliability of financial reporting, compliance with
policies, procedure, applicable laws and regulations and that
all assets and resources are acquired economically, used
efficiently and adequately protected.

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, audit performed by the Internal, Statutory
and Secretarial Auditors and the reviews performed by
the relevant board committees, including the audit and
management committee, the board is of the opinion that
the Company''s internal financial controls were adequate and
effective during the financial year 2024-25. For more details,

refer to the ''Internal control systems and their adequacy''
section in the Management''s discussion and analysis,

which forms part of this Annual Report.

26. Declaration of Independence by Independent Director

Independent Directors of the Company has provided
declarations under Section 149 (7) of the Companies Act,
2013 and Regulation 25 (8) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, that he/she meets with the criteria of
independence, as prescribed under Section 149 (6) of the
Companies Act, 2013 and Regulation 25 of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

27. Board Evaluation

The Board of Directors carried out an annual evaluation
of its own performance, Board Committees and individual
Directors pursuant to the provisions the Companies Act,
2013 and SEBI Listing Regulations.

The evaluation parameters and the process have been
explained in Corporate Governance Report.

28. Familiarization Program for Board Members

The Board members are provided with necessary documents
/brochures, reports and internal policies to enable
them to familiarise with the Company''s procedures and
practices. Periodic presentations are made on business and
performance updates of the Company, business strategy and
risks involved. The Directors are also updated with various
regulations prevailing at the time and the new judicial
pronouncements, if any.

29. Policy on Directors Appointment, Remuneration and
other details

The Nomination and Remuneration Committee (''NRC'')
has adopted the policy and procedures with regard to
identification and nomination of persons who are qualified
to become directors and who may be appointed in senior
management and the same is available on the website of
the company at https://www.cstech.ai/investors/. This policy
is framed in compliance with the applicable provisions of
Regulation 19 read with Part D of the Schedule II of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 (''the Regulations'') and Section 178 and
other applicable provisions of the Companies Act, 2013.

The details as required under Section 197 (12) of the Act
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in the Annexure-3 of the Boards'' Report.

30. Change in the position of Directors, Key Managerial
Personnel (KMPs) and Senior Management

The following appointments, re-appointments and
resignations were made during the year and till the date of
this report:

• The Board on the recommendation of Nomination
and Remuneration Committee at its meeting held on
February 13, 2024 appointed Mrs. Maya Swaminathan
Sinha (DIN:03056226) as an Additional Director under
the category of Non-Executive Independent Director
of the Company with effect from February 13, 2024.
The appointment was regularised by the shareholders
at the Extra Ordinary General Meeting of the Company
held on April 29, 2024 by passing Special Resolution.

• The Board on the recommendation of Nomination and
Remuneration Committee at its meeting held on March
30, 2024 approved continuation of appointment of
Mr. Sagar Meghe (DIN: 00127487) as Non-Executive and
Non-Independent Director of the Company pursuant
to Regulation 17(1D) Listing Regulations, which was
subsequently approved by the Shareholders at the
Extra Ordinary General Meeting of the Company held
on April 29, 2024.

• The Board on the recommendation of Nomination and
Remuneration Committee at its meeting held on March
30, 2024, appointed Mr. Kaushik Khona (DIN:00026597)
as an Additional Director and as Managing Director,
India Operations of the Company for a period of three
(3) years with effect from March 30, 2024, subject to
approval by Shareholders of the Company. The same
was subsequently regularized and approved by the
Shareholders at the Extra Ordinary General Meeting of
the Company held on April 29, 2024.

• Mr. Samir Sabharwal was appointed as Joint Chief
Financial Officer of the Company with effect from May
27, 2024

• CA Amita Saxena tendered her resignation from the
post of Chief Financial Officer of the Company with
effect from July 10, 2024 and Mr. Samir Sabharwal
who was holding the position of Joint Chief Financial
Officer, was re-designated as Chief Financial Officer of
the Company with effect from August 12, 2024.

• The Company faced significant loss with sad demise of
Late Shri Hemant Thakre who held the position of Chief
Administrative Officer of the Company. He passed away
on December 14, 2024.

• The Board on the recommendation of Nomination
and Remuneration Committee at its meeting held
on January 17, 2025, appointed Mr. Rohan Singh as
Executive Vice President- Strategic Initiatives of the
Company (Senior Management Personnel), which
was subsequently approved by Shareholders through
postal ballot process on March 22, 2025, being a related
party for holding the office or place of profit in the
Company.

• The Board on the recommendation of Nomination
and Remuneration Committee at its meeting held on
February 11, 2025 re-appointed Mr. Prashant Kamat

(DIN:07212749) as Whole Time Director and Chief
Executive Officer (CEO) with a nomenclature as "Vice
Chairman and CEO" of the Company for a period of
three (3) years with effect from February 17, 2025 to
February 16, 2028, which was subsequently approved
by Shareholders through postal ballot process on
March 22, 2025.

• The Board at its meeting held on May 3, 2025, and
on the recommendation of the Nomination and
Remuneration Committee and Audit Committee
approved appointment of Mr. Phaneesh Murthy
(DIN:00388525) as an ''Additional Director'' in the
category of ''Non-Executive - Independent Director'' of
the Company with effect from May 3, 2025, subject to
approval of the shareholders of the Company. The Board
also recommended regularization of appointment of
Mr. Phaneesh Murthy as a Non-Executive Independent
Director of the Company for the term of 5 (Five years)
with effect from May 3, 2025, subject to approval of
shareholders of the Company.

• The Board at its meeting held on May 3, 2025 and
on the recommendation of the Nomination and
Remuneration Committee and Audit Committee,
approved appointment of Mr. Surej Kunhithayyil
Poyil (DIN 10999955) as an ''Additional Director'' under
Executive Category of the Company with effect
from May 3, 2025. He was also appointed as the CEO
Designate of the Company and the CEO of the Wholly
Owned Subsidiary Technology Associates Inc USA with
effect from April 3, 2025.

The Board is of the opinion that the Non-Executive and
Independent Directors of the Company appointed during
the Financial Year 2024-25 and till the date of this Report
possess requisite qualifications, expertise and experience
and they hold highest standards of integrity.

31. Committees of the Board

As on March 31,2025, the Board has five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship & Investor Grievances
Committee

v. Management Committee

The details of the powers, functions, composition and
meetings of the Committees of the Board held during the
financial year 2024-25 are given in the Report on Corporate
Governance section forming part of this Annual Report.

32. Conservation of Energy, Technology Absorption, Foreign
exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m)
of Section 134 of the Companies Act, 2013, read with the

Companies (Accounts) Rules, 2014, are given separately as
Annexure-7 to the Board''s Report.

33. Corporate Social Responsibility

The Company is committed to conduct its business in a
socially responsible, ethical and environmental friendly
manner and to continuously work towards improving
quality of life of the communities in its operational areas. The
Board of Directors at its meeting held on July 26, 2014 had
constituted Corporate Social Responsibility (CSR) Committee
in accordance with Section 135 of Companies Act, 2013
read with rules formulated therein. The CSR agenda is
planned in consultation with the CSR committee members
through a systematic independent need assessment. Your
Company believes in positive relationships that are built with
constructive engagement which enhances the economic,
social and cultural well-being of individuals and regions
connected to the Company''s activities. The Company has
adopted a detailed policy on Corporate Social Responsibility
which was further amended on March 31, 2024. The brief
outline of the Corporate Social Responsibility (CSR) Policy of
the Company including the annual report on the Company''s
CSR activities are set out in Annexure-5 of this report in
the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

34. Secretarial Standards

The Company duly complies with all applicable secretarial
standards issued by the Institute of Company Secretaries of
India.

35. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013
and rules framed thereunder read with Regulation 22
of Listing Regulations, your Company has established a
''Vigil Mechanism Policy'' and it provides a channel to the
employees to report to the appropriate authorities concerns
about unethical behaviour, actual or suspected, fraud or
violation of the Company''s code of conduct policy and
provides safeguards against victimization of employees
who avail the mechanism and also provide a direct access
to the Chairman of the Audit Committee in exceptional
cases. Protected disclosures can be made by a whistle blower
through an e-mail, or dedicated telephone line or a letter to
the concerned authorities. The details of the vigil mechanism
(whistle blower policy) are given in Annexure-6 of this Board
Report.

36. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide
notification dated January 15, 2015 had put in place a new
framework for prohibition of Insider Trading in securities
and to strengthen the legal framework thereof. These
regulations of the SEBI under the above notification had
become effective from May 15, 2015. Whereas on December
31,2018, the regulations were amended with Securities and

47. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the CEO/CFO certification is attached with
this Annual Report as an Annexure-10.

48. The details of difference between amount of the
valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof

During the reporting period, there has been no settlement
made with any bank or financial institution by the Company.
Thus, the requirements to provide above details is not
applicable to the Company.

49. Acknowledgement

The directors place on record their appreciation to the
Government, the Securities and Exchange Board of India,

Exchange Board of India (Prohibition of Insider Trading)
(Amendment) Regulations, 2018 effective from April 1,2019.
Accordingly, the Board has formulated Code of Conduct and
Fair Disclosure for Prevention of Insider Trading Policy in
accordance with Regulation 8 & 9 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015 for regulating, monitoring and reporting of Trading
of Shares by Insiders. The Code lays down guidelines,
procedures to be followed and disclosures to be made while
dealing with shares of the Company. The details of the Code
of Conduct and Fair Disclosure for Prevention of Insider
Trading are given in Annexure-6 of this Board''s Report.

37. Code of Conduct

The Directors, KMP''s and Senior Management of the
Company have affirmed compliance with Code of Conduct
applicable to them during the year ended March 31,2025.
The details of the Code of Conduct for Directors, KMP''s and
Senior Management are given in Annexure-6 of this Board''s
Report.

The Annual Report of the Company contains a certificate
by Mr. Prashant Kamat, Whole Time Director, Vice Chairman
and CEO of the Company, on compliance of declaration
received from the Members of the Board, KMP''s and Senior
Management as an Annexure-9.

38. Legal, Governance and Brand Protection

The Company continues to focus on the key areas and
projects within the Legal, Compliance and Corporate Affairs
functions.

39. Enhancing Shareholders Value

The Company believes that its Members are its most
important stakeholders. Accordingly, your Company''s
operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness,
consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall
corporate reputation.

40. Disclosure Requirements

As per Listing regulations, Corporate Governance Report
with the Auditors Certificate thereon and the Management
Discussion and Analysis Report are attached herewith and
forms part of this Report.

The Company has devised a proper system to ensure
compliance with the provisions of all Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

41. Significant and Material Orders Passed by the Regulators
or Courts or Tribunals Impacting the Going Concern
Status of the Company

There are no orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and
the Company''s future operations.

42. Credit Rating Obtained

During the year the Company had obtained the Credit rating
from CARE Ratings Limited for the loans and credit facilities
from Banks. The details of ratings are provided in Corporate
Governance Report forming part of this Annual Report.

43. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a Policy on Prevention
of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The details of the policy are given in Annexure-6
of this Board''s Report.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and its Registration.
The details of complaints filed, disposed of and pending
during the financial year pertaining to sexual harassment
is provided in Corporate Governance Report of this Annual
Report.

44. Green Initiatives

Electronic copies of Annual Report 2024-25 and the Notice of
27^th Annual General Meeting shall be sent to all the members
whose email addresses are registered with the company/
depository participant. Physical copies of Annual Report will
be sent to only to those members who request the Company
for the same once dispatch of Annual Report and Notice of
AGM through electronic means is completed.

45. Board Diversity

The Board comprises of adequate number of members
with diverse experience and skills, such that it best serves
the governance and strategic needs of the Company. The
Directors are persons of eminence in areas such as business,
industry, finance, law, administration, economics etc. and
bring with them experience and skills which add value to
the performance of the Board. The Directors are selected
purely on the basis of merit with no discrimination on race,
colour, religion, gender or nationality. A brief profile of the
Directors are available on the website of the Company at
www.cstech.ai.

46. Proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year is not applicable.

the Stock Exchanges and other regulatory authorities for
their valuable guidance and support and wish to express
our sincere appreciation for their continued co-operation
and assistance. We look forward to their continued support
in future as well. We wish to thank our bankers, investors,
rating agencies, customers and all other business associates
for their support and trust reposed in us.

The directors express their deep sense of appreciation for all
the members of the Ceinsys family whose commitment, co¬
operation, active participation, dedicated efforts, consistent
contribution and professionalism at all levels has made the
organization''s growth possible. Your Board is thankful to you
for the support and trust reposed in them and the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Prashant Kamat Kaushik Khona

Place: Mumbai (Vice Chairman and CEO) (Managing Director, India Operations)

Date: May 3, 2025 (DIN: 07212749) (DIN: 00026597)

---

Mar 31, 2024

The Board of directors take pleasure in presenting the 26^th (Twenty-Sixth) Board''s Report on the business and operations of the Company for the financial year ended March 31,2024.

Results of Company''s operations and Company''s Performance

('' In Lakhs)

Particulars	For the year ended March 31		For the year ended March 31
	2024	2023	2024	2023
I. Revenue from Operations	20,567.73	16,704.41	25,293.91	21,949.81
II. Other Income	238.00	106.49	363.08	239.89
III. Total income (I II) IV. Expenses	20,805.73	16,810.90	25,656.99	22,189.70
Operating Expenses	7,115.68	6,891.50	7,380.20	6,885.83
Employee Benefits Expenses	5,442.14	5,374.01	8,909.83	8,211.51
Finance Costs	555.80	835.42	470.86	844.40
Depreciation and Amortisation Expenses	393.65	287.31	516.33	449.76
Admin & Other Expenses	3,817.37	2,544.38	4,596.64	3,680.62
Total Expenses (IV)	17,324.64	15,932.62	21,873.86	20,072.12
V. Profit/(Loss) Before Share of Profit of Joint Venture, Exceptional Items and Tax (III-IV)	3,481.09	878.28	3,783.13	2,117.58
VI. Share of Profit of Joint Venture	-	-	1,182.48	773.26
VII. Profit Before Exceptional Items and Tax(V VI)	3,481.09	878.28	4,965.61	2,890.84
VIII. Exceptional item	-	-	-	-
IX. Profit/(Loss) before tax (VII VIII)	3,481.09	878.28	4,965.61	2,890.84
X. Tax expenses	1,022.66	242.27	1,465.67	(197.88)
XI. Profit/(Loss) for the period/year after tax (IX -X)	2,458.43	636.01	3,499.94	3,088.72
XII. Total Other Comprehensive Income	(13.97)	1.45	30.75	192.17
XIII. Total Comprehensive Income for the year (XI XII)	2,444.46	637.46	3,530.69	3,280.89
XIV. Paid-up Equity Share Capital (Face value of '' 10/-each)	1,633.94	1,543.14	1,633.94	1,543.14
XV. Earnings Per Equity Share of '' 10/- each:	15.82	4.12	22.52	20.02

Financial Position

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2024	2023	2024	2023
Equity Equity Share Capital	1,633.94	1,543.14	1,633.94	1,543.14
Other Equity	18,116.36	15,714.87	21,774.80	18,287.07
Non-controlling Interest	-	-	-	-
Total Equity	19,750.30	17,258.01	23,408.74	19,830.21
Non-Current Liabilities	326.40	164.97	416.68	310.39
Current Liabilities	9,736.26	10,373.73	8,782.49	11,148.30
Total Liabilities	10,062.66	10,538.70	9,199.17	11,458.69
Equity Liabilities	29,812.96	27,796.71	32,607.91	31,288.90
Property, Plant and Equipment	2,120.52	1,638.76	2,379.52	1,990.37
Intangible Assets	10.42	21.46	2,006.65	2017.75
Other Non-Current Assets	8,981.06	8,501.30	5,315.77	4,911.41
Current Assets	18,683.53	17,322.47	22,888.53	22,056.65
Assets held for Sale	17.44	312.72	77.44	312.72
Total Assets	29,812.96	27,796.71	32,607.91	31,288.90

1. Financial Performance Revenue - Standalone

On a standalone basis in financial year 2023-24, our Revenue from operations has shown an increase of 23.13% which resulted increase of Revenue to '' 20,567.73 lakhs in FY 2023-24 as compared to previous FY 2022-23 which was '' 16,704.41.

