Cambridge Technology Enterprises Ltd Directors Report

Re ections of our leaders on strategic progress and corporate performance review

FINANCIAL AND OPERATIONAL PERFORMANCE

TO THE MEMBERS OF CAMBRIDGE TECHNOLOGY ENTERPRISES LIMITED

The Board of Directors (the Board) is pleased to present the 27 th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL PERFORMANCE/SUMMARY:

The highlights of financial performance of the Company for the financial year ended March 31, 2026, are summarized hereunder:

(All Amounts in Rupees Crores except EPS)

	Standalone		Consolidated
Particulars	31 st March 2026	31 st March 2025	31 st March 2026	31 st March 2025
Revenue from operations	57.24	66.43	181.02	198.92
Other Income	1.83	4.46	3.51	5.24
Total Income	59.07	70.89	184.53	204.16
Total Expenses	55.30	66.04	182.88	250.22
Profit Before Tax	3.77	4.85	1.65	(46.06)
Tax Expense/ (Tax Benefit)	1.04	2.31	1.18	2.00
Profit after tax	2.73	2.54	0.47	(48.06)
Total Comprehensive Income	3.04	2.56	12.43	(44.50)
EPS	1.39	1.30	0.24	(24.48)

REVIEW OF OPERATIONS / STATE OF COMPANYS AFFAIRS:

During the year under review, the companys standalone revenue decreased by 13.83% from Rs. 66.43 crores to Rs. 57.24 crores, while consolidated revenue declined by 9.00% from Rs. 198.92 crores to Rs. 181.02 crores. Despite lower revenue, the company achieved a profit after tax of Rupees 2.73 crores on a standalone basis and a recovery to Rs. 0.48 crore on a consolidated basis.

On Standalone basis the Total Comprehensive Income of the Company increased by 18.75% from Rs. 2.56 crores to Rs. 3.04 crores since last financial year. On consolidated basis the Total Comprehensive Income of the Company increased by 128% from Rs. (44.50) crores to Rs. 12.43 crores.

On standalone basis the profit before tax (PBT) is Rs. 3.77 crore as against Rs. 4.85 crore in the previous financial year. The profit after tax (PAT) is Rs. 2.73 crore as against Rs. 2.54 crore in the previous financial year. The basic earnings per share increased by 6.92% to Rs. 1.39 (previous year Rs. 1.30).

On Consolidated basis the profit before tax (PBT) is Rs. 1.65 crore as against loss of Rs. 46.05 crore in the previous financial year. The profit after tax (PAT) is Rs. 0.48 crore as against loss of Rs. 48.06 crore in the previous financial year. The Earnings Per Share (EPS) increased by 100.98% to Rs. 0.24 (previous year Rs. (24.48)).

Cambridge Technology Enterprises Limited (the Company) is a business and technology services Company with more than 25 years in continuous operation, delivering custom AI solutions, data engineering, enterprise application development, and managed technology services to a diverse base of enterprise and Fortune 500 clients worldwide. The Company organizes its service portfolio around four core practice areas: Artificial Intelligence and Machine Learning, Agentic AI, Data Engineering, and Enterprise Applications.

Three commitments have anchored the Companys operating model throughout its 25+ years: deep technical expertise across a focused set of capabilities, process efficiencies that create sustained operational value for clients, and long-term trusted relationships that go beyond individual project engagements.

The Company also brings data annotation expertise to the table, a critical enabler for AI model training and generative AI development, further extending its broader capabilities. With offices across the US and APAC regions, Cambridge Technology Enterprises Limited serves enterprise clients across a range of industries globally.

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.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of Companys business. Please refer our website www.ctepl.com for details on business.

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 did not recommend any dividend for the financial year ended March 31, 2026.

TRANSFER TO RESERVES:

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

SHARE CAPITAL STRUCTURE:

As on March 31, 2026, the Authorized share capital of the Company was Rs.30,00,00,000 (Rupees Thirty Crores only) divided into 3,00,00,000 (Three crores) equity shares of Rupees 10/- each and paid up capital of the Company remains unchanged at Rs. 19,63,10,150 (Rupees Nineteen Crores Sixty Three Lacs Ten Thousand One Hundred Fifty only) divided into 1,96,31,015 (One Crore Ninety-Six Lacs Thirty-One Thousand and Fifteen only) equity shares of Rupees 10/- each.

During the year under review, the Company did not issue any equity shares, instruments convertible into equity shares, equity shares carrying differential voting rights, or sweat equity shares.

