Ceinsys Tech Ltd Directors Report

Dear Members,

The Board of directors take pleasure in presenting the 27th (Twenty-Seventh) Boards Report on the business and operations of the Company for the financial year ended March 31,2025.

Results of Your Companys operations and Companys Performance

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2025	2024	2025	2024
I. Revenue from Operations	39,973	23,347	41,806	25,294
II. Other Income	2,587	1,396	1,166	363
III. Total income (I + II)	42,560	24,743	42,972	25,657
IV. Expenses
Operating Expenses	15,835	7,345	15,894	7,380
Employee Benefits Expenses	9,750	7,220	12,411	8,910
Finance Costs	229	470	252	471
Depreciation and Amortisation Expenses	563	458	822	516
Other Expenses	5,102	4,188	5,702	4,596
Total Expenses (IV)	31,479	19,681	35,081	21,873
V. Profit/(Loss) Before Share of Profit of Joint Venture, Exceptional	11,081	5,062	7,891	3,784
Items and Tax (III-IV)
VI. Share of Profit of Joint Venture	-	-	1,063	1,182
VII. Profit/(Loss) Before Exceptional Items and Tax (III-IV)	11,081	5,062	8,954	4,966
VIII. Exceptional item	-	-	-	-
IX. Profit/(Loss) before tax (V+VII)	11,081	5,062	8,954	4,966
X. Tax expenses	2,943	1,467	2,630	1,466
XI. Profit/(Loss) for the period/year after tax ( IX - X)	8,138	3,595	6,324	3,500
XII. Total Other Comprehensive Income	(36)	(15)	36	31
XIII. Total Comprehensive Income for the year (XI+XII)	8,102	3,580	6,360	3,531
XIV. Paid-up Equity Share Capital (Face value of Rs. 10/-each)	1,744	1,634	1,744	1,634
XV. Basic Earnings Per Equity Share of 10/- each:	48.09	23.13	37.37	22.52

Financial Position

( In Lakhs)

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2025	2024	2025	2024
Equity		·
Equity Share Capital	1,744	1,634	1,744	1,634
Other Equity	38,681	19,269	39,444	21,775
Total Equity	40,425	20,903	41,188	23,409
Non-Current Liabilities	620	392	759	416
Current Liabilities	14,971	8,390	15,819	8,782
Total Liabilities	15,591	8,782	16,578	9,198
Equity + Liabilities	56,016	29,685	57,766	32,607
Property, Plant and Equipment, Capital Work in Progress and Investment Property	3,909	2,287	4,634	2,380
Goodwill, Intangible Assets and Intangible Assets under development	2,294	2,001	3,656	2006
Other Non-Current Assets	6,880	5,551	4,907	5,316
Current Assets	42,933	19,829	44,569	22,888
Assets held for sale	-	17	-	17
Total Assets	56,016	29,685	57,766	32,607

1. Financial Performance Revenue - Standalone

On a standalone basis in financial year 2024-25, our Revenue from operations has shown an increase of 71% which resulted increase of Revenue to Rs. 39,973 lakhs in FY 202425 as compared to previous FY 2023-24 which was Rs. 23,347 Lakhs..

Revenue - Consolidated

On consolidated basis in financial year 2024-25, our Revenue from operations has shown an increase of 65%which resulted increase of Revenue to 41,806 Lakhs in FY 202425 as compared to financial year 2023-24 which was Rs. 25,294 Lakhs..

Profits - Standalone

On a standalone basis in financial year 2024-25, the profit before tax and exceptional items has shown an increase of 119% in current FY 2024-25 and stood at Rs. 11,081 Lakhs and Profit after exceptional items and tax stood at Rs. 8,138 lakhs. Whereas, in FY 2023-24 the profit before tax and exceptional items stood at Rs. 5,062 Lakhs and Profit after exceptional items and tax at Rs. 3,595 lakhs.

Profits - Consolidated

On consolidated basis in financial year 2024-25, the profit before tax and exceptional items has shown an increase of 109% and stood at Rs. 7,891 lakhs in FY 2024-25. Profit after exceptional items and tax is Rs. 6,324 lakhs in FY 2024-25. Whereas, in FY 2023-24 the profit before tax and exceptional items stood at Rs. 3,784 Lakhs and Profit after exceptional items and tax at Rs. 3,500 lakhs.