Revenue - Consolidated

On consolidated basis in financial year 2023-24, our Revenue from operations has shown an increase of 15.24% which resulted increase of Revenue to '' 25,293.91 Lakhs in FY 2023-24 as compared to financial year 2022-23 which was '' 21,949.81.

Profits - Standalone

On a standalone basis in financial year 2023-24, the profit before tax and exceptional items has shown an increase of 296.35% in current FY 2023-24 and stood at '' 3481.09 Lakhs and Profit after exceptional items and tax stood at '' 2458.43 lakhs. Whereas, in FY 2022-23 the profit before tax and exceptional items stood at '' 878.28 Lakhs and Profit after exceptional items and tax at '' 636.01 lakhs.

Profits - Consolidated

On consolidated basis in financial year 2023-24, the profit before tax and exceptional items has shown an increase of 71.77% and stood at '' 4,965.61 lakhs in FY 2023-24. Profit after exceptional items and tax is '' 3,499.94 lakhs in FY 2023-24. Whereas, in FY 2022-23 the profit before tax and exceptional items stood at '' 2,890.84 Lakhs and Profit after exceptional items and tax at '' 3,088.72 lakhs.

EPS- Standalone

On Standalone basis, basic earnings per share increased to '' 15.82 for financial year 2023-24 as compared to basic earnings per share of '' 4.12 for last financial year 2022-23.

EPS- Consolidated

On Consolidated basis, basic earnings per share increased to '' 22.52 for financial year 2023-24 as compared to basic earnings per share of '' 20.02 for last financial year 2022-23.

2. Dividend

Your directors have recommended a final dividend of ? 2.50 per Equity share for financial 2023-24 aggregating to ? 408.49 Lakhs subject to approval of Shareholders at the ensuing 26^th Annual General Meeting of the Company to be held on Friday, September 20, 2024.

3. Share Capital Structure

As on March 31, 2024, the Company has Authorised Share Capital of '' 30,00,00,000 comprising of 3,00,00,000 (Three crores) equity shares of '' 10/- each and the Paid-up Share Capital of '' 16,33,93,970/- comprising of 1,63,39,397 equity shares of '' 10/- each. There was change in the Share Capital during the year under review on account of allotment of 1,66,188 and 7,41,812 equity shares, pursuant to exercise of ESOP by the eligible employees under the Ceinsys Employee Stock Option Scheme 2022 - Plan 1 (Plan-1) and Ceinsys Employee Stock Option Scheme 2022 - Plan 2 (Plan-2) respectively. The shares of the Company are listed on BSE Limited.

Employee Stock Option Schemes

During the reporting period, the Company has made allotment of 1,66,188 and 7,41,812 equity shares on February 17, 2024, pursuant to exercise of ESOP by the eligible employees under the Ceinsys Employee Stock Option Scheme 2022 - Plan 1 (Plan-1) and Ceinsys Employee Stock Option Scheme 2022 - Plan 2 (Plan-2) respectively. The equity shares so allotted ranked pari passu with the existing equity shares of the Company in all respects. During the reporting period, no material changes have been made to the aforementioned schemes. The Company has obtained certificate from the Secretarial Auditor

of the Company stating that the aforementioned schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations'') and the resolutions have been passed by the members approving the aformentioned ESOP schemes. The certificate is available for inspection by members in electronic mode. The details as required under Part F of Schedule II pursuant to Regulation 14 of the SBEB Regulation, 2021, are available at the Company''s website at www.ceinsys. com. Further details of the aforementioned ESOP Schemes during the reporting period are as follows:

Sr. No		Ceinsys Employee	Ceinsys Employee
	Particulars	Stock Option Scheme	Stock Option Scheme
		2022 - Plan 1	2022 - Plan 2
1	Number of options granted during the reporting period	Nil	Nil
2	Number of options vested during the year	1,66,188	7,41,812
3	Number of options exercised during the year	1,66,188	7,41,812
4	Total number of shares arising as a result of exercise of option	1,66,188	7,41,812
5	Exercise Price	'' 10/-	'' 10/-
6	Number of options surrendered	Nil	Nil
7	Number of options lapsed	Nil	Nil
8	Variation of terms of options	Nil	Nil
9	Money realized by exercise of options	'' 1,66,1880/-	'' 74,18,120/-
10	Total number of options ungranted and outstanding at the end of the year	30,000	Nil

4. Transfer to Reserves

The Company has not transferred any amount to the general reserve account during the reporting period.

5. Capital Expenditure on Assets

During financial year 2023-24 the company incurred capital expenditure of '' 438.57 Lakhs as compared '' 219.03 Lakhs in the last financial year 2022-23.

6. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company''s website https://www.ceinsys.com/investor/ .

7. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

8. Public Deposits

The Company has not accepted deposits within the meaning of the provision of Chapter V of the Companies Act, 2013 read with the relevant Rules.

9. Maintenance of Cost Records

The Company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

10. Particulars of Contracts or Arrangements made with Related Parties

All contracts/ arrangements/transactions entered by the Company with the related parties during the financial year 2023-24 were in its ordinary course of business except for Sale of Windmill located at Satara along with Land located at Satara where the Windmill was installed. However all contracts/ arrangements/transactions entered by the Company during the financial year 2023-24 with the related party were at arm''s length basis. Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Standalone Financial Statements under Note No. 40 which forms part of the Annual Report.

As per the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') the Company has formulated and adopted Policy on Related Party Transactions; details of the same are provided in Annexure-6 to the Board''s Report.

Further, the Company during the reporting year, has not entered into a contract/ arrangement/ transaction which is considered material in accordance with the definition of materiality as included in the Company''s Related Party Transaction Policy read with Regulation 23 Listing Regulations as amended from time to time. However, there was related party transaction among Allygrow Technologies Private Limited (Wholly Owned Subsidiary), Allygram Systems and

Technologies Private Limited (Step down subsidiary) and Grammer AG and group entities of Grammer AG amounting to '' 5,500.00 Lakhs which was considered material related party transaction. The Company has taken approval of Shareholders for entering into the said material related party transaction as required under the Listing Regulations.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is appended as Annexure-2 to this Board''s Report.

11. Material Changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report:

No material event except as mentioned below has occurred after the Balance Sheet:

(a) The Shareholders of the Company at its Extra Ordinary General meeting held on April 29, 2024 approved the following:

> Appointment of Mrs. Maya Swaminathan Sinha (DIN: 03056226) as an Independent Director of the Company;

> Continuation of appointment of Mr. Sagar Meghe (DIN: 00127487) as Non-Executive and NonIndependent Director of the Company pursuant to Regulation 17(1D) Listing Regulations.

> Appointment of Mr. Kaushik Khona (DIN: 00026597) as Director and Managing Director-India Operations of the Company.

> Authorization under Section 186 of the

Companies Act, 2013 for an amount not exceeding '' 300,00,00,000/- (Rupees Three

Hundred Crores Only).

> Material Related Party Transaction(s) with

Allygrow Technologies Private Limited (ATPL), Allygram Systems and Technologies Private

Limited (ASTPL) and Grammer AG and group entities of Grammer AG amounting up to '' 5,000.00 Lakhs.

> Issue of 14,89,086 share warrants and

12,50,658 Equity Shares on Preferential basis to the below mentioned persons under nonPromoter category:

Sr. No.	Name of proposed allottees	Category	Nature of instrument	Proposed no. of instruments to be issued
1.	Rare CP Fund I LP	Non-Promoter	Share warrants	14,89,086
2.	Rare CP Fund I LP	Non-Promoter	Equity shares	7,44,543
3.	JNRD SPV LLC	Non-Promoter	Equity shares	1,48,909
4.	Raisoni Capital Finance Private Limited	Non-Promoter	Equity shares	1,78,603
5.	Treble Trading and Investment Company Private Limited	Non-Promoter	Equity shares	1,78,603
TOTAL				27,39,744

> Issue of 16,07,429 Share Warrants on a Preferential basis to below mentioned allottees - under promoter and promoter group of the Company.

Sr. No.	Name of proposed allottees	Category	Nature of instrument	Proposed no. of instruments to be issued
1.	Mr. Sagar Dattatraya Meghe	Promoter	Share warrants	7,14,413
2.	Mrs. Devika Sagar Meghe	Promoter Group	Share warrants	7,14,413
3.	Mr. Raghav Sameer Meghe	Promoter Group	Share warrants	1,78,603
TOTAL				16,07,429

> Approved Ceinsys Employee Stock Incentive Scheme 2024'' ("Scheme") and Ceinsys Employees Stock Option Plan 2024'' and approved grant of Employee Stock Options equal to or more than 1 % of the issued capital of the Company to the identified employee i.e. to Mr. Prashant Kamat, Whole Time Director, Vice Chairman and CEO of the Company under ''Ceinsys Employee Stock Incentive Scheme 2024''.

(b) The Board, on the recommendations of Nomination and Remuneration Committee, at its meeting held on May 27, 2024 approved appointment of Mr. Samir Sabharwal as Joint Chief Financial Officer of the Company with effect from May 27, 2024 who was further re-designated as Chief Financial Officer by the Board with effect from August 12, 2024.

(c) CA Amita Saxena resigned from the post of Chief Financial Officer of the Company with effect from July 10, 2024 and the Board of Directors by way of circular resolution dated May 29,2024 accepted the said resignation.

(d) The Board at its meeting held on June 17, 2024, approved expansion of Company''s business operations globally by establishing a Wholly Owned Subsidiary at Singapore -Ceinsys Tech (Singapore) Pte. Ltd. The said subsidiary has been incorporated with effect from July 1, 2024 with an initial capital of $ 10,000 divided into 10,000 Ordinary shares of Singapore $ 1/- each; for undertaking business of IT enabled services including setting up and operating Data Centres, providing IT solutions including software development, product development and consulting in the sphere of Geospatial and Architecture, Engineering & Construction (AEC) and all aspects of development of Smart city solutions including in the field of Water, Energy and other Infrastructural areas; and Infrastructure Engineering Design and Consultancy services. Further, the Board at its meeting held on July 7, 2024 approved additional investment upto '' 500.00 Lakhs in the said subsidiary.

(e) The Company has granted 6,50,000 stock options under Ceinsys Employee Stock Incentive Scheme 2024 ("Scheme") to Mr. Prashant Kamat, Whole Time Director, Vice Chairman and CEO of the Company in terms of SBEB Regulations.

(f) The Board at its meeting held on June 17, 2024 has appointed M/s PricewaterhouseCoopers Private Limited as an Internal Auditor of the Company for a further term of one year i.e. for FY 2024-25.

(g) The Board provided approval to Technology Associates Inc; USA, Material Wholly Owned Step Down Subsidiary of the Company for entering into Asset Purchase Agreement (APA) with Virtual Tours, LLC (VTS), USA. The APA was subsequently executed on July 14, 2024.

12. Board Policies

The details of the policies approved and adopted by the board

as required under Companies Act, 2013 and Listing Regulations

are provided in Annexure-6 to the Board''s Report.

13. Risk Management

The Company has sound systems to manage the risks.

Management of Risk is an integral and important component of

Corporate Governance. This robust Risk Management system ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business.

The Company''s overall Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company''s competitive advantage. This risk management system thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Management Discussion & Analysis Report contains detailed information on the risk management process of the Company.

14. Business Description and State of Company''s Affairs

Ceinsys Tech Limited operates at the forefront of technology-driven solutions, specializing in geospatial services, industrial automation, and infrastructure development. As a leader in the field, Ceinsys excels in delivering tailored solutions that empower clients across various sectors to optimize their operations and achieve sustainable growth. The company''s state of affairs reflects robust growth and a commitment to innovation, evidenced by its strategic expansions into new markets and pioneering projects that set industry benchmarks. Ceinsys'' steadfast dedication to quality, reliability, and customer satisfaction underpins its success, making it a trusted partner for organizations seeking transformative solutions in today''s dynamic business landscape.

Ceinsys remains committed to enhancing enterprise-wide resilience and aims to set the standard for business excellence. The acquisition of Allygrow, a specialized global engineering services firm, has significantly broadened its global footprint and impact. Ceinsys'' service portfolio now integrates the expertise and capabilities brought onboard by Allygrow Technologies Private Limited. This strategic move empowers Ceinsys to offer clients and potential partners transformative business opportunities through intelligent GIS-enabled digital solutions. Our ongoing investments in strategic initiatives underscore our dedication to delivering enhanced outcomes for our clients.

Currently, the services offered by Ceinsys, and its subsidiaries encompass a diverse range of areas:

• Geospatial Services and solutions cover mapping of cadastral terrain, natural resources like mining, forest, and agriculture, as well as health, sanitation, enterprise assets and utilities.

• Web GIS Integrated solutions include decision support systems, enterprise administrative portals and end-to-end capabilities in Utilities, Municipal, ULBS and agriculture domains.

• Expert engineering solutions provide consulting services for Non-Revenue Water (NRW), urban and rural water supply and sewage schemes (DPR), SCADA and automation for water and electric transmission and distribution, smart water solutions and metering Infrastructure (AMI). Additionally, services extend to Roads and Highways (DPRs), Road Asset Management System (RAMS), corridor mapping, 5DBIM, CDE for Transport, Infrastructure and Construction industry, Project Management Consultancy (PMC) and third-party inspection (TPI).

• New-age technology solutions encompass Lidar Data Capturing and Processing, UAV Data capturing and processing, Laser Scanning and 3D Modelling, Point cloud extraction, Photogrammetry Solutions, Digital Twin Engineering and AI/ML-based solutions.

• Automotive Engineering Services include product engineering such as concept generation, engineering, detail design, feasibility studies, packaging, integration, virtual verification through CAE/FEA/CFD and change management. Manufacturing engineering covers consulting, plant design and optimization, tooling design, robotics automation and simulation. Advanced technologies focus on IoT and IIOT for Industry 4.0 and AI-based computer vision solutions.

Ceinsys is actively expanding its capabilities and establishing itself as an integrated solution provider in Geospatial, Engineering, Automotive and IT sectors.

15. Human Capital Management

We attract highly skilled and educated people. As of March 31, 2024, our workforce was 967 in number.

At Ceinsys we value our people and the opportunity to engage them, we enhance their possibilities.

Employee Engagement and Experiences.

