abm knowledgeware ltd Directors report

To the Members of

ABM KNOWLEDGEWARE LIMITED

Your Directors are delighted to present the 30^th Annual Report of the Company along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED):

( In Lakhs)

Particulars	Consolidated		Standalone
	Year ended		Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Gross Income	9,885	11,425	8,284	10,156
Profit Before Interest and Depreciation	2,177	2,095	1,822	2,096
Finance Charges	26	35	26	35
Gross Profit	3,118	2,785	2,184	2,400
Provision for Depreciation	300	247	123	118
Profit Before Tax	1,851	1,813	1,673	1,943
Provision for Tax	397	416	385	459
Profit after tax	1,455	1,397	1,288	1,485
Non-Controlling Interest for the year	(132)	69	N/A	N/A
Profit after tax attributable to owners of the Company	1,323	1,467	1,288	1,485
Surplus - Opening Balance	18,966	17,767	18,921	17,704
Amount Available for Appropriation	20,288	19,234	20,209	19,189
Other Comprehensive (Income) / Loss (net of tax) attributable to owners of the Company	6	(18)	7	(18)
Dividend and Dividend tax paid during the year	(250)	(250)	(250)	(250)
Surplus - closing balance	20,044	18,966	19,966	18,921

The Company has performed well despite the challenges and recorded an increase in the Consolidated Gross Profit and PBT. The Profit attributable to owners is seen on the lower side, due to the non-conversion of the CCPS owned by the Company into equity shares in the subsidiary.

2. OPERATIONS OF THE COMPANY:

There has not been any significant change in the Companys operations compared to last year. The level of operations has been on the lower side as most of the projects have moved into the support phase. ABM has been encouraging employees to Work from Office partially to follow a hybrid model.

The IT industry was facing unusual attrition rates and the cost of manpower had also increased substantially compared to the standard benchmarks. The attrition rates have been lowered in the past couple of quarters.

3. DIVIDEND :

Based on Companys performance and keeping in mind the shareholders interest, the Directors have recommended a Final Dividend @ 25% i.e. 1.25/- per Equity Share of Face Value of 5/- each for the Financial Year ended 31^st March, 2023. The payment of Final Dividend is subject to the approval of Members at the 30^th Annual General Meeting ("AGM") of the Company. The dividend if approved, by the members will be paid on or before Thursday, 07^th September, 2023, to the members whose names appear in the Register of Members, as on the Record Date.

The Dividend if approved, would involve a cash outflow of 2,50,02,750/-. In view of the changes made under the Income- tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the

Shareholders. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

4. TRANSFER TO RESERVES :

Your Directors do not propose to transfer any amount to the General Reserve out of the current years profit.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, 3,77,122/- of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL:

As on 31^st March, 2023 the Authorized share capital of your Company was 12,50,00,000/- consisting of 2,50,00,000 Equity Shares of 5/- each and paid up equity share capital was 10,24,15,000/- consisting of 2,00,02,200 fully paid up equity shares and 6,97,800 forfeited equity shares of 5/- each.

During the year under review, the Company has not issued any shares or Bonus shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares. The Company has not bought back any of its equity shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or the Listing Regulations. In accordance with the provisions of the Section 152 of Companies Act, 2013, Mrs. Supriya P. Rane, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

We would like to further inform that based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on 26^th May, 2023, has re-appointed Mr. Devendra Parulekar for a second term of five consecutive years with effect from 10^th August, 2023 and for a term up to 9^th August, 2028 subject to the approval of the Members. Also, based on recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 26^th May, 2023 has approved payment of existing remuneration to Mr. Prakash B. Rane, Managing Director as set out in the resolution w.e.f.1^st April, 2023, for the residual tenure of his office ending on 31^st March, 2025, subject to the approval of Members.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the provisions of the Act, read with the Rules made thereunder and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b) they have complied with the Code for Independent Directors prescribed under Schedule IV of the Act; and

c) they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation. Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Prakash B. Rane, Managing Director, Mr. Paresh Golatkar, Chief Financial Officer and Mrs. Sarika Ghanekar, Company Secretary are the Key Managerial Personnel of the Company as on 31^st March, 2023. There has been no other change in the Director and Key Managerial Personnel (KMPs) of your Company during the year under review.

8. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, BOARD EVALUATION AND DETAILS OF FAMILIARISATION PROGRAMS:

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees, forms part of the Corporate Governance Report of this Annual Report. Annual Board Evaluation process for Directors has also been provided under the Report on Corporate Governance.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.abmindia.com. The Company has issued a formal letter of appointment to the Independent Director in the manner as provided in the Companies Act, 2013. The terms and conditions of the appointment have been disclosed on the website of the Company.

9. MEETINGS :

During the year Seven (7) Board Meetings and five (5) Audit Committee Meetings were convened and held. For the details of the meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

InstaSafe Technologies Private Limited ("InstaSafe"), a subsidiary of your Company, is a leading Cloud based Security- as-a-Service solution provider delivering comprehensive and uncompromising protection to mobile and remote workers enabling them to safely and securely access enterprise apps, email and web from anywhere on any network. "InstaSafe Inc" is wholly owned subsidiary of InstaSafe Technologies Private Limited incorporated in Delaware, United State of America.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary company in Form AOC-1 is attached herewith. The separate audited financial statements in respect of the subsidiary company are available on the website of the Company at www.abmindia.com. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

As on 31^st March, 2023 the Company does not have any Joint venture or Associate Company.

11. PERFORMANCE OF SUBSIDIARY COMPANIES:

As the hybrid world settles into permanency and the need to stay protected continues across organizations & businesses, InstaSafe stands prepared to capture this market momentum with their strong trust on R&D efforts. The outlook for Financial Year 2023-2024 is to continue to stay focussed and execute as they continue to operate in a challenging VUCA environment.

InstaSafe was featured as Leader at "SPARK Matrix: Zero Trust Network Security, 2022" by Quadrant Knowledge Solutions (Sep 2022) and a Consistent Leader of G2 Grid in ZTNA Category.

Internally InstaSafe have been making conscious changes within themselves to enable them to win through the right combination of people, processes and technology and staying profitable as a company. These initiatives will reap us rich benefits towards value creation in this Financial Year.

12. STATUTORY AUDITORS & AUDITORS REPORT:

In terms of provisions of Section 139 of the Act, M/s. Borkar & Muzumdar, Chartered Accountants(Firms Registration No. 101569W) were re-appointed as Statutory Auditors of the Company at 26^th the Annual General Meeting (AGM) held on 16^th August, 2019 to hold the office till the conclusion of 31^st AGM of the Company.

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. Hence, it is an unmodified opinion in terms of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. SECRETARIAL AUDIT REPORT:

In line with the requirement of Section 204 of the Companies Act, 2013, the Company has undertaken Secretarial Audit for the Financial Year 2022-2023 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Board has appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the Company for the year ended on 31^st March, 2023. The Secretarial Audit Report issued by Mr. Upendra Shukla in Form No. MR-3 forms part of this Annual Report and is an Annexure to the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with all applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and dividend.

15. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. The Management duly considers and takes appropriate action on recommendations made by the Statutory Auditors, Internal Auditors and Audit Committee of the Board of Directors. The Company has appointed M/s. S.P Sule & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2022-2023.

16. CORPORATE GOVERNANCE:

The Company places great importance on maintaining the highest standards of Corporate Governance. It recognizes

that good governance practices not only promote transparency and accountability but also contribute to the overall credibility and trustworthiness of the organization. The Company has also implemented several best governance practices. Your Company has complied with the governance requirements provided under the Companies Act, 2013 and listing regulations.

A separate Report on Corporate Governance together with Auditors Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. The said certificate is signed by Mr. Prakash B. Rane, Managing Director and Mr. Paresh Golatkar, Chief Financial Officer of the Company.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Industry Structure and Development:

India has made significant strides in e-governance over the past decade, emerging as a leader in the digital revolution. Through a combination of government initiatives, private-sector partnerships, and innovative technologies, the country has enhanced public services and improved overall governance. As we look towards the future, its essential to understand the current landscape, opportunities, and challenges in the realm of e-governance in India.

Indias e-governance landscape has evolved rapidly thanks to initiatives like Digital India and the National e-Governance Plan (NeGP). These programs have aimed to transform public service delivery and make government more accessible, efficient, and transparent. Some of the visible achievements include:

1. Aadhaar: A unique identification number for every citizen that has improved access to various government services and welfare programs.

2. Unified Payments Interface (UPI): A real-time payment system that has revolutionized digital transactions.

3. e-NAM: A pan-India electronic trading portal for agricultural commodities, streamlining the marketing of agricultural produce.