EPS- Standalone

On Standalone basis, basic earnings per share increased to Rs. 48.09 for financial year 2024-25 as compared to basic earnings per share of Rs. 23.13 for last financial year 2023-24.

EPS- Consolidated

On Consolidated basis, basic earnings per share increased to Rs. 37.37 for financial year 2024-25 as compared to basic earnings per share of Rs. 22.52 for last financial year 2023-24.

2. Dividend

Your directors have recommended a final dividend of ? 3.50 per Equity share for financial 2024-25 aggregating to ? 610.44 Lakhs subject to approval of Shareholders at the ensuing 27th Annual General Meeting of the Company to be held on Monday, September 29, 2025.

3. Share Capital Structure

As on March 31, 2025 and taking into consideration the merger of Allygrow Technologies Private Limited with the Company, the Authorised Share Capital of the Company is Rs. 31,60,00,000 comprising of 3,16,00,000 (Three Crores and Sixteen Lakhs) equity shares of Rs. 10/- each and the Paid-up Share Capital of Rs. 17,44,11,460/- comprising of 17,44,11,46 equity shares of Rs. 10/- each. The Paid-up Share Capital of the Company was increased from Rs. 16,33,93,970/- to Rs. 17,44,11,460/- during the year under review on account of allotment of 11,01,749 equity shares. The Company has also issued 30,96,515 Convertible Warrants to certain Promoters and Non-promoters on preferential basis as appended below. The shares of the Company are listed on BSE Limited.

Preferential Allotment of Shares and Warrants

The Company on September 20, 2024 made allotment of 11,01,749 equity shares of Rs. 10/- each fully paid and 30,96,515 share warrants convertible into equivalent number of equity share on preferential basis to below mentioned nonpromoters and promoters/promoter group on Preferential / Private Placement basis pursuant to ShareholdersResolution dated April 29, 2024 and In-Principle approval received from the BSE Limited dated September 5, 2024:

Name of Allottee	Category of Investor	Issue Price	Type of Issuance	Type of Securities	No of Securities allotted
Rare CP Fund I LP	Non-Promoter	Rs. 59.90/-	Preferential Issue	Equity Shares	7,44,543
				Convertible share warrants	14,89,086
Raisoni Capital Finance Private Limited	Non-Promoter	Rs. 59.90/-	Preferential Issue	Equity Shares	1,78,603
Treble Trading And Investment Company Private Limited	Non-Promoter	Rs. 59.90/-	Preferential Issue	Equity Shares	1,78,603
Mr. Sagar Dattatraya Meghe	Promoter	Rs. 59.90/-	Preferential Issue	Convertible share warrants	7,14,413
Mrs. Devika Sagar Meghe	Promoter Group	Rs. 59.90/-	Preferential Issue	Convertible share warrants	7,14,413
Mr. Raghav Sameer Meghe	Promoter Group	Rs. 59.90/-	Preferential Issue	Convertible share warrants	1,78,603

During the reporting period, the Company had received 100% consideration in Cash amounting to Rs. 61,68,69,265/-(Indian Rupees Sixty One Crores Sixty Eight Lakhs Sixty Nine Thousand Two Hundred and Sixty Five only) against allotment of 11,01,749 equity shares of Rs. 10/- each fully paid and 25% consideration in Cash amounting to Rs. 43,34,34,687/-(Indian Rupees Forty Three Crores Thirty Four Lakhs Thirty Four Thousand Six Hundred and Eighty Seven only) against allotment of 30,96,515 Share warrants convertible into the equity shares of Rs. 10/- each from the above mentioned allottees aggregating to Rs. 1,05,03,03,952/-The above consideration was as per the terms of issue.

The details of utilization of funds raised through the aforesaid preferential allotment is given under Corporate Governance Report forming part of this Board Report.

Employee Stock Option Schemes

The Company grants share-based benefits to eligible employees with a view of attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives and promoting their increased participation in the growth of the Company.

