Cadsys (India) Ltd Directors Report

During the year under review, the company converted 25,00,000 warrants into equity shares of Rs. 10/- each. The necessary
listing and trading approvals were obtained from NSE Emerge and the requisite filings relating to the allotment of equity
shares were duly completed with the jurisdictional Registrar of Companies.

Your Company has one class of share, i.e., Equity Shares of face value Rs. 10/- each. The Authorized Share Capital of Your
Company is Rs. 1,200 lakhs comprising of 120 lakhs Equity Shares of Rs. 10/- each. The issued, subscribed and the Paid-up
Share Capital of Your Company post conversion of warrants as on March 31, 2025 is Rs. 1,000.25 lakhs.

The Board represents an optimum mix of professionalism, knowledge and experience. The Companys policy is to maintain
optimum combination of Executive, Non-executive Directors and Independent Directors.

The term of Nallani Chakravarthi Venkata Rangacharya as Managing Director and Nallani Chakravarthi
Padmaja as Whole-time Director of the Company came to an end on March 31, 2025. The Board of Directors,
subject to the approval of the members and in compliance with other applicable statutory requirements, has
re-appointed them for a further period of five years with effect from April 1, 2025, pursuant to the provisions of
Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies
Act, 2013 and the rules made thereunder.

Necessary resolutions seeking the approval of the members for the said re-appointments and the terms of
remuneration have been included in the Notice convening the Annual General Meeting. The Board
recommends the same for your approval.

In accordance with the provisions of the Companies Act, 2013, Madhavi Chilakamarri, Director of the company
retires by rotation at the ensuing AGM of the Company and being eligible, offers herself for re-appointment.
The brief profile of the Director is presented in this Annual Report.

In the opinion of the Board, the Independent Directors possess their requisite expertise and
experience and are persons of high integrity and repute. They fulfill the conditions specified in the
Companies Act, 2013 (‘the Act) as well as the Rules made thereunder and are independent of the
management.

The Board had constituted various Committees as required under the provisions of Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The provisions of Companies Act, 2013 read with Secretarial Standard - 1 issued by the Institute of Company
Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Committee
Meetings. The details of various committees constituted by the Board are covered hereunder:

Audit Committee was constituted to monitor, oversee and provide effective supervision of the managements
financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency,
integrity and quality of financial reporting. The Committee adheres to the compliance with the applicable
provisions under the Companies Act, 2013 and rules made thereunder. The Committees policy is available on
the website, at http://www.cadsystech.com/investor/

During the year under review, the Audit Committee had been reconstituted. Post such change, the composition
members of the Committee are shown below.

The Audit Committee met 4 times during the year under review on May 29, 2024, September 02, 2024,
November 14, 2024 and March 12, 2025. The necessary quorum was present for all the meetings held during such
year. The details of attendance of each Member at the Audit Committee meetings held during the year are as
under:

The Committee was constituted to screen and review individuals qualified to serve as executive directors, non-
executive directors and independent directors, consistent with criteria approved by the Board, and to
recommend, for approval by the Board, nominees for election at the General Meeting. The Committee also
designs, benchmarks and continuously reviews the compensation program for the Board and senior
management against the achievement of measurable performance goals. The Committee adheres to the
compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder. The
committee also regularly reviews from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and senior management employees and their remuneration.

During the year under review, the Nomination and Remuneration Committee had been reconstituted. Post
such change, the composition members of the Committee are shown below.

The Nomination and Remuneration Committee met 4 times during the year under review on May 29, 2024,
September 02, 2024, November 14, 2024 and March 12, 2025. The necessary quorum was present for all the
meetings. The details of attendance of each Member at the Nomination & Remuneration Committee meetings
held during the year are as under:

The Stakeholders Relationship Committee was constituted to review matters related to grievances of
Shareholders and Investors. The committee primarily focuses on review of investor complaints, its redressal and
queries received from investors i.e., transfer of Shares, issue of Duplicate Share Certificates, non-receipt of Annual
Reports, Dematerialization/ Re-materialization etc. and reviews the reports presented by the Share Transfer
Agents of the Company. The Committee adheres to the compliance with the applicable provisions of
Companies Act, 2013 and rules made thereunder.

The provisions of Companies Act, 2013 read with Secretarial Standards Issued by the Institute of Company
Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Board Meetings.
The details of the Board Meetings are covered hereunder:

During the FY 2024-25, the Board of Directors met 4 times dated May 29, 2024, September 2, 2024, November 14,
2024 and March 12, 2025.

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on
an arms length basis. Accordingly, these transactions are outside the purview of Section 188(1) of the Companies
Act, 2013. However, in accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of such transactions are provided in the prescribed Form AOC-2, which forms part of this
Report as Annexure-II.

The Audit Committee periodically reviews all Related Party Transactions to ensure their compliance with the
applicable laws and the Companys internal policies. Wherever necessary, prior approval of the Audit Committee
and/or the Board of Directors is obtained in respect of such transactions.