BOARD OF DIRECTORS:

As on March 31, 2026, the Board of Directors of your Company comprises 8 (Eight) Directors, with 4 (Four) Non-Executive and Independent Directors, 1 (one) Executive Director/ Whole-Time Director and 3 (Three) Non-Executive and Non-Independent Directors. The details of the Board composition are available in the Corporate Governance Report section of this Annual Report.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Jayalakshmi Kumari Kanukollu, Non-Executive and Non-Independent Director of the Company (DIN: 03423518) retires by rotation and being eligible, offers herself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority. During FY 2025-26, there has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Act, one (1) meeting of the Independent Directors was held on February 05, 2026. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

During the year under review the following changes took place:

1. Mr. Raj Kumar Sehgals designation was changed from Non-Executive Director to Executive Director and got appointed as Whole-Time Director and Chief Financial Officer of the Company with effect from February 05, 2026.

2. Mr. Dharani Swaroop Raghurama resigned from the position of Whole-Time Director and Chief Financial Officer of the Company and thereafter continued as the Non-Executive and Non-Independent Director of the Company with effect from February 05, 2026.

After the closure of the Financial Year till the date of the report the following changes have taken place:

Appointments/ Re-appointments

1. The Board of Directors in its meeting held on May 30, 2026 approved the appointment of Mr. Vivek Kumar Singh as Additional (Non-Executive and Independent) Director of the company w.e.f. May 30, 2026, subject to the approval of Shareholders. Further, his appointment was regularized by the shareholders of the Company through Postal Ballot dated July 21, 2026.

Resignation(s)/ Vacation of Office/ Cessation

1. Mr. Srinivas Medepalli, Non-Executive and Independent Director of the Company has resigned with effect from May 08, 2026.

2. Ms. Manjula Aleti ceased to be the Non-Executive and Independent Director of the Company on completion of her term as an Independent Director on June 30, 2026.

3. Mr. Stefan Hetges, Non-Executive and Non-Independent Director of the Company has resigned with effect from July 24, 2026.

As at the date of this Report, the following individuals constitute the Board of Directors of the Company:

Name of the Director	Category
Mr. Raj Kumar Sehgal	Executive Director
Mr. Dharani Swaroop Raghurama	Non - Executive and Non - Independent Director
Ms. Jayalakshmi Kumari Kanukollu	Non - Executive and Non - Independent Director
Mr. Lalpet Sridhar	Non - Executive and Independent Director
Mr. Tarakad Narayanan Kannan	Non - Executive and Independent Director
Mr. Vivek Kumar Singh	Non - Executive and Independent Director

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are:

Name of Key Managerial Personnel	Designation
Mr. Raj Kumar Sehgal	Whole-time Director and Chief Financial Officer
Ms. Priyanka Chugh	Company Secretary and Compliance Officer

During the year under review the following changes took place:

1. Mr. Ashish Bhattad, Company Secretary and 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 Company Secretary and Compliance Officer of the Company with effect from the said date.

2. Ms. Priyanka Chugh was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors with effect from August 12, 2025.

3. Mr. Purnayya Puppala has tendered his resignation vide his resignation letter dated October 08, 2025 from his position as the Chief Financial Officer of the Company with effect from close of business hours of October 10, 2025.

4. Mr. Dharani Swaroop Raghurama was appointed as the Chief Financial Officer of the Company with effect from November 14, 2025.

5. Mr. Sreenivasa Sastry Tumuluru was appointed as the Manager of the Company with effect from November 14, 2025.

6. Mr. Dharani Swaroop Raghurama resigned from the position of Whole-Time Director and Chief Financial Officer of the Company and thereafter continued as the Non-Executive and Non-Independent Director of the Company with effect from February 05, 2026.

7. Mr. Raj Kumar Sehgals designation was changed from Non-Executive Director to Executive Director and he was appointed as Whole-Time Director and Chief Financial Officer of the Company with effect from February 05, 2026.

8. Mr. Sreenivasa Sastry Tumuluru has ceased to be the Manager of the Company with effect from March 30, 2026.

MEETINGS OF BOARD AND COMMITTEES:

In line with the requirements of the Act and the Listing Regulations, seven (7) Board Meetings were held during the year under review. Further details of the Board Meetings and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

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 the management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial control was adequate and effective during Financial Year (FY) 2025-26.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of our state of affairs at the end of the financial year and of our profit for that period;

c) The Directors had taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act 2013, for safeguarding the assets and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS ON REMUNERATION:

The particulars of remuneration in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure-A. The statement containing particulars of the top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

The statements required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report.