The Company had issued and implemented following employee Stock Option Schemes during the Financial Year 2024-25:

1. Ceinsys Employee Stock Incentive Scheme 2024

2. Ceinsys Employee Stock Option Plan 2024

The Ceinsys Employee Stock Incentive Scheme 2024 and Ceinsys Employee Stock Option Plan 2024 were approved by the Board at its Meeting held on March 30, 2024 and were further approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024. However, Ceinsys Employee Stock Option Plan 2024 was subsequently amended by Board at its meeting held on November 12, 2024, subject to receipt of approval from shareholders of the Company by way of Special Resolution and was eventually approved by the shareholders through Postal Ballot on December 21, 2024. During the reporting year the Company has issued and granted Employee Stock Options under Ceinsys Employee Stock Incentive Scheme 2024 and Ceinsys Employee Stock Option Plan 2024 to the identified employees on June 10, 2024 and December 25, 2024, January 2, 2025 respectively.

The aforementioned schemes are in compliance with the terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"). The Company has obtained certificate from the Secretarial Auditor of the Company stating that the aforementioned schemes have been implemented in accordance with the SBEB Regulations and the resolutions have been passed by the members approving/amending the aforementioned schemes. The certificates are available for inspection by members in electronic mode. The details as required under Part F of Schedule II pursuant to Regulation 14 of the SBEB Regulation, are available at the Companys website at www.cstech.ai. Further details of the aforementioned ESOP Schemes during the reporting financial year 2024-25 are as follows:

Sr. No.	Particulars	Ceinsys Employee Stock Incentive Scheme 2024	Ceinsys Employee Stock Option Plan 2024
1	Number of options granted during the reporting period	6,50,000	10,16,970
2	Number of options vested during the year	Nil	Nil
3	Number of options exercised during the year	Nil	Nil
4	Total number of shares arising as a result of exercise of option	Nil	Nil
5	Exercise Price	The Exercise Price of the options granted shall be Rs. 10/- per equity share	The Exercise Price of the 2,00,000 and 8,16,970 options granted shall be Rs. 1,730.30/- and Rs. 1,915.55 per equity share respectively
6	Number of options surrendered	2,50,000	Nil
7	Number of options lapsed	Nil	8,16,970*
8	Variation of terms of options	Nil	Nil
9	Money realized by exercise of options	NA	NA
10	Total number of options ungranted and outstanding at the end of the year	Nil	11,00,000

*Note: As on date of this Boards Report, the 8,16,970 ESOPs granted to the eligible employee (“Grantee) under the Ceinsys Employee Stock Option Plan 2024 stands cancelled due to resignation by such grantee before vesting.

4. Transfer to Reserves

The Company has not transferred any amount to the general reserve account during the reporting period.

5. Capital Expenditure on Assets on Consolidated Basis:

During financial year 2024-25 the company incurred capital expenditure of Rs. 2,184 Lakhs as compared Rs. 505 Lakhs in the last financial year 2023-24.

6. Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Companys website https://cstech.ai/investors/ .

7. Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

8. Public Deposits

The Company has not accepted deposits within the meaning of the provision of Chapter V of the Companies Act, 2013 read with the relevant Rules.

9. Maintenance of Cost Records

The Company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

10. Particulars of Contracts or Arrangements made with Related Parties

All contracts/ arrangements/transactions entered by the Company with the related parties during the financial year with the related party were in ordinary course of business and were at arms length basis. Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Standalone Financial Statements under Note No. 42 which forms part of the Annual Report.

As per the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Company has formulated and adopted Policy on Related Party Transactions; details of the same are provided in Annexure-6 to the Boards Report. Further, the Company during the reporting year, has not entered into a contract/ arrangement/ transaction which is considered material in accordance with the definition of materiality as included in the Companys Related Party Transaction Policy read with Regulation 23 Listing Regulations as amended from time to time. However, there was related party transaction among Allygrow Technologies Private Limited Allygram Systems and Technologies Private Limited and Grammer AG and group entities of Grammer AG amounting upto Rs. 50.00 Crore which was considered material related party transaction. The Company had taken approval of Shareholders for entering into the said material related party transaction as required under the Listing Regulations.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is appended as Annexure-2 to this Boards Report.

