Cambridge Technology Enterprises Ltd Directors Report

DEAR MEMBERS,

Your Directors present their 26^th Report together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL PERFORMANCE/SUMMARY (Rupees in Crores)

Particulars	Standalone		Consolidated
	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Revenue from operations	66.43	76.32	198.92	206.23
Total Expenses	66.04	75.14	250.22	203.68
Profit Before Tax	4.85	4.99	(46.05)	8.04
Tax Expense / (Tax Benefit)	2.31	1.52	200.89	2.46
Profit after tax	2.54	3.48	(48.06)	5.58
Total Comprehensive Income	2.56	3.31	(44.50)	7.97
Reserves & Surplus	32.07	29.50	48.31	92.83
EPS	1.30	1.77	(24.48)	2.84

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS FOR THE FY 2024 - 25

The Company primarily operates in the software development. Our Company is a global business & technology services company. Our technology services help businesses to establish a critical foundation for digital and AI transformation through strategic workshops and assessments, ready-to-deploy solutions, R & D implementation cycles. For over 20 years, we have been helping businesses leverage machine learning and cloud technologies. More recently, we have also been supporting them in adopting cutting-edge artificial intelligence solutions. 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, 2025. Please refer our website www.ctepl.com for details on business.

During the financial year under review, your Companys revenue decreased by 12.95% on a standalone basis. On a standalone basis, revenue from operations of your company for the financial year ended March 31, 2025 is Rupees 66.43 crores ("cr") as compared to Rupees 76.32cr for the financial year ended March 31, 2024. Profit After Tax decreased by 27.01% to Rupees 2.54 cr for the year ended 31^st March, 2025 as compared to Rupees 3.48 cr for the same period last year. Total comprehensive income decreased by 22.66% to Rupees 2.56 crores for the year ended 31^st March, 2025 as compared to Rupees 3.31 cr for the same period last year. Reserves and Surplus have increased by 8.71% from Rupees 29.50 cr in FY 2023-24 to Rupees 32.07cr in FY 2024-25.

On a consolidated basis, the total revenue from operations of your company declined by 3.54% to Rupees 198.92 crore for the year ended 31st March, 2025, as compared to Rupees 206.23 crore in the previous year. The Profit After Tax (PAT) showed a significant decline of 961.29%, amounting to Rupees (48.06) crore for the year ended 31st March, 2025, against a profit of Rupees 5.58 crore in the corresponding period of the previous year. Total Comprehensive Income also fell by 658.34%, reaching Rupees (44.50) crore for FY 2024-25, compared to Rupees 7.97 crore in FY 2023-24. Furthermore, Reserves and Surplus dropped by 47.96% to Rupees 48.31 crore in FY 2024-25 from Rupees 92.83 crore in the previous fiscal year.

The decline in performance is largely attributable to the underperformance of the subsidiaries. In response, the Board is executing a comprehensive turnaround strategy, emphasizing operational efficiency and strict financial discipline. A more detailed explanation of the performance changes is available in the Management Discussion and Analysis Report.

The Company has adopted Ind AS from 1^st 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 that forms 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, 2025, the Company has seven (7) wholly owned subsidiaries and five (5) step-down subsidiaries, as follows:

Wholly Owned Subsidiaries (7):

1. CTE Technology Solutions Private Limited (formerly known as CTE Web Apps Private Limited), India

2. FA Software Services Private Limited, India

3. R.P. Web Apps Private Limited, India

4. N2T1 AI Solutions Private Limited, India

5. Cambridge Technology Inc., USA

6. Cambridge Technology Investments Pte. Ltd., Singapore

7. Appshark Software, Inc., USA

Step-Down Subsidiaries (5):

1. Cambridge Innovation Capital LLC, USA

2. Cambridge Biz Serve Inc., Philippines

3. CT Asia SDN. BHD., Malaysia (formerly known as CT Software Solutions SDN. BHD.)

4. Cambridge Technology Financial Services Inc., USA

5. CBIZ Information Technology L.L.C., Dubai

Names of companies, which have become Subsidiaries, joint ventures or associate companies during the financial year 2024-25:

