Cambridge Tech. Director Discussions


DEAR MEMBERS,

Your Directors present their Report together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE/SUMMARY

(Rupees in Crores)

Standalone

Consolidated

Particulars

31st March 2023 31st March 2022 31st March 2023 31st March 2022

Revenue from operations

63.06 46.48 181.99 112.24

Total Expenses

60.45 43.71 174.75 102.52

Profit Before Tax

4.96 3.76 10.17 11.76

Tax Expense / (Tax Benefit)

1.40 1.70 2.00 1.96

Profit after tax

3.56 2.06 8.17 9.80

Total Comprehensive Income

3.40 2.20 11.76 10.65

Reserves & Surplus

26.30 22.92 79.15 65.76

EPS

1.81 1.05 4.15 4.99

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS FOR THE FY 2022 - 23

The Company primarily operates in the software development. Our Company is a global business & technology services company. Our gamut of end to-end services in AI, data, applications, infrastructures, and cloud can help with every unique, complex challenge. Our expertise in a wide range of domains and industries, help businesses unlock value to stay ahead and relevant in a changing world. Application Services - As an end-to-end service provider, we help clients design, build and deploy robust applications that help unlock the true potential of your business with an AI-led approach. We enable navigate legacy or SaaS applications complexities to drive measurable performance and growth with an agile methodology and innovation at the core of your application lifecycle. We help create custom apps that drive personalization, engagement, user experiences and increase time-to-market. Infrastructure and Cloud Services - Fast track digital transformation and migration with services that cover the entire IT infrastructure stack with AI and automation. Modernize client IT infrastructure by designing, managing, migrating, and monitoring them better with the agile and DevOps processes. Get complete compliance and governance support for accurate infrastructure and cloud deployment across all environments, embedding best practices and business continuity. Make clients cloud accessible, scalable, agile, efficient, reliable, secure, and flexible with 24/7 global cloud management services, including private or public cloud like AWS, Google, or Microsoft Azure. AI and Data - We help businesses simplify, modernize, and automate processes with machine learning and data- backed personalization that embed business intelligence with AI. We help imbibe transparency, visibility, and value with an AI-first approach through AIaaS models across various consumption models and hybrid multi-cloud architectures. With pre-built and pre-integrated AI solutions and ML models, we enable businesses to build, deploy, configure solutions faster, improve process automation, detect anomalies, and get data-driven insights.

There has been no change in the business of the Company during the financial year ended March 31, 2023. Please refer our website www.ctepl.com for details on business.

During the financial year under review, your Companys revenue increased by 36% on standalone basis. On standalone basis, revenue from operations of your company for the financial year ended March 31, 2023 is Rupees 63.06 crores ("cr”) as compared to Rupees 46.48 cr for the financial year ended March 31, 2022. Profit after tax increased by 73% to Rupees 3.56 cr for the year ended 31st March 2023 as compared to Rupees 2.06 cr for the same period last year. Total

comprehensive income increased by 54% to Rupees 3.40 crores for the year ended 31st March, 2023 as compared to Rupees 2.20 cr for the same period last year. Reserves and Surplus have increased from Rupees 22.92 cr in FY 2021-22 to Rupees 26.30 crores in FY 2022-23.

Further, on consolidated basis, total revenue from operations of your company increased by 62% to Rupees 181.99 cr for the financial year ended March 31, 2023 as compared to the previous years total revenue of Rupees 112.24 cr. Profit after tax decreased by 16.63% to Rupees 8.17 cr for the year ended 31st March 2023 as compared to Rupees 9.80 cr for the same period last year. Total comprehensive income increased by 10.43% to Rupees 11.76 cr for the year ended 31st March, 2023 as compared to Rupees 10.65 cr for the same period last year. Reserves and Surplus have increased from Rupees 65.76 cr in FY 2021-22 to Rupees 79.15 cr in FY 2022-23.

The Company has adopted Ind AS from 1st April, 2017. The audited financial statements (both standalone and consolidated) prepared in accordance with Section 129 and Section 133 of the Companies Act, 2013 read with the rules made thereunder ("the Act”) and applicable Indian Accounting Standards (Ind AS) along with the Auditors Report form part of this Annual Report.