11. Material Changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report:

No material event except as mentioned below has occurred after the Balance Sheet till the date of this Report:

a. Honble National Company Law Tribunal ("NCLT"), Bench at Mumbai vide its Order dated April 11, 2025 ("Order"), has approved Scheme of Amalgamation in the form of Merger by absorption ("Scheme") of Allygrow Technologies Private Limited, the Transferor Company (Wholly Owned Subsidiary Company of the Company) with Ceinsys Tech Limited, the Transferee (Company). The Appointed Date of the Scheme is April 1,2024. The Scheme came into effect on April 30, 2025, pursuant to filing of form INC-28 by both the Transferor Company and Transferee Company.

b. The Board at its meeting held on May 3, 2025 and on the recommendation of the Nomination and Remuneration Committee and Audit Committee approved appointment of Mr. Phaneesh Murthy (DIN:00388525) as an Additional Director in the category of NonExecutive - Independent Director of the Company with effect from May 3, 2025, subject to approval of the shareholders of the Company. The Board has also recommended regularization of appointment of Mr. Phaneesh Murthy as a Non-Executive Independent Director of the Company for the term of 5 (Five years) with effect from May 3, 2025, subject to approval of shareholders of the Company.

c. The Board at its meeting held on May 3, 2025 and on the recommendation of the Nomination and Remuneration Committee and Audit Committee, approved appointment of Mr. Surej Kunthithayyil Poyil (DIN 10999955) as an Additional Director under Executive Category of the Company with effect from May 3, 2025. He was earlier appointed as the CEO Designate of the Company and the CEO of the Wholly Owned Subsidiary Technology Associates Inc USA as per the intimation dated March 26, 2025, w.e.f April 3, 2025.

d. The Board at its meeting held on May 3, 2025 and on the recommendation of Audit Committee, approved appointment of M/s PricewaterhouseCoopers Services LLP as an Internal Auditor of the Company for a term of one year i.e. for FY 2025-26.

e. The Board at its meeting held on May 3, 2025 and on the recommendation of Audit Committee has approved appointment of Mr. Sushil Kawadkar, Practicing Company Secretary and a Peer Reviewed Company Secretary, Nagpur as the Secretarial Auditor of the Company for a period of 5 years commencing from April 1, 2025 till March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting.

12. Board Policies

The details of the policies approved and adopted by the board as required under Companies Act, 2013 and Listing Regulations are provided in Annexure-6 to the Boards Report.

13. Risk Management

The Company has sound systems to manage the risks. Management of Risk is an integral and important component of Corporate Governance. This robust Risk Management system ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business.

The Companys overall Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Companys competitive advantage. This risk management system thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Management Discussion & Analysis Report contains detailed information on the risk management process of the Company.

The Company is not required to constitute Risk Management Committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

14. Business Description and State of Companys Affairs

Ceinsys Tech Limited operates at the forefront of technology- driven solutions, specializing in geospatial services, industrial automation, and infrastructure development. As a leader in the field, Ceinsys excels in delivering tailored solutions that empower clients across various sectors to optimize their operations and achieve sustainable growth. The companys state of affairs reflects robust growth and a commitment to innovation, evidenced by its strategic expansions into new markets and pioneering projects that set industry benchmarks. Ceinsys steadfast dedication to quality, reliability, and customer satisfaction underpins its success, making it a trusted partner for organizations seeking transformative solutions in todays dynamic business landscape.

Ceinsys remains committed to enhancing enterprisewide resilience and aims to set the standard for business excellence. The acquisition of Allygrow, a specialized global engineering services firm, has significantly broadened its global footprint and impact. Ceinsys service portfolio now integrates the expertise and capabilities brought onboard by Allygrow Technologies Private Limited. This strategic move empowers Ceinsys to offer clients and potential partners transformative business opportunities through intelligent GIS-enabled digital solutions. Our ongoing investments in strategic initiatives underscore our dedication to delivering enhanced outcomes for our clients.

Currently, the services offered by Ceinsys, and its subsidiaries encompass a diverse range of areas:

• Geospatial Services and solutions cover mapping of cadastral terrain, natural resources like mining, forest, and agriculture, as well as health, sanitation, enterprise assets, and utilities.

• Web GIS Integrated solutions include decision support systems, enterprise administrative portals, and end- to-end capabilities in Utilities, Municipal, ULBS, and agriculture domains.