Employees are engaged due to consistently empowering, learning, and sharing knowledge and their experiences. The policies and process are to align them to meet their Goals and Objectives.

Organizational Training as per CMMI L5

The Company was reappraised during the financial year 202324 by External CMMI leads on the Company''s training and development of employees, leading to excellent best practices being followed. The Company''s annual Goals and KRAs

have mandated learning hours for each employee, strategic investment in the Company''s employees and its future. The skill development competency-wise was well appreciated by auditors on the skill Index.

Also, the self-directed learning culture encourages employees to learn at their own pace and in a learning environment of their preference. The Company have mandated certification and courses with leaders that guide and support them in their development and high usage of learning apps.

The Company''s knowledge Repository carries over 700 certifications and 16892 Manhours of training and courses completed in the last FY.

Inclusion & Diversity

The Company is committed to an Equal, Inclusive, and Diverse workforce. The Company has a Diversity and NonDiscrimination Policy that guides the Company''s engagement in management and hiring practices that promote diversity and inclusion. The Company''s passion for people with Disability Act of 2016 is successful without attrition in this category. Being an Equal Opportunity Employer gives the Company an edge over staffing.

Human Rights

The Company is committed to the protection and advancement of human rights. The Company''s main human rights—related focus areas are promoting good practice through our large and diverse supply chain and supporting a diverse and inclusive corporate culture.

16. Management Discussion and Analysis

In terms of the provisions of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management''s Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

17. Subsidiaries including Material Subsidiaries

The Company as on March 31,2024 has two direct wholly owned subsidiaries i.e. ADCC Infocom Private Limited and Allygrow Technologies Private Limited and 5 step down subsidiaries

i.e. Allygrow Technologies B.V, Technology Associates Inc., Allygram Systems and Technologies Private Limited, Allygrow Technologies, GmbH and Allygrow Technologies Ltd., UK out of which Allygrow Technologies Private Limited, Allygram Systems and Technologies Private Limited (JV Subsidiary Company) and Technology Associates Inc are Material Subsidiaries as per the thresholds laid down under the Listing Regulations and Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. During the financial year 2023-24, Hon''ble National Company Law Tribunal ("NCLT"), Bench at Mumbai vide its Order dated February 9, 2024 ("Order"), has approved Scheme of Amalgamation in the form of Merger by absorption of Allygrow Engineering Services Private Limited, the Transferor

Company (Step Down Wholly Owned Subsidiary Company of the Company) with Allygrow Technologies Private Limited, the Transferee (Wholly Owned Material Subsidiary Company of the Company). The Appointed Date of the Scheme is April 1, 2023. The Scheme came into effect on February 27,2024

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the Company''s subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Board''s Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated financial statements have been placed on the website of the Company at www.ceinsvs.com.

18. Corporate Governance

The Company has adopted best corporate governance practices. These are further consistently followed. The Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder''s value. The directors of the Company reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. A detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as separate section therein.

19. Audit reports and Auditors Audit reports

• The Auditors'' Report for FY 2023-24 provided by M/s Chaturvedi & Shah LLP, Chartered Accountants, Statutory Auditors of the Company on Standalone and Consolidated Financial Statements (''Financial Statements'') does not contain any qualification, reservation or adverse remark. The statements made by the Auditors in their report are self - explanatory and do not call for any further comments. The Auditor''s Report is enclosed as separate section with the financial statements in this Annual Report.

• Statutory Auditors have also provided their independent report on effectiveness of Internal Financial Controls over Financial Reporting which does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed as separate section with the financial statements in this Annual Report.

• The Company''s Internal Audit is being conducted by Independent Auditors on quarterly basis and they

furnish their quarterly report on their observations to Audit Committee for review.

• The Secretarial Auditors'' Report for FY 2023-24 does not contain any qualification, reservation, or adverse remark. The statements made by the Secretarial Auditor in his report are self - explanatory and do not call for any further comments. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board''s Report as Annexure-4, a Secretarial Audit Report given by the Secretarial Auditor.

• The Secretarial Auditors'' Report of Material Subsidiary i.e. Allygrow Technologies Private Limited and Allygram Systems and Technologies Private Limited for FY 2023-24 are available on the website of the Company www.ceinsys.com and is also annexed to this Board''s Report as an Annexure-4.

• The Secretarial Auditor''s certificate on the

implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

• As required under Listing Regulations the Practicing

Company Secretary''s Certificate on Corporate Governance and non-disqualification of directors

including KYC requirement is appended as Annexure-8. The appended certificate does not contain any qualification, reservation or adverse remarks.

Auditors

• Statutory Auditors

M/s Chaturvedi & Shah LLP, Chartered Accountants

(FRN: 101720W/W100355), was appointed as Statutory Auditors for a term of 5 consecutive years at the 20^th Annual General Meeting (AGM) held on September 29, 2018 till conclusion the 25^th AGM of the Company held on September 16, 2023. The Board at its meeting held on July 7, 2023 approved re-appointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory Auditors of the Company for second term of 5 years to hold office from the conclusion of 25^th AGM till the conclusion of 30^th AGM to be held in FY 2028-29. M/s Chaturvedi & Shah LLP, Chartered Accountants has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company at the time of re-appointment.

• Internal Auditors

The Company has re-appointed M/s PriceWaterhouseCoopers Private Limited, as an Internal Auditors of the Company for a further term of one year i.e. for FY 2024-25 to conduct Internal Audit functions for the period from April 1, 2024 to March 31,2025.

• 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 Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board''s Report as Annexure-4, a Secretarial Audit Report given by him for financial year 2023-24.

20. Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

21. Segment Reporting

The Company''s operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the internal business reporting systems.

22. Board of Directors and its Meeting

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non- Executive and Independent Directors including Woman Director. The Chairman of the Board is a NonExecutive Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board met Six (6) times during the financial year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

23. Investor Education and Protection Fund (IEPF)

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

24. Directors'' Responsibility Statement

The Standalone and Consolidated financial statements for the financial year ended March 31,2024 are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical

cost convention on accrual basis, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or the revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

II. They have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

III. 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;

IV. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Internal Financial Controls with Reference to Financial Statements

The Company has internal financial control systems to commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant

board committees, including the audit and management committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24. For more details, refer to the ''Internal control systems and their adequacy'' section in the Management''s discussion and analysis, which forms part of this Annual Report.

26. Declaration of Independence by Independent Director

Independent Directors of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions the Companies Act, 2013 and SEBI Listing Regulations.

The evaluation parameters and the process have been explained in Corporate Governance Report.

28. Familiarization Program for Board Members

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. Periodic presentations are made on business and performance updates of the Company, business strategy and risks involved. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements, if any.

29. Policy on Directors Appointment, Remuneration and other details

The Nomination and Remuneration Committee (''NRC'') has adopted the policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management and the same is available on the website of the company at https://www.ceinsvs.com/investors/Policies. This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (''the Regulations'') and Section 178 and other applicable provisions of the Companies Act, 2013.

The details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure-3 of the Boards'' Report.

30. Change in the position of Directors, Key Managerial Personnel (KMPs) and Senior Management

The following appointments, re-appointments and resignations were made during the year and till the date of this report:

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on March 26, 2023 re-appointed Dr. Abhay Kimmatkar (DIN: 01984134) as Managing Director of the Company for a period of three (3) years with effect from April 1, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on May 25, 2023 re-appointed Mr. Rahul Joharapurkar (DIN:08768899) as Joint Managing Director of the Company for a period of three (3) years with effect from June 25, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023. Further, Mr. Rahul Joharapurkar resigned from the post of Joint Managing Director of the Company with effect from March 30, 2024 and was re-designated as Chief Operating Officer of the Company.

• Mrs. Renu Challu (DIN: 00157204), tendered her resignation from the post of Non-Executive Independent Director of the Company with effect from January 2, 2024.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on February 13, 2024 appointed Mrs. Maya Swaminathan Sinha (DIN:03056226) as an Additional Director under the category of Non-Executive Independent Director of the Company with effect from February 13, 2024. The appointment was regularised by the shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024 by passing Special Resolution.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on March 30, 2024 appointed Mr. Kaushik Khona (DIN:00026597) as an Additional Director and as Managing Director, India Operations of the Company for a period of three (3) years with effect from March 30, 2024, subject to approval by Shareholders of the Company. The same was subsequently regularised and approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on March 30, 2024 approved continuation of appointment of Mr. Sagar Meghe (DIN: 00127487) as Non-Executive and Non-Independent Director of the Company pursuant to Regulation 17(1 D) Listing Regulations, which was subsequently approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024.

• Mr. Sudhir Gupta tendered his Resignation from the post of Chief Financial Officer(CFO) of the Company with effect from May 3, 2023 and CA Amita Saxena was appointed as Chief Financial Officer (CFO) of the Company in his place with effect from May 3, 2023. Further, CA Amita Saxena resigned from the post of Chief Financial Officer of the Company with effect from July 10, 2024.

• Mr. Samir Sabharwal was appointed as a Joint Chief Financial Officer of the Company with effect from May 27, 2024 who was re-designated as Chief Financial Officer of the Company with effect from August 12, 2024.

31. Committees of the Board

As on March 31, 2024, the Board has five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship & Grievances Committee

v. Management Committee

The details of the powers, functions, composition and meetings of the Committees of the Board held during the financial year 2023-24 are given in the Report on Corporate Governance section forming part of this Annual Report.

32. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are given separately as Annexure-7 to the Board''s Report.

33. Corporate Social Responsibility

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. Your Company believes in positive relationships

that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to the Company''s activities. Your Company has adopted a detailed policy on Corporate Social Responsibility which was further amended on March 31, 2024. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company including the annual report on the Company''s CSR activities are set out in Annexure-5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. Secretarial Standards

The Company duly complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

35. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013 and rules framed thereunder read with Regulation 22 of Listing Regulations, your Company has established a ''Vigil Mechanism Policy'' and it provides a channel to the employees to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide a direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure-6 of this Board Report.

36. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading in securities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on December 31, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from April 1, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are given in Annexure-6 of this Board''s Report.

37. Code of Conduct

The Directors, KMP''s and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31,2024. The details of the Code of Conduct for Directors, KMP''s and Senior Management are given in Annexure-6 of this Board''s Report.

The Annual Report of the Company contains a certificate by Mr. Prashant Kamat, Whole Time Director, Vice Chairman and CEO of the Company, on compliance declaration received from the Members of the Board, KMP''s and Senior Management as an Annexure-9.

38. Legal, Governance and Brand Protection

The Company continues to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions.

39. Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

40. Disclosure Requirements

As per Listing regulations, Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis Report are attached herewith and forms part of this Report.

The Company has devised a proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

41. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

42. Credit Rating Obtained

During the year under review the Company had obtained the Credit rating from CARE Ratings Limited for the loans and credit facilities from Banks. The details of Ratings are provided in Corporate Governance Report forming part of this Annual Report.

43. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention

of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The details of the policy are given in Annexure-6 of this Board''s Report.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its Registration. The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provided in Corporate Governance Report of this Annual Report.

44. Green Initiatives

Electronic copies of Annual Report 2023-24 and the Notice of 26^th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/ depository participant. Physical copies of Annual Report will be sent to only to those members who request the Company for the same once dispatch of Annual Report and Notice of AGM through electronic means is completed.

45. Board Diversity

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. A brief profile of the Directors are available on the website of the Company at www.ceinsys.com.

46. Proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

47. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with this Annual Report as an Annexure-10.

48. Acknowledgement

Your directors place on record their appreciation to the Government, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future as well. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your directors express their deep sense of appreciation for all the members of the Ceinsys family whose commitment, co-operation, active participation, dedicated efforts,

consistent contribution and professionalism at all levels has made the organization''s growth possible. Your Board is thankful to you for the support and trust reposed in them and the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Prashant Kamat Kaushik Khona

(Vice Chairman and CEO ) (Managing Director, India Operations)

Place: Sydney Place: Nagpur

Date: August 12, 2024

---

Mar 31, 2023

Your Board of directors have pleasure in submiffing 25^th (Twenty-Fifth) Board''s Report on the business and operations of your Company for the financial year ended March 31, 2023.

Results of Your Company''s operations and Company''s Performance

Particulars

I. Revenue from Operations

II. Other Income

III. Total income (I II)

IV. Expenses Operating Expenses Employee Benefits Expenses Finance Costs

Depreciation and Amortisation Expenses Admin & Other Expenses Total Expenses (IV)

V. Profit/(Loss) Before Exceptional Items and Tax (III-IV)

VI. Exceptional item

VII. Profit/(Loss) before tax (V VI)

VIII. Tax expenses

IX. Profit/(Loss) for the period/year after tax (VII VIII)

X. Total Other Comprehensive Income

XI. Total Comprehensive Income for the year (IX X)

XII. Paid-up Equity Share Capital (Face value of Rs. 10/-each)

XIII. Earnings Per Equity Share of Rs.10/- each:

Standalone		Consolidated
For the year ended March 31		For the year ended March 31
2023	2022	2023	2022
116,704.41	19,619.55	21,949.81	20,288.64
106.49	131.03	239.89	167.68
16,810.90	19,750.58	22,189.70	20,456.32
6,891.50	11,912.84	6,885.83	11,912.84
5,374.01	3,215.74	8,211.51	3,620.90
835.42	922.63	844.40	922.95
287.31	291.11	449.76	302.53
2,544.38	2,294.37	3,680.62	2,535.42
15,932.62	18,636.69	20,072.12	19,294.64
878.28	1,113.89	2,117.58	1,161.68
-	-	773.26	186.08
878.28	1,113.89	2890.84	1347.76
-242.27	-346.89	197.88	-395.85
636.01	767.00	3088.72	951.91
1.45	-24.09	192.17	-27.58
637.46	742.91	3280.89	924.33
1,543.14	1,543.14	1,543.14	1,543.14
4.12	6.55	20.02	8.12

Standalone		Consolidated
For the year ended March 31		For the year ended March 31
2023	2022	2023	2022
1,543.14	1,543.14	1,543.14	1,543.14
15,714.87	14,430.89	18,287.07	14,743.07
-	-	-	795.74
17,258.01	15,974.03	19,830.21	17,081.95
89.56	39.86	234.98	183.09
10,449.14	11,977.39	11,223.71	12,608.25
10,538.70	12,017.25	11,458.69	12,791.34
27,796.71	27,991.28	31,288.90	29,873.29
1,638.76	2,098.44	1,990.37	2,400.68
21.46	55.39	2,017.75	2,083.00
8,814.02	7,074.40	5,224.13	3,393.21
17,322.47	18,763.05	22,056.65	21,996.40
27,796.71	27,991.28	31,288.90	29,873.29

Financial Position

Particulars

Equity

Equity Share Capital Other Equity Non-controlling Interest Total Equity

Non-Current Liabilities Current Liabilities Total Liabilities

Equity Liabilities

Property, Plant and Equipment

Intangible Assets

Other Non-Current Assets

Current Assets

Total Assets

1. Financial Performance Revenue - Standalone

On a standalone basis in financial year 2022-23, our Revenue from operations has shown a decrease of 14.86% which resulted decrease of Revenue to Rs. 16,704.41 lakhs in FY 2022-23 as compared to previous FY 2021-22 which was Rs. 19,619.55.

