Cambridge Technology Enterprises Ltd Directors Report.

DEAR MEMBERS,

Your Directors present their Report together with the audited financial statements for the year ended March 31, 2020.

FINANCIAL PERFORMANCE/SUMMARY (Rupees in Crores)

Particulars

Standalone

Consolidated

31st March 2020 31st March 2019 31st March 2020 31st March 2019
Revenue from operations 38.37 36.66 105.71 102.55
Total Expenses 36.01 34.28 102.47 84.11
Profit Before Tax 3.06 2.79 5.43 19.78
Tax Expense / (Tax Benefit) 0.72 0.84 0.66 0.93
Profit after tax 2.34 1.95 4.77 18.85
Total Comprehensive Income 2.07 1.55 9.85 4.05
Reserves & Surplus 15.73 13.69 51.18 41.53

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS FOR THE FY 2019 - 20

Our Company is a global business & technology services company. Recognized as a thought leader & innovator of enterprise solutions, we help companies transform into AI-first Businesses by leveraging Cloud & Big Data. Regardless of the industry, we offer cutting-edge AI cloud solutions custom-made to improve the way things are done. There has been no change in the business of the Company during the financial year ended March 31, 2020.

During the financial year under review, your Companys revenue increased by 4.66% on standalone basis. On standalone basis, revenue from operations of your company for the financial year ended March 31, 2020 is Rupees 38.37 crores ("cr") as compared to Rupees 36.66 cr for the financial year ended March 31, 2019. Profit after tax increased by 20% to Rupees 2.34 cr for the year ended 31st March 2020 as compared to Rupees 1.95 cr for the same period last year. Similarly, total comprehensive income increased by 33.55% to Rupees 2.07 crores for the year ended 31st March, 2020 as compared to Rupees 1.55 cr for the same period last year. Reserves and Surplus have increased from Rupees 13.69 cr in FY 2018-19 to Rupees 15.73 crores in FY 2019-20.

Further, on consolidated basis, total revenue from operations of your company increased by 3.08% to Rupees 105.71 cr for the financial year ended March 31, 2020 as compared to the previous years total revenue of Rupees 102.55 cr. Profit after tax decreased by 74.69% to Rupees 4.77 cr for the year ended 31st March 2020 as compared to Rupees 18.85 cr for the same period last year. Total comprehensive income increased by 143.21% to Rupees 9.85 cr for the year ended 31st March, 2020 as compared to Rupees 4.05 cr for the same period last year. Reserves and Surplus have increased from Rupees 41.53 cr in FY 2018-19 to Rupees 51.18 cr in FY 201920.

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, 2020, the Company has 2 wholly-owned subsidiaries viz., Cambridge Technology Inc., USA, Cambridge Technology Investments Pte. Ltd., Singapore and 3 step-down subsidiaries viz., M/s Cambridge Innovation Capital LLC, USA, M/s Cambridge Bizserve Inc., Philippines and M/s Cloud Computing Global Pte Ltd., Singapore. During the Financial Year, Cambridge Technology Investments Pte. Ltd., Singapore has subscribed towards 50 shares in Joint Venture Company named ECD CTL Pte Ltd., which amounts to 50% interest in Joint Venture entity. As at the financial year end, Cambridge Technology Investments Pte. Ltd has not remitted any money for shares in the said Joint Venture.

Cambridge Bizserve Private Limited & Cambridge Innovations Private Limited ceased to be Subsidiaries of the Company during the financial year 2019-20 and M/s Cloud Computing Global Pte. Ltd., Singapore ceased to be Step - down Subsidiary of the Company in April 2020.

Highlights of Performance

Cambridge Technology Inc., USA, had net revenue of Rupees 100.47 cr during the year as compared to Rupees 49.86 cr revenue during the previous financial year. The net profit after tax is Rupees 4.79 cr in FY 2019-20 as compared to net loss of Rupees 34.49 cr in FY 2018-19. 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 31.55 cr. Cambridge Innovation Capital LLC, USA, a step - down subsidiary company had no revenue as on March 31, 2020 as compared to net revenue of Rupees 60.99 cr as on March 31, 2019. Cambridge Technology Investments Pte. Ltd, Singapore has nil revenue and net profit of Rupees 0.98 lakhs during the year as compared to nil revenue and net loss of Rupees 3.62 lakhs during the previous financial year. Cambridge Bizserve Inc., Philippines has net revenue of Rupees 13.52 lakhs as on March 31, 2020 and net loss of Rupees 118.74 lakhs as compared to net revenue of Rupees 118.78 lakhs and net loss of Rupees 119.36 lakhs during the previous financial year.