As required under Section 136 of the Companies Act, 2013, audited financial statements including the consolidated financial statements and all other documents required to be attached thereto and audited or unaudited accounts, as the case may be, of each of its subsidiaries whose accounts are consolidated are available on the website of the company i.e., www.ctepl.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

REPORT ON SUBSIDIARIES/JOINT VENTURE

As on March 31, 2023, the Company has three wholly owned subsidiaries viz., CTE Web Apps Private Limited, India, Cambridge Technology Inc., USA and Cambridge Technology Investments Pte. Ltd., Singapore; one Subsidiary viz., FA Software Services Private Limited, India and 3 step- down subsidiaries viz., M/s Cambridge Innovation Capital LLC, USA, M/s Cambridge Biz Serve Inc., Philippines and M/s CT Asia SDN. BHD., Malaysia (formerly known as CT Software Solutions SDN. BHD., Malaysia.)

Names of companies which have become Subsidiaries, joint ventures or associate companies during the financial year 2022-23:

The following companies have become Subsidiaries during the financial year 2022-23:

FA Software Services Private Limited and CTE Web Apps Private Limited.

1. The Company has completed acquisition of 80% of voting rights/equity shares of FA Software Services Private Limited during the period ended March 31, 2023. The cost of acquisition or the price at which 80% of the shares are acquired is (a) Upto INR 10,25,41,250/- (Rupees Ten Crores Twenty Five Lakhs Forty One Thousand Two Hundred Fifty Only) to clear liabilities of FASSPL and (b) INR 6,00,000/- (Rupees Six Lakhs Only) to existing Shareholders of the said Company.

2. CTE Web Apps Private Limited was incorporated as Wholly Owned Subsidiary during the period ended March 31, 2023.

Names of companies which have ceased to be Subsidiaries, joint ventures or associate companies during the financial year 2022-23: Not Applicable

The Company does not have any joint venture or associate companies as on March 31, 2023. Highlights of Performance

FA Software Services Private Limited, which became a subsidiary of the Company w.e.f March 20, 2023 had net revenue of Rupees 20.01 cr during the period under review. The net profit after tax is Rupees 10.10 lakhs in FY 2022-23. Net Assets on consolidated level are increased to the

extent of 174.17 lakhs. Cambridge Technology Inc., USA, had net revenue of Rupees 149.26 cr during the year as compared to Rupees 104.52 cr during the previous financial year. The net profit after tax is Rupees 1.87 cr in Fy 2022-23 as compared to Rupees 4.41 cr in FY 2021-22. The contribution of Cambridge Technology Inc., USA to the overall performance of the company is in the form of revenue, earned by the company by rendering its services amounting to Rupees 51.02 cr. Cambridge Innovation Capital LLC, USA, a step - down subsidiary company had net revenue of Rupees 8.47 cr during the year as compared to nil revenue during the previous financial year. The net profit after tax is Rupees 1.83 cr in FY 2022-23 as compared to Rupees 32.54 lakhs in FY 2021-22. Cambridge Technology Investments Pte. Ltd, Singapore has revenue of Rupees 4.71 cr and net profit of Rupees 0.23 cr during the year as compared to nil revenue and net loss of Rupees 9.32 lakhs during the previous financial year. Cambridge Biz Serve Inc., Philippines has net revenue of Rupees 2.51 cr as on March 31, 2023 and net profit of Rupees 1.65 cr as compared to net revenue of Rupees 2.54 cr and net profit of Rupees 1.63 cr during the previous financial year. CT Asia SDN. BHD. (formerly known as CT Software Solutions SDN. BHD.) which was incorporated during the financial year 2020-21 had net revenue of Rupees 6.98 cr and net profit of Rupees 1.06 cr as on March 31, 2023 when compared to Rupees 97.50 lakhs and net loss of Rupees 16.33 lakhs during the previous financial year.

During the financial year 2021-22, Cambridge Technology Investments Pte. Ltd., Singapore, wholly owned subsidiary ("CTIPL”) reduced its capital by S$1,983,700 from S$2,083,700 to S$100,000 divided into 100,000 ordinary shares of S$1 each, and that such reduction is effected by cancelling 1,983,700 ordinary shares which have been fully paid-up to SS1.00 on each share and returning share capital in the sum of S$1,983,700 in cash (being share capital which is in excess of the wants and needs of the company). As on March 31, 2023, the company has received the disinvestment proceeds from Cambridge Technology Investments Pte. Ltd., Singapore, Wholly Owned Subsidiary of the Company for an amount of USD 1259980 and the entire process of partial disinvestment i.e., reduction of share capital of Cambridge Technology Investments Pte. Ltd up to 95% i.e., upto 19,83,700 ordinary shares has been completed.