REMUNERATION / FEES TO DIRECTOR FROM WHOLLY OWNED SUBSIDIARY:

During FY 2025-26, none of the Directors of the Company received any fees/remuneration, as may be applicable, from its wholly owned subsidiary (ies).

EVALUATION OF PERFORMANCE OF THE BOARD AND ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual evaluation of the performance of the Board, its committees, and individual Directors was carried out for Financial Year 2025-26.

The Nomination & Remuneration Committee evaluated the performance of Directors, including Independent Directors, based on performance rating documents submitted by individual directors, and recommended its report to the Board. The Board thereafter reviewed the performance of the Board as a whole, its Committees, and individual Directors, including Independent Directors, through a structured questionnaire with ranking. Based on this assessment, the Board and the Nomination & Remuneration Committee noted that the performance of the Directors, including Independent Directors, was satisfactory, and recommended their continuation as Directors of the Company.

Evaluation Criteria

Board: Experience; appropriate mix of qualifications, skills, and competencies; diversity; roles, responsibilities, and functions; risk evaluation; corporate culture and values; conduct and effectiveness of Board meetings; corporate strategy; business plans; and corporate performance.

Committees: Structure, mandate, composition, independence, working procedures, functions, and effective contribution to the Board.

Individual Directors (including Independent Directors): Qualifications, experience, competency, professional conduct, understanding of the entity, fulfilment of functions, initiative, meeting attendance, contribution to the Company and Board, commitment, and integrity. Independent Directors are additionally evaluated on independence from the Company and other Directors, and on the exercise of judgement and expression of opinion.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The Company at its various meetings held during the Financial Year 2025-26 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, which enables the Directors to contribute significantly to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to the Directors Report.

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

The particulars pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed to this Report as Annexure - B.

CORPORATE GOVERNANCE:

In terms of Regulation 34(3) of the Listing Regulations, the Corporate Governance Report and the Auditors Certificate regarding compliance to Corporate Governance requirements forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the specified thresholds of net worth, turnover, or net profit is required to constitute a CSR Committee to formulate and recommend a CSR Policy and monitor its implementation.

During the financial years ended March 31, 2024, March 31, 2025, and March 31, 2026, the Company did not meet any of the following thresholds:

Net worth of Rs. 500 crore or more; Turnover of Rs. 1,000 crore or more; or Net profit of Rs. 5 crore or more.

Accordingly, the provisions of Section 135 of the Act relating to CSR were not applicable to the Company during the said period.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report on environmental, social, and governance (ESG) disclosures is applicable only to the top one thousand listed entities based on market capitalization. As the Company does not fall within the top one thousand listed entities, these provisions are not applicable to the Company for the financial year under review.

RISK MANAGEMENT:

The Companys Risk Management 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 35 & 37 (for financial instruments & risk management and financial risk management) of the Consolidated Financial Statements and Note 36 to 37 (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, 2026 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 set out in Annexure - C 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 SEBI (Share Based Employee Benefits and Sweat Equity) (SBEB & SE) Regulations, 2021 (SBEB & SE Regulations), 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. Further, the disclosures pursuant to the provisions of above mentioned regulations for the financial year ended March 31, 2026 are available on website of the Company.

The statutory disclosures as mandated under the Act and SBEB & SE Regulations and a Certificate from the Secretarial Auditor, confirming implementation of the Plan in accordance with SBEB & SE Regulations, is hosted on the website of the Company at https://www.ctepl.com/investor-esop-disclosure and will be available for electronic inspection by the Members of the Company during the ensuing AGM of the Company.

Members desirous of inspecting the certificate, may follow the procedure laid down in the Notes to the Notice of the ensuing AGM.

DEPOSITS FROM PUBLIC:

During the year under review, the Company did not accept any deposits from public. Accordingly, no amount of principal or interest on public deposits was outstanding as at the date of the Balance Sheet.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

During the year under review, the particulars of loans given, investments made and guarantees given by the Company pursuant to Section 186 of the Companies Act, 2013 form part of the financial statements and notes to the financial statements of the Company provided in this Annual Report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The composition of the Audit Committee along with its detailed terms of reference, including the scope of its functions are provided in the Corporate Governance Report forming part of this Annual Report. During the year under review, there were no such instances wherein the Board of Directors did not accept the recommendations made by the Audit Committee.