• Expert engineering solutions provide consulting services for Non-Revenue Water (NRW), urban and rural water supply and sewage schemes (DPR), SCADA and automation for water and electric transmission and distribution, smart water solutions, and metering Infrastructure (AMI). Additionally, services extend to Roads and Highways (DP?), Road Asset Management System (RAMS), corridor mapping, 5DBIM, CDE for Transport, Infrastructure, and Construction industry, Project Management Consultancy (PMC), and third- party inspection (TPI).

• New-age technology solutions encompass Lidar Data Capturing and Processing, UAV Data capturing and processing, Laser Scanning and 3D Modelling, Point cloud extraction, Photogrammetry Solutions, Digital Twin Engineering, and AI/ML-based solutions.

• Automotive Engineering Services include product engineering such as concept generation, engineering, detail design, feasibility studies, packaging, integration, virtual verification through CAE/FEA/CFD, and change management. Manufacturing engineering covers consulting, plant design and optimization, tooling design, robotics automation, and simulation. Advanced technologies focus on IoT and IIOT for Industry 4.0 and AI-based computer vision solutions.

Ceinsys is actively expanding its capabilities and establishing itself as an integrated solution provider in Geospatial, Engineering, Automotive, and IT sectors.

15. Human Capital Management

The Company attracts highly skilled and competent resources. As of March 31, 2025, the Companys workforce was 1,133 in number. The vision is to be a strategic partner in driving organizational excellence by developing and inspiring the true potential of the companys human capital.

Employee Engagement and Experiences.

The policies and processes are to align them to meet the business Goals and Objectives, keeping the directions steady on employee satisfaction, improving productivity, fostering a positive work environment, and promoting employee well-being, we value our people and take various actions for employee engagement based on focused feedback received through periodic means.

Organizational Training as per CMMI L5

The Company was reappraised by External CMMI leads on the Companys training and development of employees, leading to excellent best practices being followed. The Companys annual Goals and KRAs have mandated learning hours for each employee, and strategic investment in the Companys employees, and its future. The skill development competency-wise was well appreciated by auditors on the skill Index.

Also, the self-directed learning culture encourages employees to learn at their own pace and in a learning environment of their preference. The Company has mandated certification and courses with leaders that guide and support them in their development and high usage of learning apps.

The Companys knowledge Repository carries over 657+ certifications and 17000+ Manhours of training as per business needs.

Inclusion & Diversity

The Company is committed to fostering a workforce that is equal, inclusive, and diverse. It has a Diversity and NonDiscrimination Policy that guides its management and hiring practices to promote diversity and inclusion. The Companys dedication for supporting individuals with disabilities has resulted in successful retention in this area. As an Equal Opportunity Employer, the Company gains a competitive advantage in staffing.

Human Rights

The Company is committed to the protection and advancement of human rights. The Companys main human rights-related focus areas are promoting good practice through our large and diverse supply chain and supporting a diverse and inclusive corporate culture.

16. Management Discussion and Analysis

In terms of the provisions of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Managements Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

17. Subsidiaries including Material Subsidiaries

During the financial year 2024-25, Honble National Company Law Tribunal ("NCLT"), Bench at Mumbai vide its Order dated April 11,2025 ("Order"), has approved Scheme of Amalgamation in the form of Merger by absorption

("Scheme") of Allygrow Technologies Private Limited, the Transferor Company (Wholly Owned Subsidiary Company of the Company) with Ceinsys Tech Limited, the Transferee (Company). The Appointed Date of the Scheme is April 1, 2024. The Scheme came into effect on April 30, 2025, pursuant to filing of form INC-28 by both the Transferor Company and Transferee Company. In order to expand Companys operations globally, the Company on July 1, 2024, established a Wholly Owned Subsidiary at Singapore called Ceinsys Tech (Singapore) Pte Ltd. As on March 31, 2025, the Company has following seven direct Subsidiaries:

1. ADCC Infocom Private Limited,

2. Ceinsys Tech (Singapore) Pte Ltd,

3. Allygrow Technologies B.V,

4. Technology Associates Inc.,

5. Allygrow Technologies, GmbH and

6. Allygrow Technologies Ltd., UK

7. Allygram Systems and Technologies Private Limited (JV Subsidiary Company)

As on March 31, 2025, Allygram Systems and Technologies Private Limited and Technology Associates Inc were identified as Material Subsidiaries of the Company as per the thresholds laid down under the Listing Regulations and Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the Companys subsidiaries in the prescribed format AOC-1 is appended as an Annexure-1 to the Boards Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated financial statements have been placed on the website of the Company at www.cstech.ai .