Apart from the above mentioned entities, the other entities did not make any material contribution to the overall performance of the company during the financial year 2022-23.

Further, as per provisions of section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statement of our subsidiaries i.e., a report on the financial performance and financial position of each of the Subsidiaries included in the Consolidated Financial Statements is provided in the prescribed format AOC-1 appended as Annexure - 1 to the Boards Report and forms part of this Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

Keeping in view the expected cash flow requirements and in order to conserve the resources for future business operations, expansion and for the future growth of the Company, the Board of Directors were not able to recommend any dividend for the financial year ended 31st March, 2023.

CAPITAL STRUCTURE

During the year, the authorized share capital and paid up capital of the Company remained unchanged at Rupees 300,000,000/- divided into 30,000,000 equity shares of Rupees 10/- each & Rupees 196,310,150/- divided into 196,310,15 equity shares of Rupees 10/- each respectively.

DIRECTORS

The Board of Directors of your Company comprises of 8 (eight) Directors as on the date of this report representing the optimum blend of professionalism, knowledge and having varied experience in different disciplines of corporate functioning. Of these, 5 (five) are Independent Directors, 2 (two) Whole-Time Directors and 1 (one) Non-Executive Director.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Stefan Hetges (DIN: 033397840) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment to the office of directorship. The Directors propose the reappointment of Mr. Stefan Hetges for approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed the following:

1. Mr. Amudala Sreeramulu Nageswar Rao (DIN: 07030259) as an Additional Director (Non - Executive & Independent) of the Company with effect from September 05, 2022 and further as an Independent Director w.e.f September 05, 2022 for a period of upto five consecutive years subject to approval of members of the Company.

2. Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014), Chief Financial Officer of the Company as an Additional Director with effect from January 14, 2023 and further appointed him as Whole-Time Director (designated as Executive Director and Chief Financial Officer) of the Company for a period of 5 (five) years with effect from January 14, 2023, subject to the approval of the Members of the Company.

3. Mr. Srinivas Medepalli (DIN: 08727174) as an Additional Director (Non - Executive & Independent) of the Company with effect from March 08, 2023 and further as an Independent Director w.e.f March 08, 2023 for a period of upto five consecutive years subject to approval of members of the Company.

Accordingly, the Shareholders in its meeting dated September 29, 2022 have approved appointment of:

1. Mr. Amudala Sreeramulu Nageswar Rao as an Independent Director of the Company for a period of five consecutive years with effect from September 05, 2022.

2. Mr. Chirravuri Subrahmanya Leeladhar as Whole-Time Director (designated as Executive Director and Chief Financial Officer) of the Company for a period of 5 (five) years with effect from January 14, 2023.

3. Mr. Srinivas Medepalli as an Independent Director of the Company for a period of five consecutive years with effect from March 08, 2023.

A Brief profile of Mr. Stefan Hetges along with the nature of his expertise and the number of companies in which he hold directorship and membership / chairmanship of committees of the Board and other requisite details, as stipulated under Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations” or "SEBI (LODR) Regulations, 2015”) and Secretarial Standard 2 as issued by the Institute of Company Secretaries of India is given below and/or annexed to the notice of the Annual General Meeting.

Name of the Director

Mr. Stefan Hetges

DIN

03339784

Date of Birth

July 19, 1963

Date of first appointment on the Board

November 15, 2010

Age

59 Years

Brief Resume

Stefan joined Cambridge Technology as a part of the acquisition of smartShift, the leading provider of tool-based modernization of complex IT systems. Stefan started his career as a consultant at Cambridge Technology Group. Stefan acquired the assets of i-Cube from Razorfish in a management buyout and formed smartShift.

