C.E. Info Systems Ltd

Dear Members,

Your Directors have pleasure in presenting the 29th (Twenty Ninth) Annual Report, together with the audited financial statements of the Company for the year ended 31^st March, 2024.

1. Financial Summary & Highlights:

In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Company have prepared its Standalone and Consolidated Financial Statements as per Indian Accounting Standards ("IND AS") for the Financial Year 2023-24 and the financial highlights are as summarized below:

(Rs. In Lakhs)

2. Financial Performance:

On a standalone basis in financial year 2023-24, the Revenue from operations has shown a considerable growth of 24.33% which resulted in increase of Revenue to Rs. 31,561 lakhs in FY 2023-24 as against Rs. 25,385 lakhs in last FY 2022-23.

On a standalone basis in financial year 2023-24, the profit before tax and exceptional items has shown a significant growth of 23.72%, which resulted in increase to Rs.17,711 lakhs in current FY 2023-24 as against Rs. 14,315 lakhs in last FY 2022-23. Profit after exceptional items and tax is Rs. 13,743 lakhs in FY 2023-24 as against Rs 10,875 lakhs in last FY 2022-23.

On consolidated basis in financial year 2023-24, the Revenue from operations has shown a considerable growth of 34.80% which resulted increase of Revenue to Rs. 37,942 lakhs in FY 2023-24 as against Rs 28,146 lakhs in last FY 2022-23.

On consolidated basis in financial year 2023-24, the profit before tax and exceptional items has shown a significant growth of 25.75%, which resulted in increase to Rs. 17,512 lakhs in FY 2023-24 as against Rs. 13,926 lakhs in last FY 2022-23. Profit after exceptional items and tax is Rs 13,438 lakhs in FY 2023-24 as against Rs 10,753 lakhs in last FY 2022-23.

3. Operations During the Year

C.E. Info Systems Limited (popularly known as ‘MapmyIndia') (henceforth, referred to as ‘The Company', or ‘We') was founded by Rakesh Verma and Rashmi Verma in 1995 who envisioned that a significant percentage of data would have a location-dimension and that such data would be crucial in solving a multitude of problems faced by the government, businesses, and consumers. Given that there were no digital maps in India at the time of its incorporation, the idea of building India's first digital maps and products set the tone for their pioneering effort to create a company that would be the first of its kind. Over the years, the Company kept launching several mapping technologies to cater to a wide-ranging customer base in India and abroad. Today, MapmyIndia is a data-and-technology product and platform company that offers proprietary digital maps as a service ("MaaS"), platform as a service ("PaaS") and software as a service ("SaaS"). The Company provides platforms, products, application programming interfaces (APIs) and solutions across a range of digital map data, software and internet of things (IoT). It serves the domestic market through their ‘MapmyIndia' brand and the international market through the ‘Mappls' brand. The Company has been primarily catering to two distinct market segments – Consumer Tech and Enterprise Digital Transformation (C&E) and Automotive and Mobility Tech (A&M). Moreover, their offerings can be divided on two fronts – Map led and IoT led.

FY 2024 ended with a significant revenue and profit growth, and healthy margins that was further expanded. The consolidated Revenue from operations grew at 34.80% on Year on Year to around Rs 379.42 Cr and consolidated PAT grew at 24.96% to Rs.134.38 Cr EBITDA margin for FY24 was 41%, and PAT margin was 32% respectively. The details of our operations and business during the year are given separately in Management Discussion & Analysis report forming part of this Annual Report.

4. Future Outlook:

The future outlook of the company looks bright, with healthy growth in the Open Order Book up 49.45% from Rs. 918 Cr at end of FY23 to Rs. 1372 Cr at end of FY24, giving us optimism for the revenue growth for the company in time to come. Additionally, the number of use cases and usage adoption for Your Company's products and solutions continue to grow across market segments and customer verticals. Your company intends to continue to Augment its products, platforms and technology lead. We will invest to further develop innovation and technological capabilities, and build a deeper and broader stack of digital maps, software & IoT products. On the business front, we intend to scale and expand our customer reach besides expanding our relationships wiThexisting active customers. Further we plan to drive expansion in International markets and

Geospatial sector. We keep evaluating M&A opportunities to grow the business, and will pursue selective strategic acquisitions to enter into new business segments and geographies. People are our most important asset and we Year: remain focused on attracting, developing and retaining skilled employees.

5. EPS :

The Basic earnings per share increased to Rs. 25.42 for financial year 2023-24 as compared to earnings per share of Rs 20.26 for last financial year 2022-23 on Standalone basis and the Basic earnings per share increased to Rs. 24.78 for financial year 2023-24 as compared to earnings per share of Rs. 20.38 for last financial year on Consolidated basis.