STOCK EXCHANGE LISTING FEES:

We confirm that the Annual Listing Fees for the financial year 2025-26 have been duly paid to BSE Limited and the National Stock Exchange of India Limited and there are no outstanding dues as of the date of this report.

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY:

The Company has adopted a Performance Evaluation, Nomination & Remuneration Policy as required under the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. The Policy, inter alia:

lays down criteria for effective evaluation of the performance of the Board, its Committees, and individual Directors;

establishes a framework for remuneration of Directors, Key Managerial Personnel (KMP), and other employees;

lays down criteria for identifying persons qualified for appointment as Directors or in Senior Management, and for recommending their appointment and removal to the Board; sets criteria for determining qualifications, positive attributes, and independence of a Director;

sets out the policy relating to remuneration of Directors, KMP, and other employees, to ensure a reasonable and sufficient level and composition of remuneration to attract, retain, and motivate them; and

Defines the role of the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015.

The Policy is available on the Companys website at: https://resources.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_policy.pdf.

Further details as required under Section 134(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (LODR) Regulations, 2015, and other applicable provisions, are provided in the Corporate Governance Report.

SUBSIDIARIES/ ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2026, the Company has six (6) wholly owned subsidiaries and five (5) step-down subsidiaries, as follows:

Wholly Owned Subsidiaries:

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. Cambridge Technology Inc. , USA;

5. Cambridge Technology Investments Pte. Ltd. , Singapore;

6. Appshark Software, Inc. , USA.

Step-Down Subsidiaries:

1. Cambridge Innovation Capital LLC, USA;

2. Cambridge BizServe Inc. , Philippines;

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

4. Cambridge Technology Financial Services Inc. , USA;

5. CBIZ Information Technology LLC, Dubai;

Names of companies, which have become Subsidiaries, joint ventures or associate companies during the financial year 2025-26: During the year under review no Companies have become Subsidiaries, joint ventures or associate companies of the Company.

Names of companies which have ceased to be Subsidiaries, joint ventures or associate companies during the financial year 2025-26:

N2T1 AI Solutions Private Limited wholly owned subsidiary was voluntarily struck off from the register of companies maintained by the Registrar of Companies by making an application to the Registrar of Companies with effect from March 31, 2026.

Names of companies which have ceased to be Subsidiaries, joint ventures or associate companies post the financial year 2025-26:

R.P. Web Apps Private Limited has ceased to be a subsidiary of the Company with effect from April 06, 2026.

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 form AOC-1 appended as Annexure - D to the Boards Report and forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated and adopted a policy on dealing with Related Party Transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https://resources.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 Listing Regulations 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 - E 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 2025-26, 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 Listing Regulations. 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.

As per Listing Regulations and the terms of reference of the Audit Committee, the Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties.

AUDITORS:

STATUTORY AUDITORS AND THEIR REPORT:

The members of the Company at the 22 nd AGM held on September 27, 2021, approved the appointment of M/s. B R A N D & Associates LLP, Chartered Accountants (Firm registration No. 012344S/S200101) as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 22 nd AGM, until the conclusion of the 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, 2026, 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 have stated in their reports that they have relied on the same and that their opinion is not modified in respect of these matters.

The existing Statutory Auditors, M/s. B R A N D & Associates LLP, Chartered Accountants (FRN: 012344S/S200101), shall complete their term of five (5) consecutive years as Statutory Auditors of the Company and, accordingly, shall retire at the conclusion of the ensuing Annual General Meeting of the Company in accordance with the provisions of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on September 02, 2026, has approved the appointment of M/s. S B C & Co., Chartered Accountants (FRN: 004673S), as the Statutory Auditors of the Company, for a term of five (5) consecutive years in place of the retiring Statutory Auditors, M/s. B R A N D & Associates LLP. M/s S B C & Co., Chartered Accountants (Firm Registration No. 004673S), have confirmed to the Company that their appointment, if made, shall be in accordance with the conditions prescribed under Section 141 of the Companies Act, 2013, and that they satisfy the criteria of eligibility, qualification and disqualification specified therein. They have also confirmed that they are not disqualified from being appointed as Statutory Auditors of the Company in terms of the provisions of the Act, the Chartered Accountants Act, 1949, and the rules and regulations made thereunder.

Further the firm has given its written consent to act as the Statutory Auditors of the Company, along with a certificate to the effect that the appointment, if made, will be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. The firm also holds a valid Peer Review Certificate bearing No. 021792, issued by the Institute of Chartered Accountants of India (ICAI), which is currently in force.