Apart from Cambridge Technology Inc., the other entities did not make any material contribution to the overall performance of the company during the financial year 2019-20. Cloud Computing Global Pte Ltd, step - down subsidiary company and ECD CTL Pte. Ltd. has not commenced its operations as on March 31, 2020.

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 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, 2020.

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 300,000,00 equity shares of Rupees 10/- each & Rupees 196,310,150/- divided into 196,310,15 equity shares of Rupees 10/- each respectively.

Fund raising/Issue of Convertible Share Warrants

Pursuant to approval of the members of the Company obtained through Postal Ballot on December 26, 2019, the Board of Directors of the Company on January 09, 2020 has allotted 33,60,000 Convertible Share Warrants ("Warrants") at an issue price of Rupees 31/- on preferential basis to Worldwide Technology Investments Pte.

Ltd., a Promoter Group entity. Total value of convertible share Warrants is Rupees 10,41,60,000/- out of which Rupees 2,68,11,427.50/- (i.e., 25.74% of the total consideration) has been received upfront from the holder of convertible share warrants. The warrant holder have a right to apply for and be allotted 1 equity share of face value of Rupees 10/- each of the Company for each warrant within a period of 18 months from the date of allotment of warrants i.e., the Warrants shall be exercised within a period of 18 months from the date of their allotment, in one or more tranches.

The Company requires this infusion of funds to augment funding needs of the Company viz., to meet the working capital requirements, general corporate purposes, to support the future growth plans of the Company and to further invest in the subsidiaries. Infusion of further capital will enable the Company to grow further and realize the objectives more effectively.

During financial year 2019-20, out of Rupees 2,68,11,427.50/-, Rupees 2,67,23,336.06/- has been utilized as per the original object as stated in explanatory statement to the notice of postal ballot dated November 13, 2019. There are no variations/deviations, if any, in the use of proceeds from the objects stated in explanatory statement to the notice of postal ballot dated November 13, 2019. There are no deviations/variations between projected utilisation of funds made by it in its explanatory statement to the notice for postal ballot dated November 13, 2019 and the actual utilisation of funds.

DIRECTORS

The Board of Directors of your Company comprises of 5 (five) 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, 3 (three) Directors are Independent Directors.

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. Dharani Raghurama Swaroop (DIN: 00453250) 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 re-appointment of Mr. Dharani Raghurama Swaroop for approval of the shareholders at the ensuing AGM of the Company.

The Board of Directors at their Meeting held on November 13, 2019 approved appointment of Mr. Sridhar Lalpet having DIN 02539952 as an Additional Director (Non-Executive & Independent) of the Company w.e.f November 13, 2019 subject to approval of members. The members approved his appointment as Non-Executive Independent Director for a consecutive period of 5 years w.e.f November 13, 2019 by passing required resolution on December 26, 2019 through Postal Ballot.

The earlier term of Mrs. Jayalakshmi Kumari Kanukollu, Independent Director expired on March 14, 2020. The Board of Directors at their meeting held on February 11, 2020 has passed a resolution for re-appointment of Mrs. Jayalakshmi Kumari Kanukollu (DIN: 03423518) as an Independent Director for a further period of 5 (five) years from the expiry of her present term of office, that is, with effect from March 14, 2020 subject to members approval. The Directors propose the re-appointment of Mrs. Jayalakshmi Kumari Kanukollu for approval of the shareholders at the ensuing AGM of the Company.

