Dear Members,

The Board of directors take pleasure in presenting the 26th (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

(Rs. In Lakhs)

Financial Position

(Rs. In Lakhs)

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 Rs. 20,567.73 lakhs in FY 2023-24 as compared to previous FY 2022-23 which was Rs. 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 Rs. 25,293.91 Lakhs in FY 2023-24 as compared to financial year 2022-23 which was Rs. 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 Rs. 3481.09 Lakhs and Profit after exceptional items and tax stood at Rs. 2458.43 lakhs. Whereas, in FY 2022-23 the profit before tax and exceptional items stood at Rs. 878.28 Lakhs and Profit after exceptional items and tax at Rs. 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 Rs. 4,965.61 lakhs in FY 2023-24. Profit after exceptional items and tax is Rs. 3,499.94 lakhs in FY 2023-24. Whereas, in FY 2022-23 the profit before tax and exceptional items stood at Rs. 2,890.84 Lakhs and Profit after exceptional items and tax at Rs. 3,088.72 lakhs.

EPS- Standalone

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

EPS- Consolidated

On Consolidated basis, basic earnings per share increased to Rs. 22.52 for financial year 2023-24 as compared to basic earnings per share of Rs. 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 26th 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 Rs. 30,00,00,000 comprising of 3,00,00,000 (Three crores) equity shares of Rs. 10/- each and the Paid-up Share Capital of Rs. 16,33,93,970/- comprising of 1,63,39,397 equity shares of Rs. 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:

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 Rs. 438.57 Lakhs as compared Rs. 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 Rs. 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 Rs. 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 Rs. 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:

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

> 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 Rs. 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.

• 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 20th Annual General Meeting (AGM) held on September 29, 2018 till conclusion the 25th 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 25th AGM till the conclusion of 30th 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 Price Waterhouse Coopers 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 26th 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.