6. Transfer to Reserves:

The Company has transferred an amount of 13.9 Cr to General Reserve during the financial year under review.

7. Dividend:

The Board of Directors at their meeting held on 13th May, 2024, has recommended the payment of Final Dividend of Rs. 3.50/- (175%) per equity share having face value of Rs. 2 (Rupee Two only) each as dividend for the financial year 2023-24 aggregating to Rs. 18,92,51,951/-. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

The Board of your Company in its Meeting held on 27^th July, 2021 has approved the Dividend Distribution Policy containing the parameters mentioned in Regulation 43A(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is available in the website of the Company at www.mapmyindia.com/investor/mmi_ polices/dividend_distribution_policy.pdf

8. Deposits:

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

As on date the company has three (3) Subsidiaries and two (2) Associates:

V idteq is engaged in the business of, among other things, navigation, mapping, location, and local search and provides video map-based navigation, location, and search solutions to its customers.

The Company holds 100% shareholding of Vidteq (India) Pvt. Ltd. making it a wholly owned Subsidiary of our Company w.e.f. 31st July, 2017.

Gtropy is engaged in the business for providing solutions for every Industry type in the Logistics domain that help manage Logistics Operations, Passenger Transportation, Fleet Management, Supply & Distribution as well as Pick-up and Drop-off services.

Gtropy has established themselves as one of the most trusted GPS Vehicle Tracking Solution providers among their esteemed partners and well-satisfied customers and have gained 2,90,000+ live vehicles to their credit with yearly growth of 53%. The Company holds 75.98% Shareholding of Gtropy Systems Pvt. Ltd. making it a Subsidiary of our Company w.e.f. 4th February, 2022.

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, Gtropy became a material subsidiary of the Company, as on 31st March 2023.

CE International is engaged in the business of, among other things, selling MapmyIndia's products and services in the international market as a reseller. The Company holds 100% shareholding of CE International making it a wholly owned Subsidiary of our Company w.e.f. 6th April, 2018.

K OGO is a Gamified Social Travel Commerce Platform where users earn KOGOCOIN as they step out, and can spend these on Hotels, Experiences, Services, Accessories and stores on the KOGO Marketplace.

The KOGO marketplace has over 10,00,000+ Hotels, 300000 + Experiences, 5000 + Travel Merchandise Stores and service providers across the world currently and continues to expand its network to maximize spend & burn opportunities for its users.

Along with its B2C App and website, KOGO also has a licensed B2B platform for Automotive OEM's that enables in-vehicle commerce, discovery, community engagement and hence brand stickiness.

The Company holds 40.17% shareholding on fully diluted basis in Kogo Tech Labs Private Limited as on the date of this report making it an Associate of our Company.

In drones is engaged in the business of manufacturing of the drones, data analytics using high resolution data and developing end to end solution leveraged by drones, IoT and other sensors which helps digitize various sectors including but not limited to agriculture, mining, energy, telecom, infrastructure, construction, disaster management, defense and homeland security, surveillance and monitoring, etc. The Company holds 20% shareholding of Indrones Solutions Private Limited on fully diluted basis making it an Associate of our Company w.e.f. 16th May, 2023.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements of Subsidiary and Associate Companies in Form AOC–1 is attached to the Accounts as an Annexure –1.

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 the consolidated financial statements have been placed on the website of the Company, www.mapmyindia.com

The Board consists of following Directors as on the date of this report:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report:

In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report:

During the Financial Year 2023-24, the Board of Directors met 6 (Six) times during the year on 22^nd April, 2023, 04^th August, 2023, 01^st September, 2023, 31^st October, 2023, 27^th November, 2023 and 16^th January, 2024, the details of which are given in the Corporate Governance Report attached to this Annual Report in respect of which meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings of the Board of Directors was within the period prescribed under the Companies Act, 2013.

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3)(e) of the Act is available at https://www.mapmyindia.com/investor/mmi_polices/nomination_and_remuneration_policy.pdf

The Company recognizes and embraces the benefits of having a diverse board, and sees increasing diversity at board level as an essential element in maintaining a competitive advantage. A truly diverse board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between directors. These differences will be considered in determining the optimum composition of the board and when possible should be balanced appropriately. All board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the board as a whole requires to be effective.

The Nomination and Remuneration Committee reviews and assesses board composition on behalf of the board and recommends the appointment of new directors. The committee also oversees the conduct of the annual review of board effectiveness.