18. Corporate Governance

The Company has adopted best corporate governance practices. These are further consistently followed. The Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholders value. The directors of the Company reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. A detailed report on Corporate Governance forms an integral part of this Annual Report and is set out as separate section therein.

19. Audit reports and Auditors

Audit reports

• The Auditors Report for FY 2024-25 provided by M/s Chaturvedi & Shah LLP, Chartered Accountants, Statutory Auditors of the Company on Standalone and Consolidated Financial Statements (Financial Statements) does not contain any qualification, reservation or adverse remark. The statements made by the Auditors in their report are self - explanatory and do not call for any further comments. The Auditors Report is enclosed as separate section with the financial statements in this Annual Report.

• Statutory Auditors have also provided their independent report on effectiveness of Internal Financial Controls over Financial Reporting which does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed as separate section with the financial statements in this Annual Report.

• The Companys Internal Audit is being conducted by Independent Auditors on quarterly basis and they furnish their quarterly report on their observations to Audit Committee for review.

• The Secretarial Auditors Report for FY 2024-25 does not contain any qualification, reservation, or adverse remark. The statements made by the Secretarial Auditors in his report are self - explanatory and do not call for any further comments. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Boards Report as Annexure-4, a Secretarial Audit Report given by the Secretarial Auditor.

• The Secretarial Auditors Report of Material Subsidiary of M/s Allygram Systems and Technologies Private Limited for FY 2024-25 is available on the website of the Company www.cstech.ai. Since Allygrow Technologies Private Limited, has been merged with Ceinsys Tech Limited pursuant to order of Honble National Company Law Tribunal ("NCLT"), Bench at Mumbai dated April 11, 2025 ("Order"), it is not required to conduct Secretarial Audit for FY 2024-25.

• The Secretarial Auditors certificate on the implementation of share-based schemes in accordance- with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

• As required under Listing Regulations the Practicing Company Secretarys Certificate on Corporate Governance and non-disqualification of directors including KYC requirement is appended as Annexure-8. The appended certificate does not contain any qualification, reservation or adverse remarks.

Auditors

• Statutory Auditors

M/s Chaturvedi & Shah LLP, Chartered Accountants (FRN: 101720W/W100355), was appointed as Statutory Auditors for a term of 5 consecutive years at the 20th Annual General Meeting (AGM) held on September 29, 2018 till conclusion the 25th AGM of the Company held on September 16, 2023. Subsequently, M/s Chaturvedi and Shah LLP, Chartered Accountants (Reg No. 101720W/ W100355) was re-appointed at 25th AGM as Statutory Auditors of the Company for second term of 5 years to hold office from the conclusion of 25th AGM till the conclusion of 30th AGM to be held in FY 2028-29. M/s Chaturvedi & Shah LLP, Chartered Accountants had furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company at the time of reappointment.

• Internal Auditors

The Company has appointed M/s PricewaterhouseCoopers Services LLP as an Internal Auditors of the Company for a term of one year i.e. for FY 2025-26 to conduct Internal Audit functions for the period from April 1, 2025 to March 31, 2026.

• Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sushil Kawadkar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Boards Report as Annexure-4, a Secretarial Audit Report given by him for financial year 2024-25. Further, the Board at its meeting held on May 3, 2025 and on the recommendation of Audit Committee has approved appointment of Mr. Sushil Kawadkar, Practicing Company Secretary and a Peer Reviewed Company Secretary, Nagpur as the Secretarial Auditor of the Company for a period of 5 years commencing from April 1,2025 till March 31,2030, subject to the approval of shareholders at the ensuing Annual General Meeting.

20. Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

21. Segment Reporting

The Companys operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the internal business reporting systems.

In order to keep the Companys segment reporting in tune with the current business offerings of the Company and foreseeable business growth, the Company had re-classified the segment reporting on both Standalone and Consolidated basis during the period under review as mentioned below :

Sr.	Previous Segment	Re-classification of
No.	Reporting	Segment Reporting
1	Enterprise Geospatial & Engineering Services	Geospatial and engineering services
2	Software Products	Technology Solutions
3	Power Generation	Others (which also would include those which dont classify into the above two above segments.)