Qualification

Masters in Computers from University of Constance, Germany

Experience

He has more than 30 years of experience

Terms & Conditions of appointment along with Remuneration sought to be paid

Appointed as Non - Executive Non Independent Director w.e.f May 14, 2015 and liable to retire by rotation. He is eligible for Sitting fees for attending Board and / or Committee Meetings.

Remuneration last drawn

Sitting fees for attending Board Meetings for the FY 2022-23 is INR 15,000/-. However, he waived his right for receipt of the same.

Disclosure of relationships between directors inter- se/Relationship with other Directors, Manager and other Key Managerial Personnel of the Company

Nil

Nature of his expertise in specific functional areas

Information Technology. Leading companies to lower IT cost by optimizing, migrating or transforming IT systems

Number of Meetings of the Board attended during the year 2022-23

01

Names of Companies/LLP in which he holds the directorship

Cambridge Technology Enterprises Limited, smartShift Technologies Private Limited, smartShift GMBH and smartShift AG

Names of listed entities in which he holds the directorship

Cambridge Technology Enterprises Limited

Names of Companies in which he holds the membership of Committees of the Board

Nil

Names of listed entities in which he holds the membership of Committees of the board

Nil

Shareholding in the Company including shareholding as a beneficial owner

Mr. Stefan Hetges does not hold any shares in the Company directly. He is a member and director of smartShift AG, which is a shareholder of the company holding 20,06,100 (10.22%) equity shares of the Company.

Resignation(s)

Mr. Naveen Kumar Yelloji, Non-Executive Director of the Company has tendered his resignation vide resignation letter dated November 10, 2022 from the office of Non-Executive Director with effect from close of business hours of November 10, 2022, on account of certain professional commitments and personal reasons and hence, he ceased to be Director of the Company w.e.f said date.

KEY MANAGERIAL PERSONNEL

Mr. Dharani Raghurama Swaroop is Whole-time Director of the Company. Mr. Chirravuri Subrahmanya Leeladhar, a Chartered Accountant is an Executive Director & Chief Financial Officer of the Company. Mr. Ashish Bhattad, qualified Company Secretary is Company Secretary

& Compliance Officer of the Company.

There were no appointment(s)/resignation(s) of Key Managerial Personnel during the year. However, Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014), Chief Financial Officer of the Company was appointed as an Additional Director with effect from January 14, 2023 and further as Whole-Time Director (designated as Executive Director and Chief Financial Officer) of the Company for a period of 5 (five) years with effect from January 14, 2023 upon approval of the Members of the Company.

BOARD AND COMMITTEE MEETINGS

The Board met 08 (eight) times during the year. Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations, the Company received declaration from Independent Directors and that in the judgement of the Board, they are Independent.

All Independent Directors have declared that they have complied with sub-rule (1) and/or subrule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Also, all Independent Directors have complied with sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 except for Mr. Srinivas Medepalli who declared that he will comply with the same on or before the period mentioned in the said rule.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2022-23 had familiarized the Independent Directors through various initiatives. The Independent Directors of the company have been briefed at the meetings of the Board / Committees thereof on the matters such as their roles, functions, rights, duties, responsibilities and liabilities in the Company, nature of the industry in which the Company operates, the business model, business verticals and operations of the Company, geographies in which company operates, financial results of the Company and that of its subsidiary companies, updates on statutory and regulatory changes and impact thereof, updates on development of business of the company, overview of board evaluation and procedures, etc. They were made to interact with business heads and senior management personnel and are given all the documents, reports and internal policies sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

Details of familiarization programs extended to the Independent Directors during the year are also disclosed on the Company website from time to time.

Web link: https://resources.ctepl.com/pdfs/investors/Familiarisation+Programme+-+CTEL+-

+2023.pdf

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation, Nomination & Remuneration Policy as required under the provisions of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief features of the policy inter-alia includes objective and purpose of the policy which is to lay down the criteria for effective evaluation of performance of Board and that of its committees and

individual directors, to establish a framework for the remuneration of directors, key managerial personnel and other employees, to lay down criteria for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, criteria for determining qualifications, positive attributes and independence of a director, policy relating to remuneration of directors, key managerial personnel and other employees, to ensure reasonable and sufficient level and composition of remuneration to attract, retain and motivate the Directors, KMPs and Senior Management Personnel etc., and role of Nomination and Remuneration Committee as defined under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015.