The said Committee has adopted a formal policy on Board diversity which sets out a framework to promote diversity on Company's Board of Directors.

The Board of Directors were required to carry out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

Based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

The Audit Committee was constituted by the Board in their meeting held on 27^th July, 2021. The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company's financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

The Audit Committee consists of the following members as members having wide experience and knowledge of Corporate Affairs, Finance & Accounts as on date of this report.

All the recommendations made by the Audit Committee during the year had been accepted by the Board.

Six (6) meetings were conducted during the year on 21^st April, 2023, 03^rd August, 2023, 01^st September, 2023, 30^th October, 2023, 27^th November, 2023 and 15^th January, 2024 in respect of which proper notices were given and the proceedings were properly recorded. The terms of reference

The Nomination & Remuneration Committee was constituted by the Board w.e.f 31^st July, 2021. The Nomination and remuneration Committee consists of the following members as on date of this Report:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

The Remuneration policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications is available on https://www.mapmyindia.com/investor/mmi_polices/nomination_and_remuneration_policy.pdf

Three (3) meeting were conducted during the year on 21^st April, 2023, 03^rd August, 2023 and 30^th October, 2023 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of the their meetings are provided in the Corporate Governance Report forming part of this report.

The Stakeholders Relationship Committee was constituted by the Board in their meeting held on 27^th July, 2021. The Stakeholder Relationship Committee consists of the following members as on date of this Report:

Dur ing the year under review, 1 (One) meeting was conducted on 1^st March, 2024. The terms of reference of the Stakeholders Relationship Committee and details of the their meetings are provided in the Corporate Governance Report forming part of this report.

The Corporate Social Responsibility Committee formed by the Board on 25^th April, 2016 and the said Committee was re-constituted by the Board in their meeting held on 27^th July, 2021. The CSR Committee consist of the following members as on date of this report:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure–2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, www.mapmyindia.com

One (1) meeting was conducted during the year on 3^rd August, 2023 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Corporate Social Responsibility Committee and details of the their meetings are provided in the Corporate Governance Report forming part of this report.

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has constituted a Risk Management Committee with the following as its Members, vide its Board Meeting held on 27th July, 2021 with an objective of reviewing various risks faced by the Company and advises the Board on risk mitigation plans. The Risk Management Committee consist of the following members as on date of this report:

During the year under review, 2 (Two) meetings conducted on 3rd August, 2023 and 18th January, 2024. The terms of reference of the Risk Management Committee and details of the their meetings are provided in the Corporate Governance Report forming part of this report.

The Company has robust systems for Internal Audit and Risk assessment and mitigation. At the start of the year, the audit plan, is approved by the audit committee. Further, summary of key findings is presented to the Audit committee from time to time.

With unprecedented changes in business environment, Companies are operating in an environment of volatility and uncertainty, but our strong Governance and business structure, with stakeholder interest at the core, makes us cognizant of these risks and uncertainties that our business faces. The Company on a periodic basis identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Company's long-term goals and Vision.

The draft annual return as provided under sub-section (3) of Section 92 as at 31^st March, 2024 is available at the Company's website at www.mapmyindia.com

The Board of Directors of the Company has not revised the Financial Statements and Board's report of the financial year under review.

The details of Loans given, Guarantees provided and Investments made by the Company under section 186 of the Companies Act, 2013 form part of the notes to Financial Statement provided in Annual Report.

The company has entered into contracts with related parties during the year under review, which falls under the purview of Section 188 of the Companies Act, 2013 and the details of these transactions with related parties in form AOC-2 is attached as Annexure-3.

The Board in its meeting held on 13th May, 2024 appointed Ms. Rashmi Verma (DIN: 00680868) as the Whole Time Director of the Company for a period of 5 years effective from 13th May, 2024 and Mr. Rajagopalan Sundar (DIN: 00008764) as the Non-Executive Independent Director of the Company for a period of 3 years effective from 13th May, 2024. Further, the Board in its meeting held on 13th May, 2024 approved the re-appointment of Mr. Shambhu Singh (DIN:01219193), Mr. Anil Mahajan (DIN:00003398) and Ms. Tina Trikha (DIN:02778940) as Non-Executive Independent Directors of the Company for their 2nd Term for a period of 5 years effective from 27th July, 2024 and Mr. Kartheepan Madasamy (DIN:03562906) as Non-Executive Independent Director of the Company for his 2nd Term for a period of 3 years effective from 31st July, 2024, subject to the approval of shareholders in the forthcoming Annual General Meeting of the Company. Further pursuant to Regulation 24(1) of Listing Regulation, Mr. Anil Mahajan (DIN:00003398), Independent Director of the Company was appointed on the Board of Gtropy Systems Private Limited, material subsidiary of the Company w.e.f 17th June, 2024.