Revenue - Consolidated

On consolidated basis in financial year 2022-23, our Revenue from operations has shown an increase of 8.19% which resulted increase of Revenue to Rs. 21,949.81 Lakhs in FY 2022-23 as compared to financial year 2021-22 which was Rs. 20,288.64.

Profits - Standalone

On a standalone basis in financial year 2022-23, the profit before tax and exceptional items has shown a decrease of 21.15% in current FY 202223 and stood at Rs. 878.28 Lakhs and Profit after exceptional items and tax stood at Rs. 636.01 lakhs. Whereas, in FY 2021-22 the profit before tax and exceptional items stood at Rs. 1,113.89 Lakhs and Profit after exceptional items and tax at Rs. 767.00 lakhs.

Profits - Consolidated

On consolidated basis in financial year 2022-23, the profit before tax and exceptional items has shown an increase of 114.49% and stood at Rs. 2,890.84 lakhs in FY 2022-23. Profit after exceptional items and tax is Rs 3,088.72 lakhs in FY 2022-23. Whereas, in FY 2021-22 the profit before tax and exceptional items stood at Rs. 1,347.76 Lakhs and Profit after exceptional items and tax at Rs. 951.91 lakhs.

EPS- Standalone

On Standalone basis, basic earnings per share decreased to Rs. 4.12 for financial year 2022-23 as compared to basic earnings per share of Rs. 6.55 for last financial year 2021-22.

EPS- Consolidated

On Consolidated basis, basic earnings per share increased to Rs.20.02 for financial year 2022-23 as compared to basic earnings per share of Rs. 8.12 for last financial year 2021-22.

2. Dividend

Your directors have recommended a final dividend of Rs. 2.00 per Equity share for financial 2022-23 aggregating to Rs.308.63 Lakhs subject to approval of Shareholders at the ensuing 25^th Annual General Meeting of the Company to be held on September 16, 2023.

3. Share Capital Equity Shares

The Authorised Share Capital of the company as on March 31,2023 was increased from ? 20,00,00,000/-(Rupees Twenty Crores) to ? 30,00,00,000/-(Rupees Thirty Crores) comprising of 3,00,00,000 (Three crore) equity shares of ? 10/- each.

The Paid-up Share Capital of the Company as on March 31, 2023 was ? 15,43,13,970/-comprising of 1,54,31,397 equity shares of ? 10/- each. There was no change in the Share Capital during the year under review.

Employee Stock Options

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has issued and granted Employee Stock Options under Ceinsys Employee Stock Option Scheme 2022 - Plan 1 and Ceinsys Employee Stock Option Scheme 2022 - Plan 2 to the eligible employees during the year on June 17, 2022. The aforementioned schemes are in compliance with the terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”). Moreover, no material changes have been made to the schemes. The Company has obtained certificate from the Secretarial Auditor of the Company stating that the aforementioned schemes have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate will be made available on request by members at the AGM. The details that are required to be disclosed under SBEB Regulations can be accessed at https://www.ceinsvs.com/investor/ .

4. Transfer to Reserves

Your Company has not transferred any amount to the general reserve account during the reporting period.

5. Capital Expenditure on Assets

During financial year 2022-23 the company incurred capital expenditure of Rs. 219.03 Lakhs as compared Rs. 189.15 Lakhs in the last financial year 2021-22.

6. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website https://www.ceinsys.com/investor/ .

7. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

8. Public Deposits

Your Company has not accepted deposits within the meaning of the provision of Chapter V of the Companies Act, 2013 read with the relevant Rules.

9. Maintenance of Cost Records

Your company is not required to maintain cost records under subsection (1) of section 148 of the Companies Act, 2013.

10. Particulars of Contracts or Arrangements made with Related Parties

All contracts/ arrangements/transactions entered by the Company during the financial year with the related party were in its ordinary course of business except for Sale of Solar Roof top plant, however all contracts/ arrangements/transactions entered by the Company during the financial year with the related party were at arm''s length basis. Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Standalone Financial Statements under Note No. 38 which forms part of the Annual Report.

As per the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted Policy on Related Party Transactions; details of the same are provided in Annexure-6 to the Board''s Report.

During the reporting year, the Company has not entered into a contract/ arrangement/ transaction on arm''s length basis which is considered material in accordance with the definition of ma teriality as included in the Company''s Related Party Transaction Policy read with Regulation 23 of SEBI (LODR) Regulations, 2015 as amended from time to time. However, there was related party transaction among Allygrow Technologies Private Limited (Wholly Owned Subsidiary), Allygram Systems and Technologies Private Limited (Step down subsidiary and Grammer AG and group entities of Grammer AG amounting to Rs. 3500 Lakhs which was considered material related party transaction. The Company has taken approval of Shareholders for entering into the said material related party transaction.

All related party transactions were made at arms'' length basis and have no potential conflict with the interest of the Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is appended as Annexure-2 to this Board''s Report.

11. Material Events occurred after Balance Sheet date:

No material event except as mentioned below has occurred after the Balance Sheet date to be reported:

¦ The Shareholders on June 29, 2023 through postal ballot process approved, material related party transaction amongst Allygrow Technologies Private Limited (Wholly Owned

Subsidiary), Allygram Systems and Technologies Private Limited (Step down subsidiary and Grammer AG and group entities of GrammerAG amounting to Rs. 5,500 Lakhs.

¦ The Shareholders on June 29, 2023 through postal ballot process approved re-appointment of Dr. Abhay Kimmatkar (DIN: 01984134) as Managing Director of the Company with effect from April 1, 2023.

¦ The Shareholders on June 29, 2023 through postal ballot process approved re-appointment of Mr. Rahul Joharapurkar (DIN:08768899) as Joint Managing Director of the Company with effect from June 25, 2023.

¦ The Board at its meeting held on July 7, 2023 approved the reappointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory Auditors of the Company for second term of 5 years to hold office from conclusion of 25th Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder for re-appointment is sought by Ordinary Resoluffon in the ensuing 25th AGM of the Company.

¦ The Board at its meeting held on July 7, 2023 approved sale of Windmill located at Satara, Maharashtra along with its Land where such windmill is located to Datta Meghe Institute of Higher Educaffon and Research-Jawaharlal Nehru Medical College, a unit of Datta Meghe Institute of Higher Education and Research.

¦ The Board of Directors at its meeting held on August 11, 2023 have considered the proposal for merger of Allygrow Technologies Private Limited, Wholly Owned Subsidiary, with Ceinsys Tech Limited and has provided its in-principle approval to proceed with the same, subject to the approval of the Shareholders, NCLT, Regional Director and all other necessary regulatory approvals as may be required in this regard.

12. Board Policies

The details of the policies approved and adopted by the board as required under Companies Act, 2013 and SEBI regulations are provided in Annexure-6 to the Board''s Report.

13. Risk Management

Your Company has sound systems to manage the risks. Management of Risk is an integral and important component of Corporate Governance. This robust Risk Management system ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business.

Your Company''s overall Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company''s competitive advantage. This risk management system thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Management Discussion & Analysis Report contains detailed information on the risk management process of the Company.

14. Business Description and State of Company''s Affairs

Ceinsys specializes in a diverse range of services such as Geospatial, Engineering, Mobility Solutions, Machine Learning (ML) based manufacturing engineering solutions and Artificial Intelligence (AI) solutions to a wide range of customers across various industries.

The Company brings together deep domain expertise, strong financials, and a skilled resource base to deliver high end solutions. Also, with Allygrow Technologies Private Limited on board, Ceinsys is now pursuing “GLOCAL - Global Reach and Local Delivery model" which facilitates a unique business model of “High End Engineering combined with Operational Flexibility and Commercial Competitiveness" under a single umbrella. This would help establishing new customer engagements and building longterm strategic relationships.

Ceinsys Tech Limited''s overall portfolio now spans across a varied industries and domains, summarized below:

Geospatial Services:

¦ Web GIS Integrated offerings providing end-to-end solutions in the Utilities, Municipal, ULBS, and Agriculture domains and solutions for Data Acquisition and Processing, Navigation and HD Mapping, Photogrammetry

¦ Engineering solutions typically comprising consulting services for Water, Sewage, Roads, Transportation, Infra and Construction, Project Management Consultancy (PMC) and Third-Party Inspection (TPI).

¦ New-age technology solutions like Lidar Data Capturing and Processing, UAV Data capturing and processing, Laser Scanning and 3D Modelling, Point cloud extraction, Photogrammetry Solutions, Digital Twin Engineering, and AI/ML-based solutions.

¦ Product engineering - Concept generation, Feasibility Studies, Packaging & integration, Detail Engineering, Virtual Validation and Engineering Change Management

¦ Manufacturing engineering - Consulting, Plant design and optimization, Tool design, Simulation and Robotics Automation

¦ Advanced technologies - IoT and IIOT for Industry 4.0, AI / ML based computer vision solutions and paperless factory solutions

A “One Stop Integrated Solution" approach adopted by the Company for delivering the above services, has enabled it to differentiate itself from other players and helped achieve a competitive edge in this fast-changing market. Furthermore, the Company''s philosophy of “Enhancing Possibilities" will help deliver value added solutions, to a variety of new customers and establish your Company as truly global player.

On the aspect of strengthening the internal process, your Company continues to audit, fine-tune, standardize, streamline, and develop processes that enables it to manage / enhance itsorganizational structure, practices, policies, infrastructure and partner/customer engagements in line with its business objectives.

15. Disclosure Requirements

As per SEBI Listing regulations, Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis Report are attached herewith and forms

part of this Report.

The Company has devised a proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

16. Human Capital Management

We attract highly skilled and educated people. As of March 31, 2023, our workforce is 967 in number.

At Ceinsys we value our people and the opportunity to engage them, we enhance their possibilities.

Value of Employee Engagement:

We value our people and take various actions for employee engagement.

Organizational Training as per CMMI L5

We view professional development as a corporate responsibility — a strategic investment in our employees and the Company''s future. The professional Development benefits component helps the employees to enhance their potential.

Our self-directed learning culture encourages employees to learn at their own pace and in a learning environment of their preference. Mandated certification and courses with leaders that guide and support them in their development and high usage of learning apps.

Our repository carries more than 200 certifications and 6000 Manhours of training and courses completed in the last 6 months Oct to March 2023.

Inclusion & Diversity

We are committed to an Equality, Inclusive and Diverse workforce. Ceinsys Tech has a Diversity and Non-Discrimination Policy that guides our engagement in management and hiring practices that promote diversity and inclusion.

Human Rights

We are committed to the protection and advancement of human rights. Our main human rights-related focus areas are promoting good practice through our large and diverse supply chain and supporting a diverse and inclusive corporate culture.

17. Management Discussion and Analysis

In terms of the provisions of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management''s Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

18. Subsidiaries including Material Subsidiaries

We, along with our subsidiaries, provide consulting, technology, outsourcing and next-generation digital services. The Company as a part of its strategic growth plan acquired Allygrow Technologies Private Limited along with subsidiaries by way of its strategic investment in two tranches which was completed on August 2, 2022. Allygrow Technologies Private Limited is a technology-driven core engineering services company led by passionate technocrats who hold decades of rich experience in building successful strategic partnerships in the engineering services space. The company was incorporated on July 6, 2015 with its headquarters in Pune, India. Over the last 7 years, the

company has built its core competencies both organically as well as inorganically in the Automotive engineering services space and has a presence in US, Europe, and India and specializes in Product design and Robotics automation (Manufacturing Engineering) services.

The Company as on March 31, 2023, has two direct wholly owned subsidiaries i.e. ADCC Infocom Private Limited and Allygrow Technologies Private Limited, 6 step down subsidiaries and i.e. Allygrow Technologies B.V, Technology Associates Inc. USA, Allygrow Engineering Services Pvt Ltd, Allygram Systems and Technologies Pvt Ltd, Allygrow Technologies, GmbH and Allygrow Technologies Ltd., UK out of which Allygrow Technologies Private Limited, Technology Associates Inc. USA Allygram Systems and Technologies Private Limited (JV Subsidiary Company) are Material Subsidiaries as per the thresholds laid down under the Listing Regulations and Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of your company''s subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Board''s Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiary are available on our website, www.ceinsys.com.

19. Corporate Governance

Your Company has adopted best corporate governance practices. These are further consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. A detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as separate section therein.

20. Audit reports and Auditors Audit reports

• The Auditors'' Report for FY 2022-23 provided by Statutory Auditors on Standalone and Consolidated Financial Statements (''Financial Statements'') does not contain any qualification, reservation or adverse remark. The statements made by the Auditors in their report are self - explanatory and do not call for any further comments. The Auditor''s Report is enclosed as separate section with the financial statements in this Annual Report.

• Statutory Auditors have also provided their independent report on effectiveness of Internal Financial Controls over Financial Reporting which does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed as separate section with the financial statements in this Annual Report.

• The Company''s Internal Audit is being conducted by Independent Auditors on quarterly basis and they furnish their quarterly report on their observations to Audit Committee for

review.

• The Secretarial Auditors'' Report for FY 2022-23 does not contain any qualification, reservation, or adverse remark. The statements made by the Secretarial Auditors in his report are self - explanatory and do not call for any further comments. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board''s Report as Annexure-4, a Secretarial Audit Report given by the Secretarial Auditor.

• The Secretarial Auditors'' Report of Material Subsidiary i.e. Allygrow Technologies Private Limited and Allygram Systems and Technologies Private Limited for FY 2022-23 are available on the website of the Companvwww.ceinsvs.com .

• The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

• As required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Practicing Company Secretary''s Certificate on Corporate Governance and nondisqualification of directors including KYC requirement is appended as Annexure-8. The appended certificate does not contain any qualification, reservation or adverse remarks.

Auditors

• StatutoryAuditors

M/s Chaturvedi & Shah LLP, Chartered Accountants (FRN: 101720W/W100355), was appointed as Statutory Auditors for a term of 5 consecutive years at the 20th Annual General Meeting (AGM) held on September 29, 2018 till conclusion of 25th AGM to be held in FY 2022-23. The Board at its meeting held on July 7, 2023 approved re-appointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) as Statutory Auditors of the Company for second term of 5 years to hold office from conclusion of 25th Annual General Meeting (AGM) till the conclusion of 30th AGM. The approval of Shareholder for re-appointment will be sought by Ordinary Resolution in the ensuing 25th AGM of the Company. M/s Chaturvedi & Shah LLP, Chartered Accountants has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company at the time of re-appointment.

• Internal Auditors

During the year, M/s V. K. Surana & Co. (FRN: 110634W) tendered their resignation as an Internal Auditors of the Company due pre-occupations and other commitments with effect from August 2, 2022. Your Company has appointed M/s PriceWaterhouseCoopers Private Limited, as an Internal Auditors of the Company in place of M/s V. K. Surana & Co. for a term of 2 consecutive years (i.e., 2022-2023 to 20232024) with effect from August 13, 2022 .

• Secretarial Auditors

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 Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board''s Report as Annexure-4, a Secretarial Audit Report given by him for financial year 2022-23.

21. Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

22. Segment Reporting

Your Company''s operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the internal business reporting systems.