22. Board of Directors and its Meeting

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non- Executive and Independent Directors including Woman Director. The Chairman of the Board is a Non-Executive Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. The Board met Eight (8) times during the financial year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act, 2013.

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

23. Investor Education and Protection Fund (IEPF)

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

24. Directors Responsibility Statement

The Standalone and Consolidated financial statements for the financial year ended March 31 ,2025 are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis, the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or the revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

II. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

III. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Internal Financial Controls with Reference to Financial Statements

The Company has internal financial control systems to commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit and management committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25. For more details, refer to the Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.

26. Declaration of Independence by Independent Director

Independent Directors of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions the Companies Act, 2013 and SEBI Listing Regulations.

The evaluation parameters and the process have been explained in Corporate Governance Report.

28. Familiarization Program for Board Members

The Board members are provided with necessary documents /brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made on business and performance updates of the Company, business strategy and risks involved. The Directors are also updated with various regulations prevailing at the time and the new judicial pronouncements, if any.

29. Policy on Directors Appointment, Remuneration and other details

The Nomination and Remuneration Committee (NRC) has adopted the policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management and the same is available on the website of the company at https://www.cstech.ai/investors/. This policy is framed in compliance with the applicable provisions of Regulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (the Regulations) and Section 178 and other applicable provisions of the Companies Act, 2013.

The details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annexure-3 of the Boards Report.

30. Change in the position of Directors, Key Managerial Personnel (KMPs) and Senior Management

The following appointments, re-appointments and resignations were made during the year and till the date of this report:

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on February 13, 2024 appointed Mrs. Maya Swaminathan Sinha (DIN:03056226) as an Additional Director under the category of Non-Executive Independent Director of the Company with effect from February 13, 2024. The appointment was regularised by the shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024 by passing Special Resolution.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on March 30, 2024 approved continuation of appointment of Mr. Sagar Meghe (DIN: 00127487) as Non-Executive and Non-Independent Director of the Company pursuant to Regulation 17(1D) Listing Regulations, which was subsequently approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on March 30, 2024, appointed Mr. Kaushik Khona (DIN:00026597) as an Additional Director and as Managing Director, India Operations of the Company for a period of three (3) years with effect from March 30, 2024, subject to approval by Shareholders of the Company. The same was subsequently regularized and approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on April 29, 2024.

• Mr. Samir Sabharwal was appointed as Joint Chief Financial Officer of the Company with effect from May 27, 2024

• CA Amita Saxena tendered her resignation from the post of Chief Financial Officer of the Company with effect from July 10, 2024 and Mr. Samir Sabharwal who was holding the position of Joint Chief Financial Officer, was re-designated as Chief Financial Officer of the Company with effect from August 12, 2024.

• The Company faced significant loss with sad demise of Late Shri Hemant Thakre who held the position of Chief Administrative Officer of the Company. He passed away on December 14, 2024.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on January 17, 2025, appointed Mr. Rohan Singh as Executive Vice President- Strategic Initiatives of the Company (Senior Management Personnel), which was subsequently approved by Shareholders through postal ballot process on March 22, 2025, being a related party for holding the office or place of profit in the Company.

• The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on February 11, 2025 re-appointed Mr. Prashant Kamat

(DIN:07212749) as Whole Time Director and Chief Executive Officer (CEO) with a nomenclature as "Vice Chairman and CEO" of the Company for a period of three (3) years with effect from February 17, 2025 to February 16, 2028, which was subsequently approved by Shareholders through postal ballot process on March 22, 2025.

• The Board at its meeting held on May 3, 2025, and on the recommendation of the Nomination and Remuneration Committee and Audit Committee approved appointment of Mr. Phaneesh Murthy (DIN:00388525) as an Additional Director in the category of Non-Executive - Independent Director of the Company with effect from May 3, 2025, subject to approval of the shareholders of the Company. The Board also recommended regularization of appointment of Mr. Phaneesh Murthy as a Non-Executive Independent Director of the Company for the term of 5 (Five years) with effect from May 3, 2025, subject to approval of shareholders of the Company.