A Brief profile of Mr. Dharani Raghurama Swaroop & Mrs. Jayalakshmi Kumari Kanukolly, Directors of the Company along with the nature of their expertise and the number of companies in which they 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. Dharani Raghurama Swaroop
DIN 00453250
Date of Birth April 09, 1959
Date of first appointment on the Board 28th January, 1999
Age 61 Years
Brief Resume Dharani Raghurama Swaroop, Whole - Time Director of Cambridge Technology Enterprises Limited ("CT") heads the overall Indian operations and is responsible for the corporate governance and statutory compliances-related aspects of the said Company. Prior to his association with CT, Swaroop co-founded a successful IT systems integration company comprising of more than 150 personnel. Swaroop holds an Electrical Engineering degree from Jawaharlal Nehru Technological University, India.
Qualification Degree in Electrical Engineering from Jawaharlal Nehru Technological University.
Experience He has more than 34 years of experience
Terms & Conditions of appointment along with Remuneration sought to be paid The basic salary is in the range of Rupees 20,00,000/- to Rupees 50,00,000/- per annum payable monthly. The terms and conditions of appointment along with detailed remuneration are as specified in Notice of 19th Annual General Meeting conducted on September 28, 2018 and the same is available on website of the Company i.e., www.ctepl.com.
Remuneration last drawn Remuneration drawn for the FY 2019-20 is Rupees 35,00,000/-
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 Statutory Compliances, Overseeing Operations, IT Services and Corporate Strategic Planning
Number of Meetings of the Board attended during the year 2019-20 05
Names of Companies/LLP in which he holds the directorship Cambridge Technology Enterprises Limited, DS Unics Infotech Private Limited and Reshet Technologies LLP
Names of Companies in which he holds the membership of Committees of the Board He is a member of the following Committees of the Board of the Cambridge Technology Enterprises Limited viz., Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Finance Committee.
Shareholding in the Company 9200 Shares (0.047%) as on March 31, 2020
Name of the Director Ms. Jayalakshmi Kumari Kanukollu
DIN 03423518
Date of Birth August 08, 1968
Date of first appointment on the Board March 14, 2015
Age 52 Years
Brief Resume With a deep passion for teaching, Dr. Jayalakshmi Kumari brings more than 15 years of experience from the educational sector having worked for leading schools and colleges in Hyderabad. Presently, she is working with the Nalanda Educational Society as a faculty in the field of social sciences. With proven ability to constantly challenge and improve existing processes and systems, she has been participating and rendering voluntary services to many social organizations.
Qualification Dr. Jayalakshmi Kumari has a Ph.D. in social sciences, an M.A in Economics, M.A in Political Science, M. Phil and M.Ed.
Experience She has more than 15 years of experience in educational sector.
Terms & Conditions of appointment along with Remuneration sought to be paid Draft letter of appointment of Independent Directors setting out the terms and conditions is available on the website of the company. Sitting fees for attending Board and / or Committee Meetings is sought to be paid to Ms. Jayalakshmi Kumari. Sitting fees for attending Board and / or Committee Meetings is sought to be paid to Ms. Jayalakshmi Kumari.
Remuneration last drawn Sitting fees paid to her attending Board and Committee Meetings for the FY 2019-20 is Rupees 160,000/-
Disclosure of relationships between directors inter- se/Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Nil
Nature of her expertise in specific functional areas Academician having experience in Economics, Political science and Social sciences. Participating and rendering voluntary services to many social organizations.
Number of Meetings of the Board attended during the year 2019-20 04
Names of Companies/LLP in which she holds the directorship 1. Cambridge Technology Enterprises Limited, 2. Brightcom Group Limited
Names of Companies in which she holds the membership of Committees of the Board 1. Cambridge Technology Enterprises Limited - She is a Chairman of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and member of Audit Committee and Corporate Social Responsibility Committee of the Board. 2. Brightcom Group Limited - She is a Chairman of Corporate Social Responsibility Committee and member of Audit Committee and Nomination and Remuneration Committee of the Board.
Shareholding in the Company She does not hold any shares in the Company whereas her husband, Mr. Janakirama Lakshmana Rao Kanukollu holds 10 shares in the Company as on March 31, 2020.

Resignations

Ms. Usha Srikanth (DIN: 08184237) has resigned as an Independent Director of the Company w.e.f February 11, 2020. The Board while accepting the resignation of Ms. Usha Srikanth, appreciated and placed on record the valuable contribution and support provided by her during her tenure as Non-Executive Independent Director and as a member of Nomination and Remuneration Committee.

The tenure of appointment of Mr. Aashish Kalra expired with effect from close of working hours on May 13, 2020. Mr. Kalra expressed his desire to retire from services of the Company and not like to be re-appointed for the next term due to personal reasons. Hence, he ceased to be Whole-time Director, Chairman & Chief Executive Officer (CEO) of the Company with effect from close of working hours on May 13, 2020.

KEY MANAGERIAL PERSONNEL

Mr. Dharani Raghurama Swaroop is Whole-time Director of the Company. Mr. Chirravuri Subrahmanya Leeladhar, a qualified Chartered Accountant is Chief Financial Officer of the Company. Mr. Ashish Bhattad, qualified Company Secretary is Company Secretary & Compliance Officer of the Company. Mr. Hanumant Bhansali Manager - Corporate Finance & Head Investor Relations is designated Whole - time Key Managerial Personnel.