During the year under review, your Company had accepted unsecured loans from Directors in accordance with the
applicable provisions of the Companies Act, 2013. However, the said loans were fully repaid within the same financial
year.

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

The Company has not accepted any public deposits during the year, and accordingly, there were no outstanding
amounts of principal or interest on such deposits as on March 31, 2025.

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure-III.
Further, the Company has no employee drawing remuneration exceeding the limits prescribed under Section
197(12) of Companies Act, 2013 read with Sub-Rule 2 of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Risk management involves the identification, assessment, and prioritization of risks, followed by coordinated
measures to minimize, monitor, and control the likelihood or impact of adverse events, or to enhance the realization
of potential opportunities. The Company has established a comprehensive risk assessment and mitigation
framework, which is periodically reviewed by the Audit Committee and approved by the Board of Directors.

The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR)
Regulations, 2015 is provided in the Corporate Governance Report. The Whistleblower policy is available on the
website of the Company.

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of
the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

The Company is listed under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009, i.e., on SME Platform of National Stock Exchange of India Limited - NSE EMERGE. As such, according to
Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your
Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the
stakeholders of the Company.

No material events or commitments, apart from those disclosed in this Report, have taken place after the end of the
financial year that would have a bearing on the Companys financial position.

The Company is committed to fostering a safe, respectful, and inclusive work environment that is free from sexual
harassment and any form of gender-based discrimination. In line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a
comprehensive policy on the prevention of sexual harassment at the workplace. An Internal Complaints Committee
(ICC) has been duly constituted in accordance with the requirements of the Act to provide an effective mechanism
for addressing complaints related to sexual harassment.

The Company has complied with all provisions relating to the constitution and functioning of the ICC. During the
financial year 2024-25, no complaints pertaining to sexual harassment were received by the Company.

The Company had, during the year, complied with the provisions of the Maternity Benefit Act, 1961.

Ministry of Corporate Affairs vide its notification dated March 24, 2021 has come up with the Companies (Accounts)
Amendment Rules, 2021 mandating the Companies to disclose the following details under rule 8, in sub-rule (5) of
The Companies (Accounts) Rules, 2014 w.e.f 01^st April, 2021. Details pursuant to said amendment are as follows:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate
social responsibility.

There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going
concern status and Companys operations in future.

Based on the internal financial control framework and compliance systems established by the Company, along with
the reviews carried out by the Management, Internal Auditors, Statutory Auditors, Secretarial Auditors and the Audit
Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating
effectively with reference to the financial statements for the financial year 2024-25.

The Company has implemented internal financial controls commensurate with the size and nature of its
operations. These controls ensure the orderly and efficient conduct of business, adherence to policies,
safeguarding of assets, prevention and detection of frauds and errors and accuracy of financial records and
reporting. Further details regarding internal financial controls are provided in the Management Discussion
and Analysis Report and in the Independent Auditors Report, forming part of this Annual Report.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company
at its 28^th Annual General Meeting (AGM), had appointed M/s. Darapaneni & Co., Chartered Accountants (Firm
registration No. 000685S), Chartered Accountants, as the Statutory Auditors of the Company for a term of five
consecutive years, from the conclusion of said AGM until the conclusion of the 33^rd Annual General Meeting to be
held in the year 2025.

In accordance with the provisions of the Act, M/s. Darapaneni & Co. shall retire at the conclusion of the 33^rd AGM. The
Board of Directors, based on the recommendation of the Audit Committee, proposes the appointment of M/s.
Narven Associates, Chartered Accountants (Firm Registration No. 005905S), as the Statutory Auditors of the
Company in place of the retiring auditors, for a term of five consecutive years from the conclusion of the 33^rd AGM
until the conclusion of the Annual General Meeting to be held for the financial year 2029-30.

Further, the remuneration of the Auditors shall be determined by the Board of Directors in consultation with the
Auditors.

Explanation to Auditors Remarks - The observations made by the Statutory Auditors in their Report read with the
relevant notes as given in the Notes on Accounts for the year ended on March 31, 2025, are self-explanatory and
therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

M/s. J. Madhava & Co., Chartered Accountants, were re-appointed during the year under review to perform the
duties of internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to
time.

Pursuant to the provisions of Sections 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Atluri Ramesh & Associates,
Company Secretaries to undertake the Secretarial Audit of the Company for the year ended on March 31, 2025. The
Secretarial Auditors Report for the year ended March 31, 2025 forms part of this report as Annexure-IV.

The provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules,
2014, is not applicable to the Company. Hence, the Company has neither maintained any cost records nor
appointed any Cost Auditor.

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 Boards report,
which forms part of this Integrated Annual Report.

Your directors wish to place on record their gratitude to members for the confidence reposed by them and thank all
the members, customers, Bankers, Registrar to the Company, dealers, suppliers and other business associates for
their contribution to your Companys growth. Your directors also wish to place on record their appreciation for the
contribution made by the employees at all levels without whom the growth of the Company is unattainable. Your
directors also thank the Central/State Government, for their support. Your directors seek and look forward for the
same support in future.