The following companies have become Subsidiaries during the financial year 2024-25:

1. The Company incorporated a wholly owned subsidiary under the name "N2T1 AI Solutions Private Limited" on April 28, 2024 with initial paid-up capital of Rupees 100,000/-, divided into 10,000 Equity shares of face value of Rupees 10/- each. On July 25, 2024, CBIZ Information Technology L.L.C. was acquired by CTE Technology Solutions Private Limited (formerly known as CTE Web Apps Private Limited), which is a wholly-owned subsidiary of Cambridge Technology Enterprises Limited (CTEL). This acquisition made CBIZ Information Technology L.L.C. a step-down subsidiary of CTEL.

Names of companies which have ceased to be Subsidiaries, joint ventures or associate companies during the financial year 2024-25: Not Applicable

The Company does not have any joint venture or associate companies as on March 31, 2025.

Highlights of Performance of Subsidiaries and their contribution to the overall performance of the company during the period under report

FA Software Services Private Limited, which became a subsidiary of the Company w.e.f March 20, 2023 had net revenue of Rupees 0.66 cr during the period under review. The net loss after tax is Rupees 14.81 cr in FY 2024-25. Cambridge Technology Inc., USA, had net revenue of Rupees 156.93 cr during the financial year

2024-25 as compared to Rupees 175.49 cr during the previous financial year. The net loss after tax is Rupees 16.12 cr in FY 2024-25 as compared to net profit of Rupees 12.96 cr in FY 2023-24. 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 61.91 cr. Cambridge Innovation Capital LLC, USA, a step down subsidiary company had no revenue during the last two financial years i.e. FY 2023-24 & 2024-25. The net loss after tax is Rupees 0.81 cr in FY 2024-25 as compared to Rupees 2.87 cr in FY 2023-24. Cambridge Technology Investments Pte. Ltd, Singapore has nil revenue and net loss of Rupees 0.46 lakhs during the year as compared to Rupees 0.16 net profit during the previous financial year. In case of Cambridge BizServe Inc., Philippines the Ratio of Net Profit to Net Revenue was 36.79 % in 2024 which declined to 13.25% in 2025.

CT Asia SDN. BHD. (formerly known as CT Software Solutions SDN. BHD.) had Nil revenue as on March 31, 2025 and net loss of Rupees 50.40 lakhs as compared to net revenue of Rupees 6.13 lakhs and net profit of Rupees105.53 lakhs as on March 31, 2024.

CTE Technology Solutions Private Limited (formerly known as CTE Web Apps Private Limited) has net revenue of Rupees 14.12 and net loss after tax is Rupees 3.64 cr during financial year 2024-25 as compared to net revenue of Rupees 0.45 cr and net profit after tax is Rupees 0.24 cr during financial year 2023-24. R. P. Web Apps Private Limited had net revenue of Rupees 4.85 cr and net loss after tax is Rupees 2.15 cr during the period under review as compared to net revenue of Rupees 4.44 cr and net profit after tax 7.65 lakhs during the financial year 2023-24.

Appshark Software, Inc had net revenue of Rupees 28.53 cr and net loss after tax of Rupees 2.85 cr in during the period under review, as compared to net revenue of Rupees 6.99 cr and net profit after tax of Rupees 1.44 cr during the previous financial year. CT Financial services Inc a step down subsidiary company had net revenue of Rupees 3.27 cr and net loss after tax of Rupees 10.86 cr during the period under review as compared to net revenue of Rupees 1.30 cr and net profit after tax of Rupees 84.13 lakhs during the previous financial year. N2T1 AI Solutions Private Limited wholly owned subsidiary incorporated on April 21, 2024 had Nil revenue and had net profit after tax of Rupees 0.01 Lakhs during the period under review. It did not commence operations during previous financial year.