There were no appointments and resignations of Key Managerial Personnel during the year. However, Mr. Aashish Kalra ceased to be Whole-time Director, Chairman & Chief Executive Officer (CEO) of the Company with effect from close of working hours on May 13, 2020.

BOARD AND COMMITTEE MEETINGS

The Board met 05 (five) 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 and Regulation 17(2) of Listing Regulations.

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.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2019-20 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://www.ctepl.com/pdfs/investors/Familiarisation Programme CTEL 2020.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:

http://www.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 2019-20 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 11, 2020. 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

Pursuant to the amendments in the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. K. Jalayalakshmi Kumari & Mr. Sridhar Lalpet, Independent Directors of the Company have registered themselves with the Databank of Independent Directors. Mr. Venkat Motaparthy, Independent Director of the Company is in the process of registering himself with the said Databank. The Independent Directors are yet to undertake online proficiency self-assessment test, wherever required, conducted by the institute notified under subsection (1) of section 150 of the Act. The Board is of the opinion that all the Independent Directors of the

Company possess integrity, necessary expertise and experience for performing their functions diligently. They also fulfilling the conditions specified in the Act and Listing Regulations for appointment as Independent Directors and are independent of the Management.

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. Anandam & Co., Chartered Accountants (Firm Registration Number: 000125S) were appointed as Statutory Auditors of the Company from the conclusion of 17th Annual General Meeting till the conclusion of 22nd AGM of the Company subject to ratification of their appointment by the members at every Annual General Meeting.

The Companies Amendment Act, 2017 w.e.f May 07, 2018, has omitted the first proviso to Section 139 of the Companies Act, 2013 that provided for the ratification of appointment of the Statutory Auditors by the Members at every Annual General Meeting. Hence, the appointment of Statutory Auditors shall continue to be valid until the conclusion of 22nd Annual General Meeting of the Company and accordingly, no such item has been placed for approval of the members at this Annual General Meeting.

The Company has received audit report for both standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2020 from the statutory auditors, M/s. Anandam & Co., 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 - Standalone Financial Statements

The management of the Company is of the opinion that the investments in subsidiaries have a realizable value not lesser than the book value. 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 investments. (Refer Note 5.1 of the standalone financial statements).

Emphasis of Matter - Consolidated Financial Statements

The Group has investments in convertible notes which are valued at cost less impairment. The board of directors of the holding company is of the opinion that these entities are solvent and carry the value stated in the 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.

Internal Auditors

Your Directors have appointed M/s. Narven & Associates, Chartered Accountants, Hyderabad as Internal Auditors of the Company.

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. B. Krishnaveni, a Company Secretary in Practice was appointed to undertake the Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report for financial year 2019-20 forms part of the Annual Report as Annexure 2 to the Boards Report.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company, during the financial year ended March 31, 2020, has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format is appended as Annexure 3 to this Report. Annual Return as mentioned under Section 92(3) is also available on the website of the Company at https://www.ctepl.com/investors/.

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 2019-20, provision was made towards remuneration of Mr. Aashish Kalra, Chairman & CEO of the Company by Cambridge Technology Inc., USA, a wholly owned subsidiary company ("CT Inc") for an amount of USD 149,900 (Rupees 1,06,32,000/-). However, CT Inc. made no payment to him.

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 31st March 2020, 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: The operations of the Company are not energy intensive. However,

adequate measures 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 financial impact of these measures is not material.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: 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 Previous year
31.03.2020 31.03.2019
Foreign exchange earnings 34,13,04,818 29,02,87,530
Foreign exchange outgo Nil Nil
Travel related Expenses 40,29,250 19,62,592

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 2019-20.

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: http://www.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 2019-20, 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 34 & 35 (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 31 March, 2020 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 31 March, 2020 are available on website of the Company. Web-link: http://www.ctepl.com/investors/

The Certificate from the Auditors 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, 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 2020.

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: http://www.ctepl.com/pdfs/investors/Related party 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 2019-20, the Company had 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, 2020 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.

