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:

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 :

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

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.