4. DigiLocker: A digital locker system to store and share critical personal documents electronically.

5. DBT: Direct Benefit Transfers of assistance to the bank accounts of the recipients.

B. Existing Opportunities and Outlook:

The growing digital infrastructure in India presents several opportunities for further growth and expansion of e-governance:

1. Bridging the Digital Divide: Ensuring equitable access to digital services across urban and rural areas by improving infrastructure, digital literacy, and affordability.

2. Public-Private Partnerships: Collaboration between the government and private sector to develop innovative solutions for e-governance and share expertise, resources, and technology.

3. Smart Cities: Leveraging technology to create sustainable, efficient, and citizen-centric urban centers.

4. Artificial Intelligence (AI) and Big Data: Harnessing AI and big data analytics for better decision-making, personalized services, and improved efficiency in public service delivery.

5. Cyber security: Strengthening cyber security measures to protect sensitive data and ensure the integrity of e-governance services

While the above gives an idea about e-Governance in general, ABM is in a specific niche of e-Governance dominated by Urban Administration. With the impact of the pandemic slowly tapering off, we expected more opportunities in our segment. Smart City Mission was to come to an end in June 2023. It was extended by one year, mainly allowing incomplete projects to be completed. There have been few new tenders in this space during the last year.

GoI has also undertaken an initiative for a large-scale rollout of a municipal ERP to be provided free of cost to willing states through empaneled Implementation Partners. ABM has started working on this opportunity using the in-depth experience of implementing different types of municipal ERPs across India. ABM has already won two state -wide projects, which are under implementation.

ABM has continued its efforts to develop more opportunities in the 5DBIM segment however the traction from potential customers is lower than expected.

ABM has continued to focus on education segment by tying up with the reputed providers such as industry 4.0 solutions to provide a Center of Excellence for technical education institutions. These efforts have yet to give significant results. ABM expects better results during the current year.

ABM has started the new Financial Year with approximately 175+Crs order book to be executed in 2-3 years.

C. Business Threats:

The Company has faced some challenges during the last year. It includes significant delays due to political turmoil in the home state delaying many opportunities built painstakingly, unexpected continued impact on project execution in the Urban Space and slowing down of Smart City Mission. This is likely to impact the current year revenues and profitability significantly.

D. Business Strategies and Planning :

The Company is planning to de-risk the single govt vertical in the form of municipal bodies. As mentioned above, different initiatives are undertaken to build adjacent businesses. The strategy of working closely with existing prestigious customers and retaining them will continue with due consideration to the increased competition in some of the Companys key accounts.

The Company has invested in a Silicon Valley Agri-tech start-up with a road map to acquire a majority stake. Hopefully, this will help ABM to diversify into new geographies as well as new vertical.

E. Human Resource Management :

ABMs Human Resource workforce aims to achieve the organizations goals and objectives through various HR interventions related to Inclusive Work Culture, Learning & Development, and Employee Motivation.

ABMs objective is to acquire, develop, utilize, and retain efficient employees for mutually rewarding associations.

ABM thus continues to stay on course with our approach to Human Capital Management with key initiatives in areas like Upskilling & Reskilling and Competency Building, Reward and Recognition, Employee Engagement, Open & Fair Work Environment, and Staff Augmentation.

1. Upskilling and Competency Building:

ABM has always believed in upskilling and reskilling of the employees which helps us to prepare for the changes

happening now. These activities also get businesses ready to handle fast-approaching developments, which may require more agility.

ABM also ensured that the terminology of training is renamed as a workshop so that the employees get maximum benefit through quality learning interventions. A workshop is basically defined as an interactive meeting in which a group of people goes through a series of activities to solve a problem or work on a particular assignment using various tools & techniques. Here, during the Financial Year 2022-2023, ABM initiated multiple workshops for employees who are working in various capacities. This has not only helped in the enhancement of the employee skills but also helped in improvising quality support to our clients. Also, these enhanced employee capabilities are helping the organization in sustaining existing business and likewise get more business opportunities. The said workshops were delivered in both the manner i.e., online & offline.

To name a few, below were the workshops:

• Effective Business Communication

• Java Full Stack

• Microsoft Project Tool

• SAP - HANA

• Statistics

• Building & Enhancing Sales Capability

• Funds Management

• Apache Nifi

• Labour Law

2. Reward and Recognition:

The Human Resource Team had driven the revamped rewards and recognition program which is named as "The Diamonds" - A League like never before.