23. Board of Directors and its Meeting

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non- Executive and Independent Directors including Woman Director. The Chairman of the Board is a Non-Executive Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board met Eight (8) times during the financial year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

24. Investor Education and Protection Fund (IEPF)

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

25. Directors'' Responsibility Statement

The Standalone and Consolidated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or the revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

II. They have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

III. 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;

IV. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Internal Financial Controls with Reference to Financial Statements

Your Company has internal financial control systems to commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit and management committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23. For more details, refer to the ''Internal control systems and their adequacy'' section in the Management''s discussion and analysis, which forms part of this Annual Report.

27. Declaration of I ndependence by Independent Director

Independent Directors of your Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions the Companies Act, 2013 and SEBI Listing Regulations.

The evaluation parameters and the process have been explained in Corporate Governance Report.

29. Familiarization Program for Board Members

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. Periodic presentations are made on business and performance updates of the Company, business strategy and risks involved. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements, if any.

30. Policy on Directors Appointment, Remuneration and other details

The Nomination and Remuneration Committee (''NRC'') has adopted the policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management and the same is available on the website of the company at https://www.ceinsvs.com/investors/Policies. This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (''the Regulations'') and Section 178 and other applicable provisions of the Companies Act, 2013.

The details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure-3 of the Boards'' Report.

31. Change in the position of Directors and Key Managerial Personnel

The following appointments, re-appointments and resignations were made during the year and till the date of this report:

• The Shareholders on May 16, 2022 through postal ballot process approved appointment of Mr. Prashant Kamat (DIN: 07212749) as Director of the Company and also approved his appointment as the Whole Time Director and Chief Executive Officer (CEO) with nomenclature as the Vice Chairman and CEO of the Company for the period from February 17, 2022 to February 16, 2025;

• Resignation of Mr. Rajesh Joshi from the post of Deputy Chief Financial Officer of the Company with effect from June 1, 2022 and Mr. Sudhir Gupta was appointed in his place as Deputy Chief Financial Officer of the Company with effect from June 1, 2022.

• Re-appointment of Mr. Dhruv Kaji and Dr. Satish Wate as NonExecutive Independent Directors of the Company for second term of 5 consecutive year with effect from July 14, 2022 to July 13, 2027, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting (AGM) of the Company held on September 30, 2022. Approval as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has been sought for re-appointment of Mr. Dhruv Kaji as Non-Executive Independent Director of the Company at the 24th AGM of the Company held on September 30, 2022.

• Re-appointment of Mrs. Renu Challu as Non-Executive Independent Director of the Company for second term of 5 consecutive year with effect from August 31, 2022 to August 30, 2027, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting of the Company held on September 30, 2022. Approval as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015 has also been sought for re-appointment of Ms. Renu Challu as Non-Executive Independent Director of the Company at the 24 th AGM.

• Re-appointment of Mr. Kishore Dewani as Non-Executive Independent Director of the Company for second term of 5 consecutive years with effect from January 15, 2023 to January 14, 2028, which was approved by Shareholders through Special Resolution at the 24th Annual General Meeting of the Company held on September 30, 2022.

• Mr. Krishnan Rathnam tendered his resignation as the Chief Financial Officer of the Company with effect from October 1, 2022 and Mr. Sudhir Gupta holding the position of Deputy

Chief Financial Officer, was re-designated as Chief Financial Officer of the Company with effect from August 13, 2022.

• The Board on the recommendaffon of Nominaffon and Remuneraffon Committee at its meeting held on March 26, 2023 re-appointed Dr. Abhay Kimmatkar as Managing Director of the Company for a period of three (3) years with effect from April 1, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on May 25, 2023 re-appointed Mr. Rahul Joharapurkar as Joint Managing Director of the Company for a period of three (3) years with effect from June 25, 2023, which was subsequently approved by Shareholders through postal ballot process on June 29, 2023.

• Mr. Sudhir Gupta tendered his resignation from the post of Chief Financial Officer(CFO) of the Company with effect from May 3, 2023 and CA Amita Saxena was appointed as Chief Financial Officer (CFO) of the Company in his place with effect from May 3, 2023.

32. Committees of the Board

As on March 31, 2023, the Board has five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship & Investor Grievances Committee

v. Management Committee

The details of the powers, functions, composition and meetings of the Committees of the Board held during the financial year 202223 are given in the Report on Corporate Governance section forming part of this Annual Report.

33. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are given separately as Annexure-7 to the Board''s Report.

34. Corporate Social Responsibility

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. Your Company believes in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to the Company''s activities. Your Company has adopted a detailed policy on Corporate Social Responsibility which was further amended on March 31, 2022, The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company including the annual report on the Company''s CSR activities are set out in Annexure-5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

35. Secretarial Standards

The Company duly complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

36. Listing on stock exchange

The Company''s shares are listed on BSE Limited.

37. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013 and rules framed thereunder, your Company has established a ''Vigil Mechanism Policy'' and it provides a channel to the employees to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide a direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure-6 of this Board Report.

38. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading in securities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on December 31, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from April 1, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are given in Annexure-6 of this Board''s Report.

39. Code of Conduct

The Directors, KMP''s and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2023. The details of the Code of Conduct for Directors, KMP''s and Senior Management are given in Annexure-6 of this Board''s Report.

The Annual Report of the Company contains a certificate by the Vice Chairman and CEO, on compliance declaration received from the Members of the Board, KMP''s and Senior Management as Annexure-9.

40. Legal, Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions.

41. Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

42. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

43. Credit Rating Obtained

During the year the Company did the Credit rating from CARE Ratings Limited for the loans and credit facilities from Banks. The details of Ratings are provided in Corporate Governance Report forming part of this Annual Report.

44. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The details of the policy are given in Annexure-6 of this Board''s Report.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its Registration. During the year, the Company has not received any complaints of sexual harassment. The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provided in Corporate Governance Report of this Annual Report.

45. Green Initiatives

Electronic copies of Annual Report 2022-23 and the Notice of 25th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/ depository participant. Physical copies of Annual Report will be sent to only to those members who request the Company for the same once dispatch of Annual Report and Notice of AGM through electronic means is completed.

46. Board Diversity

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. A brief profile of the Directors are available on the website of the Company atwww.ceinsys.com.

47. Proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

48. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with this Annual Report as an Annexure-10.

49. Acknowledgement

Your directors place on record their appreciation to the Government, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future as well. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your directors express their deep sense of appreciation for all the members of the Ceinsys family whose commitment, co-operation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organization''s growth possible. Your Board is thankful to you for the support and trust reposed in them and the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Prashant Kamat Dr. Abhay Kimmatkar

(Vice Chairman and CEO) (Managing Director)

Place: Mumbai Date: August 11, 2023

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in submitting their Twentieth (20th) Board’s Report on the business and operations of the Company for the financial year ended March 31, 2018. The Standalone & Consolidated performance of the Company has been referred wherever required.

Results of Company’s Operations and Performance (Rs. in Lakhs, except Per Share Data)

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	2018	2017	2018	2017
Revenue from Operations	13625.70	13613.04	14069.69	14394.76
Cost of Sales	7281.25	8118.07	7487.90	8370.57
Gross Profit	6344.45	5494.97	6581.79	6024.19
Operating expenses
General and administration expenses	4506.02	3832.76	4599.18	3915.90
Finance Cost	1451.74	1394.15	1510.92	1427.12
Total Operating expenses	5957.76	5226.91	6110.10	5343.02
Operating profit	386.69	268.06	471.69	681.17
Other income	231.71	192.32	264.45	182.13
Depreciation and Amortization	412.30	356.93	419.07	363.65
Profit Before non-controlling interest/
share in net loss of associate	206.10	103.45	317.07	499.65
Exceptional Items	(54.04)	-	193.47	120.17
Profit before tax	152.06	103.45	510.54	619.82
Tax expense	(11.14)	(89.42)	(58.05)	(62.37)
Profit after tax	140.92	14.03	452.49	557.45
Non-controlling interest
Profit for the year	140.92	14.03	452.49	557.45
Other comprehensive income/Expenses
Items not to be reclassified subsequently
to profit or loss	22.69	(4.81)	22.69	(4.81)
Items to be reclassified subsequently to
profit or loss	-	-	15.16	9.47
Total other comprehensive income, net of tax	22.69	(4.81)	37.85	4.66
Total comprehensive income for the year	163.61	9.22	490.34	562.11
Earnings per share (EPS)
Basic	1.35	0.14	4.32	5.57
Diluted	1.34	0.14	4.31	5.53

Note: During the financial year ended March 31, 2018 the Company has sold its entire stake in three subsidiaries (viz. AI Instruments Private Limited, ADCC Tech Limited and ADCC International East Africa Limited.), During the previous financial year ended March 31, 2017 the Company has sold its entire stake in its subsidiary (ADCC Academy Private Limited). The gain/loss of sale of subsidiaries have been disclosed under exceptional items

Financial Position

(Rs. in Lakhs, except Per Share Data)

Particulars	Standalone		Consolidated
	For the year ended March 31,		For the year ended March 31,
	2018	2017	2018	2017
Equity
Equity Share Capital	1109.04	913.82	1109.04	913.82
Other Equity	5498.61	3971.56	6078.67	4240.03
Total Equity	6607.65	4885.38	7187.71	5153.85
Non-Current Liabilities	826.36	987.55	826.35	987.55
Current Liabilities	14957.26	12258.46	15055.00	13289.98
Total Liabilities	15783.62	13246.01	15881.35	14277.53
Equity Liabilities	22391.27	18131.39	23069.06	19431.38
Property, Plant and Equipment	2555.85	2598.34	2558.67	2621.01
Intangible Assets	175.34	205.78	175.34	205.78
Other Non-Current Assets	993.59	924.39	1156.90	981.04
Current Assets	18666.49	14402.88	19178.15	15623.55
Total Assets	22391.27	18131.39	23069.06	19431.38

Notes:

1. The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS).

2. These are company’s first financial statement prepared in accordance with IND AS.

3. IND AS permits a first time adopter to elect to continue with the carrying value for all its property, plant and equipment as recognized in the financial statements as at date of transition to IND AS, measured as per previous GAAP and use that as its deemed cost as at date of transition. This exemption can also be used for intangible assets covered by IND AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

1. Financial Performance Revenue - Standalone

On a standalone basis in fiscal 2018, our Revenue from operations has shown only a slight increase to Rs. 13,625.70 Lakhs from Rs. 13,613.04 Lakhs in the previous fiscal 2017 thereby registering a marginal growth of 0.1%. Certain service contracts in previous GAAP were recorded using the completed contract method, however the same are now recorded as per principles laid down under IND AS 18 i.e. percentage of completion method. Out of total revenue from operations, 84.53% came from Enterprise Geospatial and Engineering Services, 13.76% from Software products and 1.71% came from Power generation.

Revenue - Consolidated

On a consolidated basis in fiscal 2018, our Revenue from operations has declined to Rs. 14,069.69 Lakhs from Rs. 14,394.76 Lakhs in fiscal 2017, thereby registering a decrease of 2.26%. The decrease was due to diminution in the Geospatial business revenue from ADCC Infocom Pvt Ltd, our subsidiary company. Certain service contracts in previous GAAP were recorded using the completed contract method, however the same are now recorded as per principles laid down under IND AS 18 i.e. percentage of completion method. Out of total revenue from operations, 82.69% came from Enterprise Geospatial and Engineering Services, 15.65% from Software products and 1.66 % came from Power generation.

Profits - Standalone

The Profit before tax and exceptional items is Rs.206.10 Lakhs (1.48 % of revenue), as against Rs. 103.45 Lakhs (0.75 % of revenue) in previous year. Profit after exceptional items and tax is Rs. 140.92 Lakhs (1.02% of revenue) as against Rs.14.03 Lakhs (0.10 % of revenue) in previous year. The total comprehensive income for the fiscal 2018 amounts to Rs. 163.61 Lakhs(1.18% of revenue) as against Rs. 9.22 Lakhs (0.07% of revenue) in the Fiscal 2017. It can be observed that there is remarkable increase in profit ratio despite the nominal increase in the Revenue.

Profits - Consolidated

The Profit before tax and exceptional items is Rs. 317.07 Lakhs (2.21% of revenue), as against Rs. 499.65 Lakhs (3.43 % of revenue) in previous year. Profit after exceptional items and tax is Rs. 452.49 Lakhs (3.16% of revenue), as against Rs. 557.45 Lakhs (3.82% of revenue) in previous year. The total comprehensive income for the fiscal 2018 amounts to Rs. 490.34 Lakhs (3.42% of revenue) as against Rs. 562.11 Lakhs (3.86% of revenue) in the Fiscal 2017. Profit before tax and exceptional items decreased due to diminution in the Geospatial business revenue in subsidiary which use to provide higher margins.

EPS

Basic earnings per share increased to Rs.1.35/- for Fiscal 2018 as compared to previous Fiscal 2017 of Rs. 0.14/-. Diluted earnings per share increased to Rs.1.34/- for Fiscal 2018 as compared to previous Fiscal 2017 of Rs. 0.14/-.

Dividend

Your directors have recommended a final dividend of Rs.1.25 per share for Fiscal 2018 aggregating to Rs.1,38,63,050/- subject to approval of Shareholders at the ensuing Annual General Meeting ofthe Company to be held on 29th September , 2018.

The Payment of Dividend is Subjected to Approval of Shareholders at the ensuing Annual General Meeting.

Share Capital

Pursuant to the approval of shareholders through Postal Ballot on 4th August, 2017, the authorized share capital of the company increased from Rs 1000 Lakhs to Rs 2000 Lakhs in the Fiscal 2018 by creation of additional 100 Lakhs equity shares of Rs. 10/- each.

The Company has issued 38,395 shares under ADCC Employee stock option plan, 2014 on 29th March, 2018 to eligible employees. The Company has issued 9,13,825 bonus shares in the ratio of 1 bonus share for each 10 existing equity shares on 11th August, 2017 and accordingly adjusted Rs. 91. 38 Lakhs against Securities Premium Account. The Company has made preferential allotment of 10,00,000 Equity Shares at a premium of Rs. 160/per share having face value of Rs 10/- each at an issue price of Rs. 170/- per share on 15 November, 2017.

Transfer to Reserves

The Company has not transferred any amount to the general reserve account during the reporting period.

Capital Expenditure on tangible assets

In Fiscal 2018, on a standalone basis, we incurred capital expenditure of Rs 334.17 Lakhs as compared to previous Fiscal 2017 of Rs 289.37 Lakhs.

2. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 5 to Board’s report as per section 92(3) of Companies Act, 2013.

3. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the standalone financial statements provided in this Annual Report.

4. Public Deposits

In terms of the provision of Chapter V of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any Public deposit during the year under review.

5. Particulars of Contracts or Arrangements made with Related Parties

All contracts/ arrangements/transactions entered into by the Company during the financial year with the related party were in its ordinary course of business and on at arm’s length basis.

As per the provisions of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted Policy on Related Party Transactions, details of the same are provided in Annexure 8 to the Board’s report.

There were no material significant related party transactions made by the Company which could have potential conflict with the interest of the Company at Large. Particulars of contract or arrangements with related parties referred to in Section 188 (1) of Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to this Board’s report.