• The Board at its meeting held on May 3, 2025 and on the recommendation of the Nomination and Remuneration Committee and Audit Committee, approved appointment of Mr. Surej Kunhithayyil Poyil (DIN 10999955) as an Additional Director under Executive Category of the Company with effect from May 3, 2025. He was also appointed as the CEO Designate of the Company and the CEO of the Wholly Owned Subsidiary Technology Associates Inc USA with effect from April 3, 2025.

The Board is of the opinion that the Non-Executive and Independent Directors of the Company appointed during the Financial Year 2024-25 and till the date of this Report possess requisite qualifications, expertise and experience and they hold highest standards of integrity.

31. Committees of the Board

As on March 31,2025, the Board has five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders Relationship & Investor Grievances Committee

v. Management Committee

The details of the powers, functions, composition and meetings of the Committees of the Board held during the financial year 2024-25 are given in the Report on Corporate Governance section forming part of this Annual Report.

32. Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the

Companies (Accounts) Rules, 2014, are given separately as Annexure-7 to the Boards Report.

33. Corporate Social Responsibility

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Board of Directors at its meeting held on July 26, 2014 had constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR agenda is planned in consultation with the CSR committee members through a systematic independent need assessment. Your Company believes in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to the Companys activities. The Company has adopted a detailed policy on Corporate Social Responsibility which was further amended on March 31, 2024. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company including the annual report on the Companys CSR activities are set out in Annexure-5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. Secretarial Standards

The Company duly complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

35. Vigil Mechanism (Whistle Blower Policy)

In terms of the section 177(9) of companies act, 2013 and rules framed thereunder read with Regulation 22 of Listing Regulations, your Company has established a Vigil Mechanism Policy and it provides a channel to the employees to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide a direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities. The details of the vigil mechanism (whistle blower policy) are given in Annexure-6 of this Board Report.

36. Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading in securities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on December 31,2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from April 1,2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are given in Annexure-6 of this Boards Report.

37. Code of Conduct

The Directors, KMPs and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31,2025. The details of the Code of Conduct for Directors, KMPs and Senior Management are given in Annexure-6 of this Boards Report.

The Annual Report of the Company contains a certificate by Mr. Prashant Kamat, Whole Time Director, Vice Chairman and CEO of the Company, on compliance of declaration received from the Members of the Board, KMPs and Senior Management as an Annexure-9.

38. Legal, Governance and Brand Protection

The Company continues to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions.

39. Enhancing Shareholders Value

The Company believes that its Members are its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

40. Disclosure Requirements

As per Listing regulations, Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis Report are attached herewith and forms part of this Report.

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

41. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

42. Credit Rating Obtained

During the year the Company had obtained the Credit rating from CARE Ratings Limited for the loans and credit facilities from Banks. The details of ratings are provided in Corporate Governance Report forming part of this Annual Report.

43. Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The details of the policy are given in Annexure-6 of this Boards Report.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its Registration. The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment is provided in Corporate Governance Report of this Annual Report.

44. Green Initiatives

Electronic copies of Annual Report 2024-25 and the Notice of 27th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/ depository participant. Physical copies of Annual Report will be sent to only to those members who request the Company for the same once dispatch of Annual Report and Notice of AGM through electronic means is completed.

45. Board Diversity

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. A brief profile of the Directors are available on the website of the Company at www.cstech.ai.

46. Proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

47. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with this Annual Report as an Annexure-10.

48. 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 along with the reasons thereof

During the reporting period, there has been no settlement made with any bank or financial institution by the Company. Thus, the requirements to provide above details is not applicable to the Company.

49. Acknowledgement

The directors place on record their appreciation to the Government, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future as well. We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

The directors express their deep sense of appreciation for all the members of the Ceinsys family whose commitment, cooperation, active participation, dedicated efforts, consistent contribution and professionalism at all levels has made the organizations growth possible. Your Board is thankful to you for the support and trust reposed in them and the Company.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Prashant Kamat	Kaushik Khona
Place: Mumbai	(Vice Chairman and CEO)	(Managing Director, India Operations)
Date: May 3, 2025	(DIN: 07212749)	(DIN: 00026597)