The said reward and recognition are aimed at:

• Recognize and reward employees superior contributions on time and every time.

• Create a performance-based culture, and increase employee satisfaction, engagement & motivation.

• Retain critical employees and attract business-critical talent from the job market.

• Offer better employee experience.

Below are the key rewards categories:

1. Employee of the Month - Rockstar Rookie

2. Employee of the Quarter - Gladiator

3. Employee of the Year - ACE

4. Customer Success Champion

5. Service Rewards - for the employees who have completed a specific no. of years of service viz. 3, 5, 10, 15, 20 and 25.

3. Employee Engagement:

Employee engagement is highly valued at ABM, which aims to connect all four pillars viz. Well-being, Company culture, Learning and Development, and Recognition. Interactions between team members, colleagues, and managers play an important role here. It is about creating a sense of community and fostering a positive work culture

where everyone feels valued and supported.

ABM thus continued to celebrate Happy Hour across different regions - Bhopal, Delhi, Mumbai, Raipur, etc.

The celebration of Happy Hours and the Rewards & Recognition event was one of HRs prominent initiatives. This program was basically to honour the winners nominated in various award categories. The said event took place in Mumbai, wherein employees located in the Mumbai region were part of this grand celebration.

HR also organized multiple festival events namely:

• Ganesh Chaturthi

• Independence Day

• Dussehra

• Diwali Mania

• Christmas

4. Open & Fair Work Environment:

ABM has always ensured to maintain an open and inclusive work environment through various policies & practices such as:

• Equal Opportunities & Non-Discrimination.

• Prevention of Sexual Harassment (POSH) policy.

• Open and transparent communication through various HR policies and employee forums. For E.g. Whistle-blower policy, Team meetings, 1 on1 discussions.

• Equal opportunity for employees to learn and grow within the organization.

5. Staff Augmentation:

ABM always believed and thus continues to leverage its strength in the e-governance domain by providing quality manpower to various PSUs and state government agencies. Staff augmentation in ABM has acted as a bridge between the available talent pool with required skills and the availability of short / long-term positions in the market. Staff augmentation is increasingly becoming the most sought-after recruitment model as it entails a flexibility in the workforce. This further helps in faster recruitment for the defined projects as per RFP, thereby expanding the team as required.

ABM has assisted multiple clients in staff augmentation viz.

1. National Mineral Development Corporation (NMDC)

2. Madhya Pradesh State Electronics Development Corporation (MAP - IT)

3. Maharashtra Information Technology (MAHA - IT)

4. Chhattisgarh Infotech Promotion Society (CHIPS)

6. Headcount:

S. No.	Year	Current Headcount*
1	April 2021 - March 2022	439
2	April 2022 - March 2023	422

* excludes full time associates.

F. Discussion on financial performance with respect to the operational performance (Standalone & Consolidated):

( In Lakhs)

	Consolidated		Standalone
Particulars	Year ended		Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Gross Income	9,885	11,425	8,284	10,156
Total Expenditure	6,628	8,138	5,386	6,813
i) Operating Expenses	1,249	3,508	1,194	2,986
ii) Expenditure (excluding Operating Expenses)	5,379	4,631	4,192	3,827
Gross profit	3,118	2,785	2,184	2,400

The Company has achieved stellar growth in Gross Profit despite revenue reduction due to the excellent performance of its Cybersecurity subsidiary.

G. Key Financial Ratios:

As per the SEBI (Listing Obligations and Disclosure Requirements 2018) Amendment Regulations 2018, the Company is required to give details of significant changes (changes of 25% or more compared to the immediately previous Financial Year) in key financial ratios.

Standalone Ratios :

Ratios	Unit	March 2023	March 2022
Debtors Turnover Ratio	Times	1.98	3.03
Current Ratio	Times	7.21	6.28
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	19.62%	17.76%
Return on Net worth	%	6.17%	7.35%

Consolidated ratios :

Ratios	Unit	March 2023	March 2022
Debtors Turnover Ratio	Times	2.21	3.23
Current Ratio	Times	6.43	6.22
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	18.24%	14.61%
Return on Net worth	%	6.31%	7.25%

There are no significant changes (Change of 25% or more as compared to last year) in the other key financial ratios that are identified by the Company except Debtors Turnover Ratio which is decreased significantly on account of decline in sales and increase in average receivable.

18. RISK MANAGEMENT:

There are no changes in the risk perception and mitigation strategies compared to previous years except for relooking at the Core Business Model.