The proposed appointment of M/s. S B C & Co., Chartered Accountants, is subject to the approval of the Members of the Company at the ensuing Annual General Meeting. The resolution seeking approval of the Members for the said appointment along with the profile of M/s. S B C & Co., Chartered Accountants has been included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL AUDIT AND REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of Listing Regulations, the members of the Company at the 26 th AGM held on September 15, 2025, approved the appointment of M/s. Kashinath Sahu & Co., Practising Company Secretaries (Peer Review Certificate No. 2957/2023) as the Secretarial Auditor of the Company for a period of 5 consecutive years commencing from FY 2025-26 until FY 2029-30. The report of the Secretarial Auditor along with the Certificate of Non-Disqualification of Directors for the year ended March 31, 2026, is annexed to this report as Annexure - F .

There was a qualification in the Secretarial Audit Report as follows:

The company had duly submitted the shareholding pattern pursuant to Regulation 31(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on BSE, however inadvertently missed filing the same on the NSE and pursuant to which the Company received intimation from the NSE in this regard. Thereafter Company completed the requisite filing and paid the applicable fine levied thereon.

Management Reply:

Due to an inadvertent oversight coupled with technical issues encountered while submitting the Shareholding Pattern for the quarter ended December 31, 2025, on the NSE portal, the filing could not be completed within the stipulated time. Subsequently, the Company submitted the Shareholding Pattern after the prescribed deadline. Consequently, NSE levied a fine of Rs. 61,360/- for the delay in compliance, which the Company has since paid. The Company has also streamlined its internal processes to ensure strict adherence to regulatory timelines moving forward.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/s. M. Anandam & Co, Chartered Accountants, Hyderabad as Internal Auditors of the Company to conduct internal audit for the financial year 2025-26.

The Board of Directors in their Board Meeting held on May 30, 2026 have appointed M/s. Aggarwal Monika, Chartered Accountants, Delhi, (FRN: 036032N) as Internal Auditors of the Company to conduct internal audit for the financial year 2026-27.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. For further details, please refer to the Internal control systems and their adequacy section of the Management Discussion and Analysis Report. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Companys website at https://resources.ctepl.com/pdfs/investors/MGT-7.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for its employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys Code of Conduct.

To this effect, the Board has adopted a Whistle Blower Policy (WBP), which is overseen by the Audit Committee.

The Policy inter alia provides safeguards against victimization of the Whistle Blower, Employees and other stakeholders and also provide direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The same is available on Companys website at https://resources.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT AND MATERNITY BENEFIT:

The Company has zero tolerance for sexual harassment at workplace and 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 adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder for prevention and redressal of complaints under the above Act.

The Company has constituted an Internal Committee (IC) under the POSH Act. As on March 31, 2026, the details of the complaints under the POSH Act and the rules framed thereunder are as under:

Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending as on end of the financial year	0
Number of complaints pending for more than ninety days	0

The Policy is uploaded at https://resources.ctepl.com/pdfs/investors/CTE_Policy-against-sexual-harrasment_POSH.pdf

Further, during FY 2025-26, the Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

CEO/CFO CERTIFICATION:

Mr. Raj Kumar Sehgal, Whole-Time Director and Chief Financial Officer of the Company has provided Compliance Certificate annexed as Annexure - G to this report to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, 2015 for the financial year ended March 31, 2026.

GENERAL:

Pursuant to the applicable provisions of the Act and the rules made thereunder, your Directors affirm that during the financial year ended March 31, 2026:

There were no material changes and commitments affecting the Companys financial position between the end of the financial year to which this financial statement relates and the date of this report.

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

There were no instances where the Company required the valuation for one time settlement or while taking the loan from any banks or financial institution.

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

There was no revision of financial statements and Boards Report of the Company during the year under review.

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.

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

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

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. The borrowings from HDFC Bank have been repaid in full on October 08, 2025.

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.

Pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 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 sustain its performance. 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.

Place: New Delhi		For and on behalf of the Board of Directors
Date: September 02, 2026	Sd/-	Sd/-
	Raj Kumar Sehgal	Vivek Kumar Singh
	Whole-Time Director and CFO	Non-Executive and Independent Director
	DIN: 01570858	DIN: 09029741
	Add: 6141/1, Santushti Apartments, D-6, Vasant Kunj, South West Delhi, New Delhi-110070, India	Add: L-54, L Block Vijay Vihar, Phase-2, Rohini Sector-4, New Delhi-110085, India