Except these, no material changes occurred in the Company after the end of the Financial Year and as on date of the Board Report, which will affect the financial position of the Company.

There was no change in the nature of business of the Company.

With reference to Section 136(1) this annual report is circulated without the statement pertaining to disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may right to the Company Secretary or email at cs@mapmyindia.com. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure 4 to this Report.

As on 31^st March, 2024, the Company has Authorised Share Capital of Rs.1,62,08,21,810/- and Paid Up Share Capital of Rs. 10,81,43,972/-. The equity shares of the Company are listed with Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) w.e.f. 21^st December, 2021. The Company has already paid the listing fees to both the Stock Exchanges and there are no arrears on account of payment of listing fees to the said Stock Exchanges. The Promoter and Promoter Group hold 52.91% share capital of the Company as on 31^st March, 2024.

The Company has not issued any sweat equity during the financial year under review.

The Company has allotted 3,87,497 equity shares 04.08.2023 and 23,717 equity shares on 22.12.2023 pursuant to ESOP under the ESOP Policy-2008 of the Company. Further, in accordance with the Companies (Share Capital and Debentures) Rules, 2014, the details of the company's Employee Stock Option Scheme 2008 during the year are as follows:

i) Number of stock options granted: 8,000

ii) Number of stock options vested: 4,11,214

iii) Number of stock options exercised: 4,11,214

iv) Total number of shares arising as a result of exercise of option: 4,11,214

v) Number of options surrendered : 19,209

vi) Number of options lapsed: Nil

vii) The exercise price: Rs. 12.15

viii) Variation of terms of options: Nil

xi) Money realized by exercise of options: Rs. 49,96,250.1

x) Total number of options in force: 8,89,365 Further the Board of Director and Members of the Company approved the modification in the Vesting Schedule under Clause 2.2 of the Employee Stock Option Plan, 2008, based on the recommendation of Nomination and Remuneration Committee. Further their are no material changes other than mentioned above, in the Scheme during the financial year ended March 31^st, 2024 and the Scheme is in compliance with the the SEBI (Share Based Employee Benefit and Sweat Equity) Regulation, 2021. The details as required under Part F of Schedule II pursuant to Regulation 14 of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulation, 2021, is available in the Company's website at www.mapmyindia.com

During the year under review, the Company has not made any offer to buy back its shares.

The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

Energy Conservation has been an important thrust area for the Company and it is continuously monitored. The adaption of energy conservation measures has helped the Company in reduction of Cost. We continue to strengthen our energy conservation efforts. The Company has established an automatic system at all the offices of the Company to switch off the lights and the monitors when not in use. Energy Conservation is an ongoing process and new areas are continuously identified and suitable investments are made, wherever necessary. The Company is taking every necessary step to reduce the consumption of energy.

We have configured policies which put the PC and monitors in a sleep mode after a pre-determined period of no-usage to conserve energy. By adapting to these measures, the company has been able to reduce its energy consumption thereby reducing the cost of electricity etc. However, the exact cost reduction is not quantifiable.

We don't specifically import any technology for energy consumption.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

A separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance, is annexed as Annexure 5, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.

HR plays an instrumental role in securing the future success of C.E. Info Systems Limited. In doing so, the function is guided by its long-term vision of working in partnership to create an environment where employees can thrive and are enabled to deliver sustainable organizational performance. Specifically, strategic priorities have been identified for HR: to apply its human capital expertise more assertively to support the various business/domains and in order to deliver results that amplifies business outcome; to strengthen its role as a control function for all the human capital risks; to build the capabilities of managers and employees.

Diversity is embedded in our people processes – from recruitment to leadership development – and reflected in all HR-related offerings, including internal job growth, promotions, mentoring, coaching and other benefits. Managers are responsible for fostering diverse capabilities and leading inclusively, with hiring and retention programs also reflecting key aspects of C.E. Info Systems Limited.

Investment in skills and accelerating employees' professional and personal development are essential components of C.E. Info Systems Limited People agenda. C.E. Info Systems Limited, is committed to strengthening the capability of managers and holding them accountable to enable employees to thrive and meet their full potential and outshine. This is reflected in the talent and development agenda, which includes a recalibrated offering that helps to develop and nurture future leaders who are accountable, who champion the values and who inspire the best in their colleagues.