6. Material Events occurring after Balance Sheet date

The Board of Directors at their meeting held on May 28, 2018 and Shareholders through postal ballot & E-Voting approved the adoption of new set of Articles of Association of the Company; redesignation of Mr. Sagar Meghe from Whole Time Director with the Nomenclature of Chairman to Managing Director with the Nomenclature of Chairman and Managing Director of the company, Appointment of Dr. Hemant Thakare as Whole Time Director with the Nomenclature of Chief Operating Officer of the company, Appointment of CA Dinesh Kumar Singh as Whole Time Director with Nomenclature of Director-Finance and Chief Financial Officer ofthe company.

7. Board Policies

The details of the policies approved and adopted by the board are provided in Annexure 8 to the Board’s report.

8. Risk Management

Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management system ensure adequate controls and monitoring mechanisms for a smooth and efficient running ofthe business.

A risk-aware organization is better equipped to maximize the shareholder value. In the light of above, your Company at its Board meeting held on February 13, 2018 formed an IT and Risk Management Committee. The Company’s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and Magnitude of impact and determining a response strategy. The details pertaining to the composition, terms of reference, etc. of the IT and Risk Management Committee are given in the Report on Corporate Governance section forming part ofthis Annual Report.

9. Business Description

Ceinsys offers state-of-the-art Geospatial, Engineering & IT Solutions with a specific Business focus in Infrastructure, Government and Defence & Security segments. It brings together deep domain expertise, strong financials, skilled resource base and 20 years of experience in meeting a variety of customer needs in geospatial, engineering and IT services. Ceinsys offers value added services to companies requiring help in getting spatial information mapped and interpreted.

Ceinsys focuses on providing a high quality end-user experience, while streamlining the underlying workflows and improving efficiency. The present domain expertise includes GIS, Remote Sensing, Photogrammetry, Highway Engineering, Heritage Mapping, Electrical Solutions, Water and sewerage solutions, Engineering Design Services and enterprise level End to End Solutions using Web GIS. Our solutions have wide market segment addressability. Ceinsys also initiated and introduced LiDAR (Laser based technology) and Unmanned Aerial Surveys (UAS) for Highway asset Management (also called Road Asset Management System - RAMS). Ceinsys is very well positioned to address these large opportunities.

Strategy

In order to fulfil business objectives and to meet the demands of present and future, we have to have a proper roadmap in place. Your Company has developed a Strategic Management Plan which deals with challenges, opportunities, and new initiatives that would lead to growth for company and its Stakeholders. Your company conducts its strategic planning through a defined and structured mechanism and builds up an integrated platform in IT, Geospatial & Engineering Tech Solutions, which enables us to serve our clients to the best of requirements.

Last year we rebranded the corporate identity from ADCC to Ceinsys, your Company has taken a path of becoming a world class IT organization; to position itself as a holistic solution provider in Geospatial, Engineering and IT Space. By creating roadmap for next 5 years with respect to Market, Industry Trends along with Government spending in Infrastructure & Information Technology space it will scale up its capability in Infrastructure, Government and Defence & Security Solutioning.

Your company will signup Technology Partnerships for empowering itself in providing end to end solution offering as one stop shop and bring in the right talent to cater the business needs ofthe company.

Along with these mentioned initiatives, Ceinsys have also planned to audit, standardize, streamline & develop processes that would help Middle Management Team and in turn, the company, to holistically manage its organisation structure, processes, practices employees, customers & infrastructure in accordance with its business objectives. Ceinsys also look forward in implementing effective systems of Learning & Development, Employee Engagement & Performance Management System for its employees towards their contribution in the growth path.

10. Human Resource Development

Ceinsys Tech Limited considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company strives to provide a conducive and competitive work environment to help the employees excel and create new benchmarks of productivity, efficiency and customer delight.

The Human Resource agenda continues to support the business in achieving sustainable and responsible growth by building the right capabilities in the organisation. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline.

The company is known for having the best people practices for developing future leaders. The ability to attract the best talent, provides a competitive edge to the organisation. A series of programmes like maternity and paternity support, Career by Choice and location flexibility have helped in driving the Inclusion and Diversity agenda. The company continues to focus on driving inclusion through building leadership capability and recognising line managers who provide a simple, flexible and respectful work environment for their teams.

The Human Resource function of the Company achieved many milestones by strengthening its base through Capability Development Initiatives, Gender Diversity and Digitisation etc. The company drives sustainable growth by leveraging employee-potential through capability development initiatives in line with market expectations and by reducing cost and complexity in rehiring new talent. The company is focussed on building a high-performance culture with a growth mind-set, where employees are engaged and empowered to be the best they can be. Developing and strengthening capabilities of all employees in the company has remained an on-going priority.

The Company comprises a strong team of professionals, who are result oriented, committed and loyal. As on March 31, 2018, the Company had 418 employees on its rolls. Please refer a separate Report on Human Resource Management given in Management Discussion Analysis which form part ofthis Annual Report.

11. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is presented in a separate section forming part ofthis Annual Report.

12. Subsidiaries

As on 31, March 2018, The Company has no Associate Company, Operating Joint Venture and have only two Subsidiaries which are as follows:-

1. ADCC Infocom Private Limited;

2. ADCC Technology Zambia Limited

During the year, the Board of Directors (‘the Board’) reviewed the affairs of its subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board’s report.

The statement also provides details of the performance and financial position of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries will be available for inspection till the date of AGM during business hours at our registered office.

During the year, the company has sold the following companies:

1. A I Instruments Private Limited

2. ADCC International East Africa Limited

3. ADCC Tech Limited

13. Corporate Governance

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

14. Audit reports and Auditors Audit reports

- The Auditors’ report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statements in this Annual Report.

- CS Sushil Kawadkar is a Practising Company Secretary having FCS No: 5725 & CP No.: 5565

- The Secretarial Auditors’ Report for fiscal 2018 does not contain any qualification, reservation or adverse, but have some observation which forms part of report. The Board has replied on the observation and forms part of the same report. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board’s report as Annexure-4, a Secretarial Audit Report given by the Secretarial Auditor.

- As required under SEBI (Listing obligation and disclosure requirement) regulation, 2015, the Practicing Company Secretary’s Certificate on Corporate Governance is appended as Annexure-10. The appended report does not contain any qualification, reservation or adverse remarks.

Auditors

- Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) (‘Price Waterhouse’) was appointed as Statutory Auditor of the Company on 26th September, 2017 for a period of One (1) year who shall hold office until the conclusion of the ensuing Annual General Meeting (‘AGM’), of the Company. The Company has received Special Notice under Section 140 (4) of the Companies Act, 2013 for appointment of Chaturvedi & Shah, Chartered Accountants in place of retiring Auditor.

On the receipt of the Special Notice under Section 140 (4) of the Companies Act, 2013, the Board under the guidance of the Audit Committee initiated the process of selection of Chaturvedi & Shah, Chartered Accountants and had detailed interactions with them and assessed them against a defined eligibility and evaluation criteria.

The Board, at its meeting held on 4th September, 2018 considered the recommendations of the Audit Committee with respect to the appointment of Chaturvedi & Shah, Chartered Accountants as the statutory auditor. Based on due consideration, the Board recommends for your approval the appointment of Chaturvedi & Shah, Chartered Accountants as the statutory auditor of the Company.

Accordingly resolution has been proposed for appointment of Chaturvedi & Shah, Chartered Accountants as Statutory Auditor of the Company in terms of Section 139, 140(4), 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and Rules thereunder for a period of Five (5) years.

- Secretarial Auditors

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 Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit ofthe Company.

15. Reporting of Fraud by Auditors

During the year 2017-18, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees under section 143(12) ofthe Companies Act, 2013.

16. Segment Reporting

The Company’s operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the internal business reporting systems.

17. Board of Directors and its Meeting

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including Woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board met Eight (8) times during the financial year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part ofthis Annual Report.

18. Directors’ Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 1, 2017, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with the applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or the revision to an existing accounting standard requires a change in the Accounting policy hitherto in use.

Pursuant to Section 134(5) ofthe Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no Material departures;

II. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end ofthe financial year and ofthe profit ofthe Company for that period;

III. 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;

IV.They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

19. Internal Financial Controls with Reference to the Financial Statements

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, Applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same on quarterly basis to Audit Committee.

20. Declaration of Independence by Independent Director

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 and that he/she meets with the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Board Evaluation

The provision of sec. 149(8) of Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance, its Chairman and that of individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

Further the Independent Director has to review the assess of Quality, Quantity & Timeliness of flow of Information between the Company management and Board to Perform their Duties effectively. The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including Independent Directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

22. Familiarisation Programmes for Board Members

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made on business and performance updates of the Company, business strategy and risks involved and given to the Directors. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements.

Presentations on the latest technology and software developed by the company are also organised for the Independent Directors to enable them to understand the operations ofthe Company.

23. Directors and Key Managerial Personnel

The following changes were made during the year:

- Mr. Sameer Meghe resigned as Vice-Chairman and Whole Time Director ofthe Company on May 31, 2017. The Board places on record its appreciation of the contribution made by Mr. Sameer Meghe as Vice-Chairman and Whole Time Director of the Company.

- Mr. Atul Dev Tayal was appointed as Managing Director with the Nomenclature of Vice Chairman and Sr. Managing Director effective from July 01, 2017.

- Mr. Dhruv Kaji was appointed as an Additional Director in the category of non-executive and Independent Director of the Board effective from July 14, 2017 and the shareholders at the 19th Annual General Meeting held on September 26, 2017 have regularize his appointment as non-executive and Independent Director effective from July 14, 2017 for a term of Five (5) years i.e. up to July 13, 2022.

- Mr. Satish Wate was appointed as an Additional Director in the category of non-executive and Independent Director of the Board effective from July 14, 2017 and shareholders at the 19th Annual General Meeting held on September 26, 2017 have regularize his appointment as non-executive and Independent Director effective from July 14, 2017 for a term of Five (5) years i.e. up to July 13, 2022.

- Ms. Renu Challu was appointed as an Additional Director in the category of non-executive and Independent Director of the Board effective from August 31, 2017 and shareholders at the 19th Annual General Meeting held on September 26, 2017 have regularize her appointment as non-executive and Independent Director effective from August 31, 2017 for a term of Five (5) years i.e. up to August 30, 2022.

- Mr. Chandrakant Tiwari resigned effective from August 31, 2017. The Board places on record its appreciation of the contribution made by Mr. Chandrakant Tiwari as Independent Director ofthe Company.

- Mr. George Jacob resigned effective from August 31, 2017. The Board places on record its appreciation of the contribution made by Mr. George Jacob as Independent Director of the Company.

- Mr. Jinesh Vora resigned from the post of Company Secretary effective from August 31, 2017.

- Mr. Saugata De was appointed as Company Secretary and Chief Compliance Officer effective from August 31, 2017.

- Mr. Kishore Dewani was appointed as an Additional Director in the category of non-executive and Independent Director of the Board by passing resolution by circulation effective from January 15, 2018 and who shall hold office till the ensuing 20th Annual General Meeting to be held on September 29, 2018. Pursuant to section 160 of the Companies Act, 2013, your Company has received separate notices proposing the appointment of Mr. Kishore Dewani as an Independent Director on the Board at the ensuing Annual General Meeting. Accordingly, the Board recommends his appointment as an Independent Director. The resolution confirming the above appointment forms part of the notice of Annual General Meeting. We seek your support in confirming the above appointment.

- Mr. Saugata De resigned effective from March 29, 2018. The Board places on record its appreciation of the contribution made by Mr. Saugata De as Company Secretary and Chief Compliance Officer ofthe Company.

- Mr. Jinesh Vora was appointed as Company Secretary cum Compliance Officer effective from March 29, 2018 consequent to resignation of Mr. Saugata De.

- Mr. Amit Somani resigned effective from March 29, 2018. The Board places on record its appreciation of the contribution made by Mr. Amit Somani as Managing Director of the Company.

- Mr. Atul Dev Tayal resigned effective from March 29, 2018. The Board places on record its appreciation of the contribution made by Mr. Atul Dev Tayal as Vice Chairman and Sr. Managing Director ofthe Company.

- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Abhay Kimmatkar is liable to retire by rotation at the ensuing 20th Annual General Meeting (AGM). Dr. Abhay Kimmatkar has confirmed his eligibility and willingness to accept the office of Director of your Company, if confirmed by the Members at the ensuing AGM. In the opinion of Directors, the Company will continue to benefit Dr. Abhay Kimmatkar in his capacity as the Joint Managing Director of the Company. The Board recommends and seeks your support in confirming reappointment of from Dr. Abhay Kimmatkar. The profile and particulars of experience, attributes and skills that qualify from Dr. Abhay Kimmatkar for the Board membership is disclosed in the Notice ofthe Annual General Meeting.

24. Policy on Directors Appointment, Remuneration and other details

The Nomination and Remuneration Committee (‘NRC’) of Ceinsys Tech Limited (the ‘Company’), has adopted the policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management. This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘the Regulations’) and Section 178 and other applicable provisions of the Companies Act, 2013.

The Board has also approved a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel other matters provided in Section 178(3) of the Companies Act, 2013 is available on Company’s website, at http://www.ceinsys.com/investors/Policies/Nomination-&Remuneration-Policy.pdf

Salient features of nomination & remuneration policy:

a. ensuring the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors ofthe quality required to run the company successfully.

b. ensuring that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c. determining the Company’s policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

d. ensuring that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

e. deciding the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

f. defining and implementing the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluating the performance and determining the amount of incentive of the Executive Directors for the same.

g. deciding the amount of Commission payable to the Whole time Directors, if any

h. reviewing and suggesting revision of the total remuneration package of the Key Managerial Personnel and Executive Directors after keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

i. formulating and administering the Employee Stock Option Scheme.

j. promoting and developing a high performance workforce in line with the Company strategy.

25. Committees of the Board

The Board has six committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship & Investor Grievances Committee

5. Information Technology and Risk Management Committee*

6. Management Committee

*IT and Risk Management Committee was constituted by the Board at their meeting held on February 13,2018.

Board is responsible for direction, control, conduct management and supervision of the company’s affairs. It has established effective corporate governance procedures and best practices in the company. Committees appointed by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters in their areas or purview. All decisions and recommendations of the committees are placed before the Board for information or for approval.

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

26. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are mentioned as Annexure-9 to the Board’s report.

27. Employee Stock Option Plans

The Nomination and Remuneration Committee (NRC) of the Board of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme of the Company in accordance with the applicable provisions of SEBI Guidelines. Your Company has issued and implemented the Employees Stock Option Scheme (“Scheme”) named as ADCC ESOP 2014 in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (‘the SEBI Regulation’) as a measure to reward and motivate employees as also to attract and retain the talent to its employees. Details of the stock options granted under ADCC ESOP 2014 are annexed to this Report as Annexure-7.

During the year under review, the Company has allotted 38,395 shares pursuant to “ADCC Employee Stock Option Plan, 2014” on March 29, 2018. The issuance of shares pursuant to the said scheme has resulted in the increase in number of Equity shares issued by the Company which stands at 1,10,90,440 shares as on March 31, 2018.