Mrs. B. Krishnaveni, a Company Secretary in Practice, Secretarial Auditor of the company has certified that the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been complied by your Company and her certificate is annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has constituted a Corporate Social Responsibility Committee comprising of following Directors:

1. Mr. Dharani Raghurama Swaroop, Whole - time Director - Chairman of the Committee

2. Mr. Venkat Motaparthy, Independent Director - Member of the Committee

3. Mrs. K Jayalakshmi Kumari - Member of the Committee

The CSR Policy of the Company as recommended by CSR Committee and approved by the Board of Directors of the Company is available on website of the company i.e., https://www.ctepl.com/investors/. The objective of framing the CSR Policy of the Company is to ensure that the Company operate its business in an economically, socially & environmentally sustainable manner by enhancing the quality of life & economic wellbeing of the society in fulfillment of its role as a Socially Responsible Corporate.

Decision on non-applicability of CSR

The company declared the following in the Annual Report for the FY 2017-18 under Corporate Social Responsibility section:

"Your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, but it has a net profit of more than Rs. 5 Crores as at the end of the 31st March, 2017. Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is applicable to your Company from the financial year 2017 - 18. Hence the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee comprising of following Directors: 1.Mr. Dharani Raghurama Swaroop, Whole - time Director - Chairman of the Committee 2.Mr. Venkat Motaparthy, Independent Director - Member of the Committee 3.Mrs. K Jayalakshmi Kumari - Member of the Committee The CSR Policy of the Company as recommended by CSR Committee and approved by the Board of Directors of the Company is available on website of the company i.e., www.ctepl.com."

The Report on Corporate Social Responsibility containing particulars as per the provisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules, 2014 was also enclosed as Annexure 9 forming part of the said Report."

The Board in its meeting dated February 11, 2020 noted that the Net - Profit before tax for the financial year ended March 31, 2017 considered was 73,102.88 thousand i.e., after taking into account exceptional items and

it was wrongly concluded that CSR provisions were applicable from FY 2017-18. The Exceptional Items represented goodwill amortised during the year 2015-16 and reversed during FY 2016-17 on account of approval of Scheme of Capital Reduction. Hence, the Management of the Company is under an opinion that the Profit before exceptional items and tax shall be considered which is around Rs. 48,674.38 thousands and which is below the limits of Rupees 5 Crores i.e., threshold for applicability of CSR provisions.

The Board further noted that the provision made for diminution in value of investment for the year 2017 is related to the Investments made in 100% wholly owned foreign subsidiary and it cannot be provided with such diminution of investment in Holding company as long as the same effect is given to the corresponding Share Capital of subsidiary company. As the effect of other leg is not justified, the above provision was no longer required in the holding company and hence, the same will not attract as an addition in computing the profits u/s 198 of the Companies Act, 2013. The resultant Net Profit without considering diminution in the value of Investment was Rs. 48,674.38 thousands which is below the threshold limit for applying the CSR provisions to the company.

Considering the above, the Board noted that the CSR criteria is not applicable to the Company from the FY 201718. As the company inadvertently made applicable the CSR provisions from the FY 2017-18, It was proposed to the Committee and the Board to reconsider the above and to decide on the non-applicability of CSR and its related provisions to the Company. Hence, the Board, on recommendation of the CSR Committee, in its meeting dated February 11, 2020 passed a resolution to the effect that the Corporate Social Responsibility provisions i.e., Section 135 of the Companies Act, 2013 read with the rules made thereunder and other applicable provisions in this regard are not applicable to the Company from the FY 2017-18 as the Net Profit as per section 135 of the Companies Act, 2013 as at the end of March 31, 2017 is below rupees five crore and also that this resolution supersedes all the earlier resolutions passed by the Board and Corporate Social Responsibility Committee in compliance with Section 135 of the Companies Act, 2013 read with the rules made thereunder.

However, the Report on Corporate Social Responsibility is enclosed as Annexure 9 forming part of this Report.

Also, 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, 2018, March 31, 2019 & March 31, 2020.

GENERAL

Due to the Covid 19 situation, there have been several restrictions imposed by the Governments across the globe considering public health and safety measures during March 2020. Based on the current indicators of economic conditions, the company expects to recover the carrying amount of all its assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company as at date of approval of the financial statements has used Internal and external sources of information including credit reports, related information and economic forecasts. The actual impact of the COVID-19 pandemic may be different from that estimated as at the date of approval of these standalone financial results and the company will continue to closely monitor any material changes to the economic conditions in the future.

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. There were no material changes and commitments affecting financial position of the company between 31st March, 2020 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. 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.

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, co-operation, 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 K Jayalakshmi Kumari
June 22, 2020 Whole - time Director Independent Director
DIN:00453250 DIN: 03423518