During the year 2018-19, the above said policy was amended, inter-alia, to comply with provisions introduced by Companies (Amendment) Act, 2017 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 such as specifying the manner for effective evaluation of performance, amendment in criteria of Independence, amendment in definition of senior management, recommendation to the board by nomination and remuneration committee of all remuneration in whatever form payable to senior management, etc.

Performance evaluation, nomination and remuneration policy is available on the website of the Company. Weblink:

https://resources.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_

policy.pdf

Pursuant to the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its Committees was carried out.

The requisite details as required by Section 134(3) and Regulation 34 of SEBI (LODR) Regulations, 2015 and other applicable provisions in this regard is provided elsewhere in this report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, an annual evaluation of performance of the Board, its Committees and of individual Directors has been carried out.

The Nomination & Remuneration Committee evaluated performance of the Directors including Independent Directors for the financial year 2022-23 based on the performance rating document submitted by individual directors and recommended its report to the Board. Thereafter, the Board reviewed performance of its own, its committees and of individual directors including independent Directors based on the performance rating document submitted by individual directors. The assessment is carried out by means of a structured questionnaire with ranking. Based on the report, the Board and the Nomination & Remuneration Committee has informed that the performance of Directors including Independent Directors is satisfactory and they are recommended for continuation as Directors of the Company.

The criteria for performance evaluation of the Board include aspects like experience, proper mix of qualifications, skills and competencies to conduct its affairs effectively, diversity, its roles and responsibilities, its functions, evaluation of risks, setting up of corporate culture and values, conduct of board meetings and its effectiveness, corporate strategy, business plans, corporate performance, etc. The criteria for performance evaluation of the Committees include aspects like structure, mandate, composition, independence, working procedures and functions of committees and effective contribution to the board, etc. The criteria for performance evaluation of the individual Directors (including Independent Directors) include aspects like qualifications, experience, competency, professional conduct, sufficient understanding and knowledge of the entity, fulfilling of functions, active initiation with respect to various areas, attendance at the

meetings, contribution to the company and board meetings, commitment to the Board, integrity, etc., In addition, the performance of Independent Directors is evaluated on aspects such as his/her independence from the company and other directors, exercise of judgement and expression of opinion, etc. In addition, the performance of the Chairman is also evaluated on key aspects of his leadership, decisiveness, commitment to the Board, roles and responsibilities, etc.

Separate Meeting of the Independent Directors

A separate meeting of the Companys Independent Directors was also held on February 13, 2023. The meeting was held to:

i. Review the performance of non-independent directors and the Board as a whole;

ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Opinion of the Board

The Board is of the opinion that all the Directors of the Company including Independent Director appointed/re-appointed during the financial year possess integrity, necessary expertise and experience (including the proficiency) for performing their functions diligently. The Board also confirms that in its opinion, the independent directors of the Company fulfill the conditions specified in the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management of the Company. The Board cannot provide its opinion on proficiency of Mr. Srinivas Medepalli, Independent Director as he is yet to appear for online proficiency self-assessment test conducted by the institute notified under Section150(1) of the Companies Act, 2013. However, Mr. Srinivas Medepalli declared that he will comply with sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 i.e., pass an online proficiency self-assessment test on or before the period mentioned in the said rule.

Also, all Independent Directors declared that they have complied with sub-rule (1) and/or subrule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and except for Mr. Srinivas Medepalli who declared that he will comply with sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 on or before the period mentioned in the said rule.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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 and 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 this Act 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 to be followed by the company and that such

internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company confirms that it has paid Annual Listing Fees to both the stock exchanges.

AUDITORS & AUDITORS REPORT

Statutory Auditors

M/s. B R A N D & Associates LLP, Chartered Accountants (Firm registration No. 012344S/S200101) were appointed as Statutory Auditors of the Company from the conclusion of 22nd Annual General Meeting till the conclusion of 27th AGM of the company to be held in the year 2026.

The Company has received audit report for both standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2023 from the statutory auditors, M/s. B R A N D & Associates LLP, Chartered Accountants and forms part of this Annual Report. There are no qualifications, reservation, adverse remarks or disclaimer made by the Statutory Auditors in their Reports. However, there is an emphasis of matter made by the Statutory Auditors in their report on standalone as well as consolidated financial statements and they have stated that their opinion is not modified in respect of this matter.