28. Corporate Social Responsibility

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment we believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. The Company had adopted a detailed policy on Corporate Social Responsibility and also discussed and identified the core areas in which the CSR activities was proposed to be carried out in the CSR Committee Meetings from time to time. The Corporate Social Responsibility Policy can be accessed on the Company’s website at the link: http://www.ceinsys.com/investors/Policies /CorporateSocial-Responsibility-Policy.pdf The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-6 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Salient features of Corporate social responsibility policy:

I. Identifying broad areas of intervention in which the company can undertake projects;

ii. to serve this policy as a guiding document in executing and monitoring CSR projects;

iii.undertaking broad criteria for implementation agencies;

iv. ensuring an increased commitment at all levels in the organization;

v. directly or indirectly taking up programs that benefit the communities in & around its work centres that leads to enhancing the quality of life & economic well - being ofthe local populace.

29. Secretarial Standards

The Company duly complies with all applicable secretarial standards.

30. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013 and rules framed thereunder, your Company has established a ‘Whistle Blower Policy and Vigil Mechanism’ for directors and employees it provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, Actual or suspected, fraud or violation of the Company’s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure-8 ofthis board report.

31. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 has put in place a new framework for prohibition of Insider Trading in Securities and to strengthen the legal framework thereof. These new regulations of the SEBI under the above notification have become effective from May 15, 2015. Accordingly, the Board has formulated Insider Trading Policy in accordance with Regulation 8 & 9 of Insider Trading Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct & Fair Disclosure for Prohibition of Insider Trading are given in Annexure-8 ofthis board report.

32. Legal, Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

33. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

34. Listing on Stock Exchange

The Company’s Shares were listed on SME Platform of BSE Limited on October 22, 2014. In Fiscal 2018, the Company has migrated from the SME platform to the main board of BSE Limited in fiscal 2018.

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’ future operations.

36. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The details of the policy are given in Annexure-8 of this board report.

During the year, the Company has not received any complaints of sexual harassment.

37. Green Initiatives

Electronic copies of Annual Report 2017-2018 and the Notice of 20th Annual General Meeting are sent to all the members whose email addresses are registered with the company/depository participant. For members who have not registered their email address, physical copies are sent in the permitted form.

38. Acknowledgement

Your Directors place on record their appreciation to the Government of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the member of the Ceinsys family whose commitment, co-operation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organization’s growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of the Board

Place : Nagpur Sagar Meghe

Date: 4th September 2018 (Chairman & Managing Director)

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in submitting their Eighteenth Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2016.

1) FINANCIAL RESULTS

We are delighted to present the report on our business and operations for the year ended March 31, 2016.

	Standalone		Consolidated
	2016	2015	2016	2015
Total Income	1,25,86,35,082	98,44,85,473	1,34,06,90,901	1,08,67,34,364
Profit before interest, depreciation and taxes	26,14,58,561	19,58,38,333	23,87,84,999	20,09,10,519
Finance Cost	11,04,89,842	7,47,67,032	11,53,86,692	7,50,66,984
Depreciation	2,88,72,727	2,36,07,319	3,02,77,998	2,44,96,298
Provision for income tax	4,78,61,880	3,18,33,806	4,78,86,782	3,20,00,036
Prior Period item:
Depreciation	0	0	0	0
Employee benefit	0	0	0	0
Net Profit for the year	7,42,34,112	6,56,30,176	4,52,33,527	6,93,47,200
Dividend	90,99,475	67,95,000	-	-
Dividend tax	1 8,52,471	13,83,326	-	-
Net worth	43,55,45,334	37,01,40,540	-	-
Earnings per Share (EPS) ( Basic)	8.19	7.24	-	-
Earnings per Share (EPS) ( Diluted)	8.07	7.10	-	-

2) COMPANY''S PERFORMANCE:

Revenues Standalone

Total Income on Standalone basis in Financial year 2015-16 increased to Rs, 1,25,86,35,082/- from Rs, 98,44,85,473/-in the previous year 2014-15, at a growth rate of 28%. Profit before interest, tax, depreciation (EBITD) were Rs, 26,14,58,561/- registering a growth of 34% over EBITD of Rs, 19,58,38,333/- in 2014-15. Profit before tax (PBT) for the year was Rs, 12,20,95,992/- recording a growth of 25% over the PBT of Rs, 9,74,63,982/- in 2014-15. Profit after tax (PAT) for the year was Rs, 7,42,34,112/- recording a growth of 13% over the PAT of Rs, 6,56,30,176/- in 2014-15.

Revenues Consolidated

Our Total Income on Consolidated basis in Financial year 2015-16 increased to Rs, 1,34,06,90,901/- from Rs, 1,08,67,34,364/- in the previous year 2014-15, at a growth rate of 23 %. Profit before interest, tax, depreciation (EBITD) was Rs, 23,87,84,999/- registering a growth of 18 % over EBITD of Rs, 20,09,10,519/- in 2014-15. Profit before tax (PBT) for the year was Rs, 9,31,20,309 /- recording a decline of 8.8% over the PBT of Rs, 10,13,47,237 /- in 2014-15. Profit after tax (PAT) for the year was Rs, 4,52,33,527/- recording a decline of 0.53 % over the PAT of Rs, 6,93,47,200/- in 2014-15.

3) DIVIDEND:

In continuation of earlier trend of declaring cash dividend and keeping in mind the overall performance and the outlook for your Company, the directors are pleased to recommend for approval of the members, at the ensuing Annual General Meeting, a final dividend of Rs, 1/- per share for the financial year 2015-16 aggregating to Rs, 90,99,475/-. The equity dividend outgo for the Financial Year 2015-16, if approved by the members would involve a cash outflow of Rs, 1,09,51,946 /- including dividend tax for financial year 2015-16. A

The Final Dividend, subject to the approval of Members at the Annual General Meeting on September 29, 2016, will be paid on or after October 10, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from September 24, 2016 to September 29, 2016 (both days inclusive).

4) TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserve account during the reporting period.

5) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 6 to Director''s Report.

6) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the standalone financial statements provided in this Annual Report.

7) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has adequate internal Control systems and follows procedures for purpose of identification and monitoring of related party transactions. All related party transactions are periodically placed before the Audit Committee for review and approval, as appropriate. The Company is listed on SME platform of BSE, thus the provisions of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding formulation of policy on materiality of related party transactions is not applicable to the Company. There were no materially significant related party transactions made by the Company with promoters. Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board''s report.

8) STATE OF COMPANY''S AFFAIRS:

The Company is an ITES Company serving in Geospatial Services & Solutions. It has emerged as a specialist in GIS & Engineering Services Solutions provider as well in infrastructural deliverables. The company offers diversified services to address engineering challenges in an increasingly complex world while making continual advancement in the infrastructure, technology and resources to various engineering industry verticals.

The Company has developed GIS Services & Solutions with infrastructure facilitation (water & electricity), to capture, to integrate, to analyze, to design, to manage and present all types of geographical data / information in the fields of GIS, Remote Sensing, LiDAR (Light Detection And Ranging), Photogrammetric, Energy System & Solutions, outright Infrastructural Solutions (Electricity & Water), Emergent with Building Information Modeling (BIM), SMART Solutions and SMART grid catering to SMART Cities, Surveys and Customized Software Application Development.

9) MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

The Promoters of the Company Mr. Sagar Meghe, Mr. Sameer Meghe and their spouses Mrs. Devika Meghe and Mrs. Vrinda Meghe respectively has made an open offer pursuant to regulation 3(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were the said persons are acting as acquirer(s) to acquire up to 23,65,864 equity shares representing 26% of the total paid up equity share capital of the Company. The said offer will result into a considerable change in shareholding pattern of the Company.

The Board has proposed a postal ballot on 28th May, 2016 for the approval of shareholders which they approved through E-voting and Postal Ballot Form the result of which declared on 06th July, 2016. The business transacted through postal ballot includes Alteration of Main object clause of Memorandum of Association, change in designation and remuneration of Mr. Sagar Meghe as whole time director with the nomenclature of chairman of the Company and to consider change in remuneration of Mr. Sameer Meghe, Mr. Amit Somani and Mr. Abhay Kimmatkar.

10) FIXED DEPOSITS:

In terms of the provision of Sections 73 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

11) MANAGEMENT''S DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management''s Discussion and Analysis Report on the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

12) SUBSIDIARIES:

As on March 31, 2016, we have six subsidiaries which are as follows:-

1. ADCC Infocom Private Limited;

2.AI Instruments Private Limited;

3. ADCC Academy Private Limited;

4. ADCC Tech Limited;

5. ADCC International East Africa Limited and

6. ADCC Technology Zambia Limited

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report.

The statement also provides the details of performance, financial positions of each of the subsidiaries. These documents will also be available for inspection during business hours at our registered office in Nagpur, India.

During the year. Non-current investments were made in the following subsidiaries:

1)ADCC Academy Private Limited;

2)ADCCTech Limited;

3)AI Instruments Private Limited;

4)ADCC Infocom Private Limited;

13) BUSINESS: Strategy

At ADCC our strategic objective is to build up an integrated platform in Geospatial field which enables us to serve our clients to the best of their requirements and at the same time generating profitable growth for our investors. In order to fulfill these objectives and to meet the demands of present and future, the Company in consultation with Price Water House Coopers is developing Strategic Management Plan which deals with challenges, opportunities, and new initiatives which will result into growth for company and its Stake Holders.

Human resources management

To ensure good human resources management, your Company focuses on all aspects of the employee lifecycle. In ADCC Retention has been identified as one of the areas within HR to strategize upon. As a part of HR initiative for retentions we have specifically Implemented some Industry Best practices with employee Benefits.

The Company periodically arranges Rewards and Recognitions programs at the right time for the right resource and they are in the form of monetary rewards. Paid Vacations for extraordinary performances, certificates. Awards and the Company conduct Regular surveys and Audits to judge employee Satisfaction and reviews for changes accordingly. Survey from great place to work with focus on organizational culture, employee inputs etc. Target based incentive plans and Timely annual Appraisals. This provides a holistic experience for the employ-eeas well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

The focus of the HRD during FY 15-16 was to give the human resources the chance to grow and nurture themselves in the organization. The focus was to develop the employee capability while maintaining a work life balance which in turn will ensure a holistic growth of each and every employee of ADCC. This approach will strengthen our aim to consider our employees as human assets. The focus was also on training and development where in each employee a mandatory 48 hours of training to enhance their skills. Another aspect to build a skilled workforce was to decentralize the recruitment process and conduct various walk in interviews at project sites to hire local talent. Recruitment was done to increase the diversity and knowledge base within the company.

Internship MOUS were tied up with prestigious GIS colleges for obtaining M. Tech and MSc students for internship programs at your Company, who were subsequently offered a permanent position with the company. Structured insurance policies were created and the information conveyed to all employees for their well-being and benefit. ADCC follows a 360 degree appraisal methodology. Self-appraisal as well as reporting authority''s evaluation is considered. Employees are also given a chance to present their views to the top management directly as well. Employee Engagement survey was one such important survey conducted amongst employees, which yielded a result of more than 90% trust amongst employees on its top management.

On the welfare side Annual sports day was conducted to make employees realize the importance of physical Fitness, health camp was also successfully done as a part of welfare of Head Office and branch offices.

14) RISK MANAGEMENT:

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and Magnitude of impact and determining a response strategy.

The key cornerstones of your Company''s Risk Management Framework are:

1)Periodic assessment and prioritization of risks that affect the business of your Company;

2) Development and deployment of risk mitigation plans to reduce the vulnerability to the prioritized risks;

3) Focus on both the results and efforts required to mitigate the risks;

4) Defined review and monitoring mechanism wherein the functional teams, the top management and the Board review the progress of the mitigation plans.

15) CORPORATE GOVERNANCE:

Your Company strives to ensure that best corporate governance practices are identified, adopted and Consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. The Company presents a statement of all related party transactions before the Audit Committee. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

16) APPOINTMENT OF STATUTORY AUDITORS:

The Members of the Company at the Annual General Meeting of the Company held on August 26, 2014 appointed M/s. Shah Baheti Chandak & Co, Chartered Accountants (Firm Registration No.109513W) as the Statutory Auditors of the Company to hold such office till the conclusion of twentieth (20th) Annual general Meeting.

M/s. Shah Baheti Chandak & Co, Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of M/s. Shah Baheti Chandak & Co, Chartered Accountants Co. as the Statutory Auditors of your Company.

Auditors'' report is self-explanatory and therefore does not require further comments and explanation.

17) SECRETARIAL AUDITORS'' REPORT:

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 Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure-5, a Secretarial Audit Report given by the Secretarial Auditor.

18) BOARD OF DIRECTORS AND ITS MEETINGS:

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board are convened as may be necessary for proper management of the business operations of the Company. Separate meeting of independent Directors is also held at least once in a year to review the performance of non-independent Directors, the Board as a whole and the Chairman.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

19) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

iii. 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;

iv .they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

20) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2016, your Company has 5 (five) Non-Executive Directors out of them 4 (four) are Non-Executive Independent Directors. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

In terms of Section 152 of the Companies Act, 2013 and Article 134 of the Articles of Association of your Company, Mr. Amit Somani, Director is liable to retire by rotation at the Eighteenth Annual General Meeting. Mr. Amit Somani has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting.

In the opinion of your Directors, your Company will continue to benefit from Mr. Amit Somani in his capacity as the Managing Director of your Company. Your Directors, therefore, recommend that the proposed resolution relating to reappointment of Mr. Amit Somani be passed.

21) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the directors'' report.

22) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Board of the Company comprises eight Directors, out of which four Directors are independent. All independent Directors of the Company have declared and confirmed that they meet with the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23) BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

24) COMMITTEES OF THE BOARD:

During the year under report, the Board of Directors of your Company constituted the following Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

- Management Committee

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship and Grievance Committee

25) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are mentioned as Annexure 10 to the Board''s report.

26) EMPLOYEE STOCK OPTION PLANS:

The Nomination and Remuneration Committee (NRC) of the Board of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable provisions of SEBI Guidelines. Your Company has issued and implemented the Employees Stock Option Scheme ("Scheme") named as ADCC ESOP 2014 in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''the SEBI Regulation'') as a measure to reward and motivate employees as also to attract and retain the talent to its employees. Details of the stock options granted under ADCC ESOP 2014 is annexed to this Report as Annexure 8.

During the year under review, the Company has allotted 39,475 shares pursuant to "ADCC Employee Stock Option Plan, 2014" on 11th of March, 2016. The issuance of shares pursuant to the said scheme has resulted in the increase in number of Equity shares issued by the Company which stands at 90,99,475 shares as on date.

27) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on May 08, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. The Company pursuant to the recommendation of the CSR Committee had adopted a detailed policy on Corporate Social Responsibility and also discussed and identified the core areas in which the CSR activities was proposed to be carried out in the CSR Committee Meetings from time to time. The Corporate Social Responsibility Policy can be accessed on the Company''s website at the link: http://adccinfocad.com/investors/Policies/ Corporate-Social-Responsibility-Policy.pdf

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

28) EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of annual return is annexed as Annexure-6 to the Board''s report in the prescribed Form MGT-9.

29) VARIATION OF IPO PROCEEDS:

Pursuant to regulation 32(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Company is required to give an explanation for variation in utilization of IPO proceeds. The Company executes projects in Geospatial & Engineering services i.e. GIS/Remote Sensing, LiDAR (Light Detection and Ranging), Photogrammetric, Energy System and solutions. Engineering Design Services, Surveys and Customized Application Development and therefore requires Technical Equipment, Software and Hardware to carry out the aforesaid activities.