Setting the standards for disciplined management of human capital risk also entails developing incentive and reward structures that reinforce C.E. Info Systems Limited culture. This means employees are paid for sustainable performance within a sound governance framework and with due consideration of market factors. Performance, behaviour in line with the Corporate values, and compensation have been linked more closely than before. HR's principles and priorities have sharpened in the face of Strategy deployed in 2023-24. C.E. Info Systems Limited seeks to retain, develop and continue to attract people with the requisite skills to help shape a progressive and better performance and foster employees' engagement and motivation throughout the implementation process. As on March 31, 2024, C.E. Info Systems Limited has a strong employee base of 1292 employees on its rolls on consolidated basis.

The Company has only one business segment, i.e. Map data and Map data related services (GPS navigation, location-based services and IoT). This business mainly consists of products like digital map data, GPS navigation and location-based services, licensing, royalty, annuity, subscription and customizing its products to customers.

M/s Brijesh Mathur & Associates, Chartered Accountants (Firm Registration No. 022164N) were appointed as the Statutory Auditors of the Company at the 25^th Annual General Meeting held on 16/12/2020 to hold office for a period of 5 years till the conclusion of 29^th Annual General Meeting of the Company to be held in Year 2025. There are no explanations and comments required to be given by the Board as the auditor's report given by auditors of the Company doesn't contain any qualification, reservation or adverse remarks.

During the year under review, the statutory auditors has not reported to the Board, under sub-section (12) of section 143 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.

Santosh Kumar Pradhan, Practicing Company Secretary (CP No. 7647) was appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24, who had conducted the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiary are annexed herewith as "Annexure 6A and 6B".

The Secretarial Auditors' Report doesn't contain any qualification, reservation or adverse remarks.

M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N), were appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended 31^st March, 2024 in the Board meeting held on 22^nd April, 2023. Further M/s Gupta Ajay & Associates, Chartered Accountants (FRN: 022319N) were also re-appointed as Internal Auditors of the Company for conducting the Internal Audit functions for the year ended 31^st March, 2025 in the Board meeting held on 21^st May, 2024.

Section 148 of the Companies Act, 2013 read with the rules made there under, the provisions of Cost Audit is not applicable on the Company during the year under review.

Your Company has effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31^st, 2024.

Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis. M/s Brijesh Mathur & Associates, Chartered Accountants the statutory auditor of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

The internal audit is entrusted to M/s Gupta Ajay & Associates, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, our audit committee has concluded that, as of March 31^st, 20234, our internal financial controls were adequate and operating effectively

Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records, preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the Operating Management, and after due enquiry, it is confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

Independent Director 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 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013.

As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is in compliance of applicable Secretarial Standards.

The details of Sexual Harrasement Complaints received and their treatment during the year are as follows:

1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: N.A

4. No. of workshops or awareness programme against sexual harassment carried out: None

5. Nature of action taken by the employer or District officer: N.A

The Company has not received any significant order, demand or notice from any Regulatory Authority, Courts or tribunals impacting the going concern status and operations of the Company in future.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink https://www.mapmyindia. com/investor/mmi_polices/whistle_blower_policy.pdf

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social and Governance (ESG) disclosures along with assurance Business Responsibility and Sustainability Report core for their value chain. The Business Responsibility and Sustainability Report forms part of this Annual Report.

The Company has formulated the following policies and these policies are available on the website of the Company viz. https://www.mapmyindia.com/investor/

(a) Archival Policy;

(b) Code of Conduct for Board of Directors and Senior Management;

(c) Policy for determination of materiality of information;

(d) Diversity of Board of Directors Policy;

(e) Policy on Fair Disclosure Code;

(f) Policy on Familiarisation Program for Independent Directors;

(g) Policy for determining Material Subsidiaries;

(h) Code for prohibition of Insider Trading;

(i) Code of practices and procedures for fair disclosure of unpublished price sensitive information;

(j) Code of conduct to regulate, monitor and report trading by its designated persons and their immediate relatives;

(k) Policy on materiality of related party transactions and on dealing with related party transactions and guidelines;

(l) Vigil Mechanism / Whistle Blower Policy;

(m) Corporate Social Responsibility Policy;

(n) Anti- sexual Harassment Policy;

(o) Risk Management Policy;

(p) Nomination and Remuneration Policy;

(q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors;

(r) Policy on Preservation of Documents;

(s) Policy on Succession Planning; and events/

(t) Dividend Distribution Policy.

Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory and government authorities and for the valuable contributions made by the employees of the Company.