Emphasis_of_Matter_ - StandaloneFinancialStatements

The Company has significant investments in subsidiaries.

Explanation by the Board:

The Company is of the opinion that investments in subsidiaries have a realizable value not less than that is stated. Further, where applicable, the downstream investments of the respective subsidiaries are expected to carry valuations that will not lead to any diminution in value of the Companys investment in subsidiaries. (Refer Note 5.1 of the standalone financial statements).

Emphasis of Matter - Consolidated Financial Stateme nts

The Group has non-current investments which are valued at cost less impairment.

Explanation by the Board:

The Group is of the opinion that these entities are solvent and carry value as stated in the consolidated financial statements. (Refer Note 5.1 of the consolidated financial statements).

The statutory auditors stated in their reports that they have relied on the same and their opinion is not modified in respect of this matter.

Further, in addition to the above explanation, the Board would like to state that going forward, the above said emphasis of matter is not required as all the companies value investments at cost. Also, the provisions created for investments, which are unrewarding in the opinion of the Company, are written off. The current investments carry better value than what is appearing in the books.

Internal Auditors

Your Directors have appointed M/s. M. Anandam & Co, Chartered Accountants, Hyderabad as Internal Auditors of the Company to conduct internal audit for the financial year 2022 - 23.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014. M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary: CP No. 22886) was appointed to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for financial year 2022-23 forms part of the Annual Report as Annexure 2 to the Boards Report.

Also, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit Report for material subsidiary of a Company located in India i.e., FA Software Services Private Limited provided by M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary: CP No. 22886) forms part of the Annual Report as Annexure 3 to the Boards Report.

There are no qualifications, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in her Report(s).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company, during the financial year ended March 31, 2023, has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The Annual Return will be available on the website of the Company, as mandated under Section 92(3) read with Section 134 (3) of the Companies Act, 2013, and the same can be accessed at web link: https://resources.ctepl.com/pdfs/investors/Annual+Return+2023.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 4 forming part of the Report.

Remuneration / fees to Director from wholly owned subsidiary

During FY 2022-23, none of the Directors of the Company received any commission from the Company except for sitting fees/remuneration, as may be applicable. Also, there is no payment of remuneration/fees to any Director of the Company from its wholly owned subsidiary(ies).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments, if any, made by the Company pursuant to Section 186 of the Companies Act, 2013 forms part of the financial statements and notes to the financial statements of the Company provided in this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year ended March 31 2023, there is no outstanding amount to be transferred to Investor Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(i) the steps taken or impact on conservation of energy: The operations of the Company are not energy intensive. However, adequate steps have been taken to conserve energy wherever possible by using energy efficient computers, turning of air- conditioners during weekends and non-peak hours, installing LED lights, etc. The impact of these measures is not material.

(ii) the steps taken by the company for utilizing alternate sources of energy: There are no steps taken by the Company for utilizing alternate sources of energy and

(iii) the capital investment on energy conservation equipments: There is no capital investment on energy conservation equipments during the period under review.

B. Technology Absorption, Adaptation and Innovation:

i) the efforts made towards technology absorption: Not Applicable

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development: Not Applicable

Your Company has neither incurred expenditure on any research and development nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. Hence, particulars relating to technology absorption are not applicable. The Company continue to adapt technologies that increase efficiency and improve the quality of its operations.

C. Foreign Exchange Earnings and Outgo: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

(In Rupees)

Particulars

Current year 31.03.2023 Previous year 31.03.2022

Foreign exchange earnings

447,548,763.90 529,699,443.00

Foreign exchange outgo

16,71,138.65 Nil

Travel related Expenses

- -

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective with reference to the financial statements during the financial year 202223.

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Companys policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly. Also, please refer details of internal financial controls/Internal control systems that are provided in the Management Discussion and Analysis Report and Independent Auditors Report on financial statements which forms part of this annual report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

Weblink: https://resources.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also set up an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment against women employees at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022-23, the Company has not received any complaints pertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business. Your Company has a well- defined risk management framework in place and a robust organizational structure for managing and reporting risks. For details related to risks and risk management, shareholders are requested to refer to "Threats, risks & concerns section” and "Internal control systems and their adequacy section” of Management Discussion and Analysis Report and Note 33 & 34 (for financial instruments & risk management and financial risk management) of the Consolidated and Standalone Financial Statements, which forms part of annual report.

EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended March 31, 2023 as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given as Annexure 5 to this report.

There is no material change in the employee stock option scheme(s) during the year and the scheme(s) are in compliance with the regulations. Further, the disclosures pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year ended March 31, 2023 are available on website of the Company. Web-link: https://www.ctepl.com/investor- esop-disclosure/

The Certificate from the Secretarial Auditor of the Company under regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 stating that the scheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, from time to time and in accordance with the resolution of the company in the general meeting, will be available for inspection by the members at the ensuing AGM.

CEO/CFO CERTIFICATION

Mr. Dharani Raghurama Swaroop, Whole - time Director and Mr. Chirravuri Subrahmanya Leeladhar, Executive Director & Chief Financial Officer of the Company have provided Compliance Certificate (annexed as Annexure 6 to this report) to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the financial year ended 31 March 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions and on dealing with related party transactions is available on the website of the Company.

Web link: https://resources.ctepl.com/pdfs/investors/Related_partv_transactions_policy.pdf

All transactions entered into with Related Parties as defined under the applicable provisions of Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the year were in the ordinary course of business and on an arms length basis and hence are not covered under the scope of Section 188(1) of the Companies Act, 2013. However, Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure 7 to this Report. Appropriate approvals, if required, are obtained from Board and / or Audit Committee from time to time. The audit committee also reviews the transactions from time to time.

During the year 2022-23, the Company/Subsidiary(ies) has not entered into any contract / arrangement / transactions with Related Parties (except with its wholly owned subsidiary(ies)) which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Ind AS, disclosures on related party transactions have been made in the notes to the financial statements, which forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance for the financial year ended March 31, 2023 along with the Auditors Certificate on compliance with the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is forming part of the Board Report/Annual Report.

Your Company is committed to maintain the prescribed standards of Corporate Governance and has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary: CP No. 22886), Secretarial Auditor of the company has certified the conditions of Corporate Governance for the period ended March 31, 2023 as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and her certificate is annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more for the financial year ended March 31, 2020, March 31, 2021, March 31, 2022 & March 31, 2023. Hence, Corporate Social Responsibility provisions i.e., Section 135 of the Companies Act, 2013 read with the rules made thereunder are not applicable to the Company.

GENERAL

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. The Company has neither accepted nor renewed any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made thereunder and as such no amount on account of principal or interest thereon on deposits from public was outstanding as on the date of Balance Sheet.

b. There is no issue of equity shares with differential rights as to dividend, voting or otherwise.

c. 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.

d. In addition to the information mentioned in this annual report, there were no material changes and commitments affecting financial position of the company between March 31, 2023 and the date of this Boards Report.

e. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

f. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are neither made nor maintained.

g. There is no one time settlement done with bank or any financial institution. Hence, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

h. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

i. The trading in securities of the company has not been suspended.

j. Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Companys Employee Stock Option Scheme 2011 & Employee Stock Option Scheme 2015, the Company, during the year 2015 - 16, has granted employee stock options through a trust set up for the same. The shares purchased by the trust for the said schemes are held by the trustee(s) for the benefit of the employees and are transferred to employee(s) when the employee(s) exercise the vested option. Also, the said trust is a non - promoter and non - public shareholder and it is herewith not exercising its voting rights. Hence, pursuant to Section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosures in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates to be made in the Boards report is not applicable.

k. The disclosure required under Rule 8(5)(xi) & (xii) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for the financial year ended March 31, 2023.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wish to express their appreciation for the valuable support and co-operation received from customers, vendors, investors, lenders, business associates and bankers for their continued support during the year. The Directors also thank the State Governments, Government of India, Governments of various countries, other Government Departments particularly Ministry of Electronics and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Income Tax Department, Reserve Bank of India and other government agencies for their support, and looks forward to their continued support. Your Directors are especially indebted to employees of the Company and its subsidiaries at all levels, who through their dedication, cooperation, support and dynamic work, have enabled the company to achieve rapid growth. The Board also wishes to place on record their appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company. Your Directors seek, and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad

Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023

Whole - time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014