The Company has developed and adopted a Risk Management Policy that ensures the appropriate management of risks in line with its internal systems and culture. The Company perceives risk management as a means of value optimization. The Company also recognizes the importance of internal controls and risk management in sustaining business continuity. The company endeavors to make risk management and control essential components of the business environment exposed to different modalities of risks arising from internal and external sources. Risks are assessed department-wise such as financial risks, information technology-related risks, legal risks, accounting fraud, etc. It further assists the Board in fulfilling its corporate governance oversight responsibilities about identifying, evaluating, and mitigating operational, strategic, and external environment risks.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

The following elements of risks can impact the performance of the Company.

1. Core Business Model: Over the past two decades, the Company has established undisputed leadership in the Category of e-Municipality. The Company has earned an exemplary reputation for implementing successful projects when most other competitors had minimal success. However, the challenges faced in implementing projects successfully, demand and block vital resources such as Senior management bandwidth, Talented resources Bandwidth, and Financial resources on a much larger scale than the usual non-govt IT Services business. It poses restrictions on faster growth and less than usual returns on talent and finances. The Company is evaluating this situation and plans to evolve a mid to longterm strategy to minimize such impact / risk due to the prevailing core business model of the Company.

2. Industry: With the movement to Digital Technologies, ABM will have to tweak its offerings by making necessary sales and solution strategy changes.

3. Supply-side risk for talent acquisition: The IT industry is characterized by its constant supply constraints due to technological advancements and personal growth sought by the employees. With a growing customer base and mission- critical projects, the unavailability of the right skilled resources at the right time in the correct quantity can pose a risk.

ABM has adopted a strategy of taking fresh graduates and training them specifically for technologies and domain-specific to ABM. Further, the Company constantly trains and re-trains existing resources for different skills and technologies. Suitable HR practices are adopted to minimize the attrition rate. Lateral hiring is done to bring in fresh leaders.

4. Operational efficiency: The operational risk is mainly associated with client acquisition, execution of projects, information security and continuity of customers business operations. The Company has project-level monitoring where such risks are identified and escalated to the board for suitable corrective measures on time. Security measures for WFH employees have been implemented for safe access of ABM servers. In addition, employees are regularly updated on the cyber risks and care to be taken while using remote access.

5. Reputation: The Companys projects are in the Government sector, which is necessarily funded by public finance. This aspect may expose the Company to the risk of motivated public scrutiny from elements that are adversely affected by the success of the project, leading to transparency and sometimes competition. The Company strictly follows the Govt. processes of procurement. It executes projects with the highest possible standards of ethics and the best industry processes. Employees are made aware of the company policy and ensure the proper code of conduct is followed uniformly across projects. The Company has published its code of conduct for the benefit of employees. This has been helping the Company so far to win over the confidence of customers, even in situations of motivated public scrutiny aimed at hurting the reputation of the Company.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT:

No planned material changes or commitments made by Company will affect the Companys financial position during the period mentioned above except the continued investment in the Silicon Valley based Agri tech company as intimated earlier to Stock Exchange. The liquid cash available with the Company is being utilized for this acquisition.

20. CODE OF CONDUCT :

The Company has adopted the Code of Conduct and ethics for all Board Members and Senior Management and this is strictly adhered to. A copy of the Code of Conduct is available on the website of the Company www.abmindia.com. In

addition, members of the Board and Senior Management also submit, on an annual basis, the details of individuals to whom they are related and entities in which they hold interest and such disclosures are placed before the Board. The members of the Board inform the Company of any change in their directorship(s), chairmanship(s) / membership(s) of the Committees, in accordance with the requirements of the Companies Act, 2013 and Listing Regulations.

The members of the Board and Senior Management have affirmed their compliance with the Code and a declaration signed by the Managing Director and Chief Financial Officer of the Company annexed to this report.

21. AUDIT COMMITTEE COMPOSITION :

The Composition of the Audit Committee is as per Section 177 of the Companies Act, 2013 and the Listing Regulations. The Constitution, meetings, attendance and other details of the Audit Committee are given in the Corporate Governance Report which is part of the Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

22. VIGIL MECHANISM :

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower Policy to provide a mechanism for the Directors and employees to report their grievances, genuine concerns about unethical behavior, actual or suspected fraud, and violation of the Companys Code of Conduct.