Except for as stated above, there is no material contribution to the overall performance of the company during the financial year 2024-25.

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 31^st March, 2025.

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 1,96,31,015 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, 4 (Four) are Independent Directors, 1 (one) Whole-Time Director and 3 (Three) Non-Executive Directors.

Appointments / Re-appointments

The Shareholders, based on the recommendation of Board of Directors, by way of Postal Ballot (May 14, 2025, being the last date for remote e-voting w.r.t Postal Ballot) have approved the following changes on the Board:

1. Appointment of Mr. Tarakad Narayanan Kannan (DIN 10942544) as Non-Executive, Independent Director of the Company for a period of 5 (five) consecutive years with effect from February 15, 2025.

2. Change in Designation of Ms. Jayalakshmi Kumari Kanukollu (DIN 03423518) from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from March 14, 2025.

The Board of Directors in their meeting held on May 29, 2025 have proposed the appointment of Mr. Raj Kumar Sehgal as Additional Director (Non-Executive) of the company w.e.f June 15, 2025 and further as Non-Executive Director effective from the date of ensuing Annual General Meeting of the Company, subject to the approval of Shareholders.

Also, Shareholders, based on the recommendation of Board of Directors, in Annual General Meeting held on September 30, 2024 have approved re-appointment of:

1. Mr. Sridhar Lalpet (DIN-02539952) as Non-Executive, Independent Director of the Company the for a further period of 5 (five) consecutive years w.e.f. November 13, 2024.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sridhar Lalpet was appointed as an Independent Director of the Company for a period of 5 years w.e.f. November 13, 2019 as approved by the members of the company. The existing tenure of Mr. Sridhar as an Independent Director of the Company was upto November 12, 2024, the Board of Directors of the Company, on the recommendation of Nomination & Remuneration Committee, by passing resolution by Circulation on September 03, 2024 has recommended his re-appointment as an Independent Director of the Company for a further period of five years w.e.f November 13, 2024.

A Brief profile of Mr. Sridhar Lalpet along with the nature of his expertise and the number of companies in which he holds 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. Sridhar Lalpet
DIN	02539952
Date of Birth	18/07/1953
Date of first appointment on the Board	November 13, 2019
Age	72 years
Brief Resume	Mr. L. Sridhar is a practicing Chartered Accountant and Company Secretary with more than 40 years of experience in the fields of Finance, Accounting, Auditing, Company law and Taxation. Before entering into practice as CA, he worked as General Manager (Finance) in Sree Rayalaseema Alkalies & Allied Chemical Limited, a listed Company, as Finance Manager and Company Secretary in Gayatri Starchkem Limited and Divyashakti Granites Limited, both listed companies. Also worked as Accounts Manager in Hyderabad
Qualification	Allwyn Limited, an AP State Government Company. He is a graduate, a fellow member of the Institute of Chartered Accountants of India (ICAI), a fellow member of the Institute of Company Secretaries of India (ICSI) and also a holder of Diploma in information System Audit from ICAI. He is also a licentiate in General Insurance from Insurance Institute of India. Bachelor of Science from SV university

 