The Company has taken essential steps to deploy funds earmarked for Purchase of Technical Equipment, Software and Hardware mentioned in the IPO Proceeds as per "Schedule of Implementation & Deployment of Funds" in Prospectus, but the specification and the requirement of Technical Equipment, Software and Hardware keep changing as per the present business contract to be executed for the clients. Further, at times for cost-effectiveness it is important to select a more economic, consistent and reliable source to ascertain and acquire software, hardware and technical equipments from other than mentioned in the Prospectus and require more time for finalizing the vendors.

Thus, by keeping in mind the above issues Company management has decided that it will utilize the money so raised, as and when the need arise, in best possible way with complete transparency. The detailed utilization of IPO proceeds till March 31, 2016 is mentioned in Financial Statement, which forms part of Annual Report.

30) VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees it provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure 9 of this board report.

31) PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 has put in place a new framework for prohibition of Insider Trading in Securities and to strengthen the legal framework thereof. These new regulations of the SEBI under the above notification have become effective from May 15, 2015. Accordingly, the Board has formulated Insider Trading Policy in accordance with Regulation 8 & 9 of Insider Trading Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the link: http://adccinfocad.com/ investors/Policies/lnsider-Trading-Policy.pdf

32) LEGAL, GOVERNANCE AND BRAND PROTECTION:

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to the Board''s Report.

33) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same on quarterly basis to Audit Committee.

34) ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

35) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

36) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (SHWWA):

ADCC''s quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

37) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation to the Government of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the member of the ADCC family whose commitment, co-operation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organization''s growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of the Board of Directors

Place: Nagpur Mr7Sagar|Meghe CA''Amit Somani

Date: 03^rd September, 2016 (Chairman) (Managing Director)

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Seventeenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31st, 2015

1. Financial Results

We are delighted to present the report on our business and operations for the year ended March 31st, 2015.

Standalone

Particulars 2015 2014

Total Income 98,44,85,473 77,55,42,112

Profit before interest, depreciation and 19,58,38,333 18,45,04,177 taxes

Finance Cost 7,47,67,032 6,27,70,445

Depreciation 2,36,07,319 1,90,21,475

Provision for income 3,18,33,806 3,05,67,516 tax

Prior Period item:

Depreciation 0 55,40,813

Employee benefit 0 15,47,025

Net Profit for the 6,56,30,176 6,50,56,903 year

Dividend 67,95,000 1,49,84,991

Dividend tax 13,83,326 25,46,701

Net worth 36,50,22,271 21,69,83,194

Earnings per Share 7.24 9.77 (EPS) (Basic)

Earnings per Share 7.10 9.77 (EPS) (Diluted)

Consolidated

Particulars 2015 2014

Total Income 1,08,67,34,364 79,85,05,457

Profit before interest, depreciation and 20,09,10,519 18,13,11,657 taxes

Finance Cost 7,50,66,984 6,31,05,386

Depreciation 2,44,96,298 1,98,28,253

Provision for income 3,20,00,036 3,04,86,757 tax

Prior Period item:

Depreciation 0 55,40,811

Employee benefit 0 15,47,025

Net Profit for the 6,93,47,200 6,08,03,425 year

Dividend 67,95,000 1,49,84,991

Dividend tax 13,83,326 25,46,701

Net worth 36,80,93,103 21,16,77,689

Earnings per Share 7.55 9.02 (EPS) (Basic)

Earnings per Share 7.40 9.02 (EPS) (Diluted)

2. Company's Performance

Revenues Standalone

Total Income on Standalone basis in Financial year 2014-15 increased to Rs. 98,44,85,473/- from Rs. 77,55,42,112/- in the previous year 2013-14, at a growth rate of 26.94%. Profit before interest, tax AND depreciation (EBITD) were Rs. 19,58,38,333/- registering a growth of 6.14% over EBITD of Rs.18,45,04,177/- in 2013-14. Profit before tax (PBT) for the year was Rs. 9,74,63,982/- recording a growth of 1.93% over the PBT of Rs. 9,56,24,419/- in 2013-14. Profit after tax (PAT) for the year was Rs. 6,56,30,176/- recording a growth of 0.88 % over the PAT of Rs. 6,50,56,903/- in 201314.

Revenues Consolidated

Total Income on Standalone basis in Financial year 2014-15 increased to Rs. 1,08,67,34,364/- from Rs. 79,85,05,457/-in the previous year 2013-14, at a growth rate of 36.10%. Profit before interest, tax, depreciation (EBITD) was Rs. 20,09,10,519/- registering a growth of 10.81% over EBITD of Rs. 18,13,11,657/- in 2013-14. Profit before tax (PBT) for the year was Rs. 10,13,47,237/- recording a growth of 11.02% over the PBT of Rs. 9,12,90,182/- in 2013-14. Profit after tax (PAT) for the year was Rs. 6,93,47,200/- recording a growth of 14.05. % over the Profit after tax (PAT) of Rs. 6,08,03,425/- in 2013-14.

3. Dividend:

Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of Rs. 0.75/- per share for the financial year 2014-15 aggregating to Rs. 67,95,000/-. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 81,78,326/- including dividend tax for financial year 2014-15.

The Dividend, subject to the approval of Members at the Annual General Meeting on September 30, 2015, will be paid on or after September 7, 2015 to the Members whose names appear in the Register of Members, as on 21st September, 2015 and the share transfer book shall be closed from September 22, 2015 to September 30, 2015 (both days inclusive).

4. Transfer to Reserves:

The Company has not transfer any amount to the general reserve account during the reporting period

5. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

6. Particulars of Contracts or Arrangements made with related parties:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board's report.

7. Material Events occurring after Balance Sheet date:

The Company in its Prospectus dated September 23, 2014 had specified the utilization of the proceeds of the fresh issue by the Company under the section titled "Objects of the Issue" on page no. 65. The Total Fund requirement under the Issue (including internal accruals) was Rs. 992.74 lakhs (including 32.74 lakhs of internal accruals) and the said proceeds was to be utilized for (i) Purchase of New Technical Equipment, Software and Hardware (i.e. Rs. 115.83 lakhs), (ii) Part finance the long term Working Capital requirement (Rs. 700 lakhs), (iii) International Marketing & Branding Expenses (Rs. 48.99 lakhs), (iv) General Corporate Purposes (Rs. 77.92 lakhs) and (v) issue expenses (Rs. 50 lakhs).

The company achieved with respect to utilization of the objects relating to "Technical Equipment, Software and Hardware" as mentioned in prospectus was 27.13% till 31st March, 2015 (in terms of total amount deployed in this particular object). As on March 31, 2015, the total amount utilized for the said Objects of the Issue is Rs. 31.42 lakhs and the balance unutilized amount amounting to Rs. 84.41 lakhs is temporarily lying in current accounts with Banks. During the current financial year, the Company has acquired some Technical Equipment, software and Hardware which is mentioned in the below revised proposed object.

Thus pursuant to the provisions of Section 27 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Prospectus and Allotment of Securities) Rules, 2014 the Company has conducted a postal ballot in which the shareholders shall approve the variation in deployment of funds. The Company has dispatch the Postal Ballot Notice to all the Shareholders which has been completed on 03rd August, 2015 and the Notice of Postal Ballot will be available at website of the Company as well as on the website of Bombay Stock Exchange. The E-Voting commenced from August 5, 2015 at 10:00 A.M. and shall complete on September 3, 2015 at 5:00 P.M.

There will not be any material impact on financial position of the company, if company purchase the Technical Equipment, Software and Hardware from the proposed vendors within the extended dates as mentioned above from the IPO proceeds.

8. Fixed deposits:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

9. Management's discussion and analysis:

In terms of the provisions of Clause 52 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

10. Subsidiaries:

As on March 31, 2015, we have six subsidiaries which are as follows:

I. ADCC Infocom Private Limited;

II. AI Instruments Private Limited;

III. ADCC Academy Private Limited;

IV. ADCC International East Africa Limited;

V. ADCC Tech Limited; and

VI. ADCC Technology Zambia Limited

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC 1 is appended as Annexure 1 to the Board's report.

The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, shall be available on our website www.adccinfocad.com. These documents will also be available for inspection during business hours at our registered office in Nagpur, India.

Investments and Disinvestments made during the reporting period in the subsidiaries are mentioned below:

During the reporting period, the Company invested in ADCC Tech Limited as a Subscriber to the Memorandum at the time of incorporation on February 14, 2015.

The Main object of ADCC Tech limited is to carry on the business of geographical surveys and mapping, On-Shore & Off-Shore surveys and Fields Surveys including oil & gas and any other fields, Consultancy of Survey Engineering, Survey Planning, Aerial Photography, Aerial and Satellite Remote Sensing using different sensors like RADAR, Aeromag, LiDAR etc., in addition to cameras and mapping using any of the above mentioned sensor systems from Aerial and other platforms, geographical information systems, Management System Engineering Consultancy including without limiting the generality, to all such other events/activities ancillary thereto.

During the reporting period, the Company disinvested 5 percent of its holding made in ADCC Academy Private Limited and ADCC Infocom Private Limited.

11. Business:

Strategy

At ADCC our strategic objective is to build up an integrated platform in Geospatial field which enables us to serve our clients to the best of their requirements and at the same time generating profitable growth for our investors. In order to fulfill these objectives and to meet the demands of present and future the Company has developed ADCC Strategic Management Plan which deals with challenges, opportunities, and new initiatives that have resulted through a study of organizational processes and the geospatial industry.

Attract and Retain

A global, diverse, motivated and high performing employee base

To ensure good human resources management, your Company focuses on all aspects of the employee lifecycle. In ADCC retention has been identified as one of the areas within HRD to strategize upon. As a part of HR initiative for retentions we have specifically Implemented some Industry Best practices with employee Benefits. The Company periodically arranges Rewards and Recognition programs at the right time for the right resource and they are ranging from monthly monetary rewards to Foreign Tours for extraordinary performances, Holiday Club Benefits with paid vacation of 3 days to 5 top performers, the Company conduct Regular surveys and Audits to judge employee Satisfaction and reviews for changes accordingly, Survey from great place to work with focus on organizational culture, employee inputs etc. Target based incentive plans and Timely annual Appraisals. The Company has taken a very unique initiative CMMI (Capability Maturity Model Integration) implementation process to strengthen Process for employees.

Human Resources Management

The company has adapted good practices to retain, encourage and develop skills of all the employees of the company. The details of Human Resource of the company has been mentioned in other sections of this Annual Report.

12. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. Our Corporate governance report for fiscal 2015 forms part of this Annual Report.

13. Appointment of statutory auditors:

The Members of the Company at the Annual General Meeting of the Company held on August 26, 2014 appointed M/s. Shah Baheti Chandak & Co; Chartered Accountants (Firm Registration No.109513W) as the Statutory Auditors of the Company to hold such office till the conclusion of twentieth (20th) Annual general Meeting.

M/s. Shah Baheti Chandak & Co; Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company.

Your Directors propose ratification of appointment of M/s. Shah Baheti Chandak & Co, Chartered Accountants Co. as the Statutory Auditors of your Company.

14. Auditors' report and secretarial auditors' report:

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Sushil Kawadkar, Practicing Company Secretary as the Secretarial Auditor of the Company. Accordingly, the Secretarial Auditor has given his report, which is annexed hereto as Annexure-6. The comments of the Board on the observations of the Secretarial Auditor are given after Annexure-6 above.

15. Board Meetings:

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

16. Directors' responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

17. Directors and Key Managerial Personnel:

During financial year 2014-15, 4 (Four) Independent Directors were appointed for a period of 5 (Five) consecutive years. Pursuant to the provisions of the Companies Act, 2013, they are not liable to retire by rotation. As on March 31, 2015 your Company has 6 (Six) Non-Executive Directors out of them 5 (five) are Independent Directors and One is NonIndependent. Pursuant to Section 149 of the Companies Act, 2013, your company should have at least one third of its total strength of the Board of Directors as Independent Directors and pursuant to clause 52 (I) (A) (i) and 52 (I) (A) (ii) of listing agreement your company should have at least fifty percent of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

In terms of Section 152 of the Companies Act, 2013 and Article 134 of the Articles of Association of your Company, Mr. Sagar Meghe, Director is liable to retire by rotation at the Seventeenth Annual General Meeting. Mr. Sagar Meghe has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting.

In the opinion of your Directors, your Company will continue to benefit from Mr. Sagar Meghe in his capacity as the Director and Chairman of your Company. Your Directors, therefore, recommend that the proposed resolution relating to appointment of Mr. Sagar Meghe be passed.

Pursuant to Section 149 of the Companies Act, 2013, and pursuant to rules made there under every listed company should have at least one woman director on the Board. In order to comply with these provisions, Board of Directors of your Company in its meeting held on 11th March, 2015 appointed Ms. Shrilekha Lanjekar as an Additional Director in the Category of Non-Executive Independent Women Director of the Company and who holds office till the date of Annual General Meeting. In terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying his intention to propose Ms. Shrilekha Lanjekar as a candidate for the office of a director of the Company. The resolutions seeking approval of the Members for the appointment of Ms. Shrilekha Lanjekar is incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Shrilekha Lanjekar.

18. Policy on directors' appointment and remuneration and other details:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual report.

19. Declaration of Independence by Independent Director:

The Board confirms that all Independent Directors of the Company have given a declaration under Section 149 (7) of the Companies Act, 2013, to the Board that they meet the criterion of independence as prescribed under Section 149(6) of the Companies Act, 2013.

20. Board Evaluation:

The Companies Act, 2013 sec.149 (8) states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Pursuant to Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole is followed based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section which forms part of the Annual report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

21. Committees of the Board:

During the financial year 2014-15, the Board of Directors of your Company constituted the following Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

i. Management Committee

ii. Audit Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Stakeholders Relationship and Grievance Committee

22. Corporate Governance:

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Agreement and any other applicable law for the time being in force forms an integral part of this Report.

23. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as Annexure-11 to the Board's report.

24. Employee stock option plans:

Your Company has issued ADCC ESOP 2014 to its employees. Details of the stock options granted under ADCC ESOP 2014 are annexed as Annexure-9 to the Board's report.

25. Corporate social responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-8 to the Board's report in the format as prescribed in the Companies (Corporate Social Responsibility) Rules, 2014.

26. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is annexed as Annexure-7 to the Board's report in the prescribed Form MGT-9.

27. Vigil Mechanism /Whistle Blower Policy

The details of the vigil mechanism/whistle blower policy are annexed in Annexure-10 to the Board's report

28. Legal, Governance and brand protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions. During the year, your Company has adopted new policies and amended existing policies such as Policy on CSR Policy and Vigil mechanism/Whistle Blower Policy, Policy on code of conduct, Nomination and Remuneration policy, Insider Trading Policy in line with new governance requirements. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to the Board's report.

29. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders.

30. Acknowledgement

The directors thank the Company's employees, customers, vendors, investors for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the ADCC family.

For and on behalf of the Board of directors

SD/- SD/- Place: Nagpur CA Amit Somani Mr. Sameer Meghe 4th September, 2015 Managing Director Vice Chairman