As per the requirements of Schedule V of the Listing Regulations, the Company confirms that no personnel have been denied access to the Audit Committee. Furthermore, there were no complaints reported during the year under the vigil mechanism.

Brief details about the policy are provided in the Corporate Governance Report attached to this Report. The Whistle Blower Policy is available on the website of the Company.

23. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has in place a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, the disclosure requirements and procedure thereto. The Company endeavors to preserve the confidentiality of Unpublished Price Sensitive Information and to prevent misuse of such information. With respect to this, the Company has also developed a Code for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information. This code is prepared in accordance with Regulation 9(1) and Schedule B of the SEBI (Prohibition of Insider Trading) Regulation 2015 as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2020. The Company regularly reminds the Employees about their obligation under the policies and also informs about prevention of insider trading into the securities of the Company.

The Company Secretary is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

24. RELATED PARTY TRANSACTIONS:

In line with requirement of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised Policy on Related Party Transactions which is also available at Companys website www.abmindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions are placed before the Audit Committee for approval for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis, which is reviewed and updated on quarterly

basis. None of the Directors of the Company have any significant pecuniary relationships or transactions with the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

25. ANNUAL RETURN:

As required, pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2022-23, is available on the Companys website at

https://abmindia.com//uploads/Final%20Categorv%20wise/202307071725Q1 Annual Return 2022-2023.pdf

26. CORPORATE SOCIAL RESPONSIBILITY:

Social responsibility has always been at the forefront of ABMs operating philosophy and as a result the Company consistently contributes to socially responsible activities. Corporate Social Responsibility Policy is deep rooted in the Companys core values of quality, reliability and trust and driven by our aspiration for excellence in the overall performance of our business. Being a responsible corporate citizen, our CSR initiatives are focused at delivering maximum value to the society. Companys approach to CSR has been more than just compliance.

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 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy which is published on its website www.abmindia.com.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. The Particulars of investments have been disclosed in the Financial Statements.

28. PREVENTION OF SEXUAL HARASSMENT (POSH) AT WORKPLACE:

The Company is committed to ensuring that all employees work in an environment that not only promotes diversity and equality but also mutual trust, equal opportunity and respect for human rights. The Company is also committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment.

The Company has adopted a Policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules thereunder. The Company has also formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. While maintaining the highest governance norms, the Company has appointed external independent person who works in this area and has the requisite experience in handling such matters, as member of Internal Complaints Committee. The Company has ensured a wide dissemination of the Policy and have conducted various online / offline training sessions and awareness programmes for all employees across the Company. The Company has not received any complaint of sexual harassment during the Financial Year 2022-2023.

29. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure to this Report. Details of employee remuneration as required under provisions of Section 197 of

the Act and Rule 5(2) and 5(3) of the Rules, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

30. CONSERVATION OF ENERGY:

Your Company consumes energy mainly for the operation of its software development, thus the consumption of electricity is negligible. In order to conserve the electricity, the air conditioners are kept at a moderate temperature and all the electrical equipment are tu rned off, whenever they are not required by the office staff.

31. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION AND RESEARCH AND DEVELOPMENT:

ABM is building competence in new areas like Digital Technologies,5DBIM etc. Automation of internal processes by adhering to quality processes is also a focus area. There is no specific budget for R and D, however continuous technological improvement of flagship solutions are being done regularly.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

( In Lakhs)

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo*	1,303.88	26.00

• Foreign Exchange Outgo for the current year includes investment in Scanit Technologies, INC ("Scanit"), California, Silicon Valley, USA.

33. LISTING FEES:

The equity shares of the Company are listed on BSE Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

34. OTHER DISCLOSURES:

During the year under review:

• no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company or its operations;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• no public deposits as defined under Chapter V of the Act have been accepted by the Company.

• there has been no change in the nature of business of the Company.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Board of Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 or Loss of the Company for that period;

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

d) They have prepared the Annual Accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation to all Shareholders, Business Associates, Clients, Vendors, Banks, Financial Institutions, Central and State Government Organizations, Regulatory Authorities, for their continued co-operation and support which was a great help to us in managing our continued growth. We acknowledge their contributions and commit ourselves to continue and strengthen this fruitful alliance in all times to come.

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.

	For and on behalf of the Board
	Sd/ -	Sd/ -
Date : 26th May, 2023	Prakash B. Rane	Sharadchandra D. Abhyankar
Place: Mumbai	Managing Director	Director
	(DIN: 00152393)	(DIN: 00108866)