	Fellow member of the Institute of Chartered Accountants of India (ICAI)
	Fellow member of the Institute of Company Secretaries of India (ICSI)
	Diploma in information System Audit from ICAI
Experience	Licentiate in General Insurance from Insurance Institute of India More than 40 years of experience in areas of finance, accounts, company secretary, taxation, insurance, internal audit and inventory management. Details provided above.
Terms & Conditions of appointment along with Remuneration sought to be paid	Draft letter of appointment of Independent Directors setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company during normal business hours on any working day (i.e. except
	Saturdays, Sundays & Public Holidays) up to the date of the ensuing General Meeting and is also uploaded on the website of the company. Sitting fees for attending Board and / or Committee
Remuneration last drawn	Meetings is sought to be paid to Mr. Lalpet Sridhar. Sitting fees paid to him attending Board and Committee Meetings for the FY 2024-25 is INR 2,55,000/-
Disclosure of relationships between directors inter- se/Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Nature of his expertise in specific functional areas Number of Meetings of the Board attended during the year	Nil Finance, Accounting, Auditing, Company law and Taxation. 7
Names of Companies/LLP in which he holds the directorship Names of listed entities in which he holds the directorship	Cambridge Technology Enterprises Limited Nil
Name of Listed entities from which he has resigned in the past three years	Nil
Names of Companies (including Listed Companies) in which he holds the membership of Committees of the Board	He does not hold any membership/chairmanship in committees of the board of other companies. However, he is the Chairperson of the Audit Committee, member of Nomination & Remuneration Committee, Stakeholders Relationship Committee and Finance Committee.
Shareholding in the Company including shareholding as a beneficial owner	Nil
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements/ the justification for choosing the appointee.	The skills and capabilities required for the role are Finance, Accounting, Company law and Taxation. Mr. Sridhar Lalpet has the skills and capabilities, in the matters pertaining to Finance, Accounting, Auditing, Company law, Taxation, Compliance and Corporate Governance. His long experience in the above said areas has sharpened his aforesaid skills. His skills and capabilities will be extremely helpful for the Company in matters related to Accounting and Financial expertise, Company law and Taxation.

Resignation(s)/Vacation of Office

There were no resignations, cessations, or vacations of office during the year under review.

KEY MANAGERIAL PERSONNEL

As on date of this report, the following are Key Managerial Personnel of the Company:

Name of Key Managerial Personnel	Designation
Mr. Dharani Raghurama Swaroop	Whole-time Director
Mr. Purnayya Puppala,	Chief Financial Officer
Ms. Priyanka Chugh	Company Secretary & Compliance Officer

Appointments / Resignations

All appointments/ re-appointments of Directors are made in accordance with the relevant provisions of the Act and the rules framed thereunder, the SEBI Listing Regulations, and the rules, guidelines and circulars issued by the Ministry of Corporate Affairs therein.

The Nomination and Remuneration Committee of the Board (‘NRC) conducts due diligence before appointment of Directors and ensures adherence to Regulatory Requirements, Fit and Proper Criteria & Board Diversity.

Changes in the Directors & Key Managerial Personnel of the Company during the Financial Year 2024-25, are as follows:

1. Mr. Sridhar Lalpet (DIN-02539952), was reappointed for a further period of 5 years, as Non-Executive, Independent Director of the Company w.e.f. November 13, 2024. The said reappointment was approved by the shareholders of the Company at the 25^th AGM held on September 30, 2024.

2. Mr. Tarakad Narayanan Kannan (DIN 10942544) was appointed as Non-Executive, Independent Director of the Company for a period of 5 (five) consecutive years with effect from February 15, 2025.

3. The designation of Ms. Jayalakshmi Kumari Kanukollu (DIN 03423518) was changed from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from March 14, 2025.

Changes in the Directors & Key Managerial Personnel of the Company from the end of the financial year as on the date of the report:

1. Mr. Raj Kumar Sehgal was appointed as Additional Director (Non-Executive) of the company w.e.f June 15, 2025 and further as Non-Executive Director effective from the date of ensuing Annual General Meeting of the Company, subject to the approval of Shareholders.

2. Mr. Ashish Bhattad, Company Secretary & Compliance Officer of the company has tendered his resignation vide his resignation letter dated June 14, 2025 from all his positions in the Company with effect from close of business hours of July 28, 2025, and hence he ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. the said date.

3. Ms. Priyanka Chugh was appointed as the Company Secretary & Compliance Officer of the company by the Board of Directors w.e.f. August 12, 2025.

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.

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 (IDs) at the time of appointment and also at the first meeting of the Board held in FY 2024-25, that they meet the criteria of independence and that in the judgement of the Board, they are Independent.

There has been no change in the circumstances affecting their status as ID. In the opinion of the Board, the IDs possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

All Independent Directors have declared that they have complied with sub-rule (1) and/or sub-rule (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.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Company at its various meetings held during the financial year 2024-25 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 obligations 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 of which enables 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+-+2024.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_nominationfiremuner ation_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 2024-25 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 14, 2025. 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.

Also, all Independent Directors declared that they have complied with sub-rule (1) and/or sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014

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 as on March 31, 2025 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 FEES

We confirm that the Annual Listing Fees for the financial year 2023 2024 has been duly paid to BSE Limited and the National Stock Exchange of India Limited. Furthermore, the Annual Listing Fees for the financial year 2024 2025 has also been paid to both exchanges, and there are no outstanding dues as of the date of this report.

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 22^nd Annual General Meeting till the conclusion of 27^th 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, 2025 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 Standalone Financial Statements The Company has significant investments in subsidiaries. Explanation by the Board:

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 Statements

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 investments carry value as stated in the consolidated financial statements. (Refer Note 5 of the consolidated financial statements).

The statutory auditors stated in their reports stated 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. M. Anandam & Co, Chartered Accountants, Hyderabad as Internal Auditors of the Company to conduct internal audit for the financial year 2024 25.

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 2024-25. The Secretarial Audit Report for financial year 2024-25 forms part of the Annual Report as Annexure 2 to the Boards Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company, during the financial year ended March 31, 2025, 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/MGT-7.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 3 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 3 forming part of the Report.

REMUNERATION / FEES TO DIRECTOR FROM WHOLLY OWNED SUBSIDIARY

During FY 2024-25, 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, 2025, 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 off 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.

(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 continues 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 31.03.2024
	31.03.2025
Foreign exchange earnings	425,020,316.71	840,669,539.06
Foreign exchange outgo	56,03,139.22	34,20,805.99
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 2024-25.

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 2024-25, the Company has not received any complaints pertaining to Sexual Harassment.

The details of Complaints are provided below.

The number of sexual harassment complaints received during the year: Zero The number of such complaints disposed of during the year: Zero The number of cases pending for a period exceeding ninety days: Zero

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

The Company ensures full compliance with the provisions of the Maternity Benefit Act, 1961, by adhering to all applicable rules and regulations related to maternity benefits, including but not limited to, paid maternity leave, protection of employment during maternity, and provision of necessary facilities as mandated under the Act.

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 36 & 37 (for financial instruments & risk management and financial risk management) of the Consolidated Financial Statements and Note 33 & 34 (for financial instruments & risk management and financial risk management) of the 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, 2025 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 4 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, 2025 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. Purnayya Puppala, Chief Financial Officer of the Company have provided Compliance Certificate (annexed as Annexure 5 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 2025.

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_partyfitransactions_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 6 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 2024-25, 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, 2025 along with the Certificate from Practicing Company Secretary regarding compliance of conditions 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, 2025 as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and her certificate is annexed as Annexure 7 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, 2022 ,March 31, 2023, March 31, 2024 & March 31, 2025. 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 had delayed the payment of interest on loans from HDFC Bank amounting to

Rupees 0.21 crore, which was due on February 1, 2025. This payment was subsequently made on April 2, 2025. Following this, the Company also defaulted in the repayment of the principal amount of Rupees 32.02 crore to the said Bank. Apart from these defaults, the Company has neither accepted nor renewed any public deposits in accordance with the provisions of Section 73 of the Companies Act, 2013, read with the relevant rules. As on the date of the Balance Sheet, total borrowings from banks and financial institutions stood at Rupees 42.81 crore. Accordingly, there were no outstanding amounts of principal or interest relating to public deposits as of the Balance Sheet date. 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, 2025 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, 2025.

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/-
Dharani Raghurama Swaroop	Sridhar Lalpet
Whole time Director	Independent Director
DIN: 00453250	DIN: 02539952

 

Place: Hyderabad

Date: August 18, 2025