CES Ltd Directors Report

To the Members CES Ltd,

The Directors present this Integrated Annual Report of CES Limited ( " the Company " or " CES " ) along with the audited financial statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial results.

The financial performance of the Company is presented below: -

	Standalone results - (Amount in Lakhs)
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
	(In Lakhs)	(In Lakhs)
I. Revenue from Operations	28,076.59	22,730.16
II. Other Income	289.06	332.69
III. Total Income (I +II)	28,365.65	23,062.85
IV. Expenses:
Employee Benefits expense	13,288.28	10,831.05
Finance costs	-	-
Depreciation and Amortization Expense	183.64	230.82
Other Expenses	13,550.76	10,921.46
IV. Total Expenses	27,022.68	21,983.34
V. Profit/(Loss) before exceptional items and tax (III - IV)	1,342.97	1,079.51
VI. Exceptional Items	-	-
VII. Profit/(Loss) before tax (V-VI)	1,342.97	1,079.51
VIII. Tax expense:
(i) Current tax	343.56	326.43
(ii) Deferred tax	60.62	(0.07)
IX. Profit/(Loss) for the Year Ended from continuing operations (VII-
VIII)	938.78	753.15
X. Other Comprehensive Income.
A. Items that will not be reclassified subsequently to Profit or Loss
(i) Remeasurement of defined employee benefit plans (net of tax)	(339.62)	15.65
B. Items that will be reclassified to subsequently to Profit or Loss

(i) Exchange differences on foreign currency transactions ( net of
tax)	76.51	19.42
Total Comprehensive Income for the Year Ended	675.67	788.21

Particulars	03-2025	31-03-2024
	(In Lakhs)	(In Lakhs)
I. Revenue from Operations	52,212.11	46,886.60
II. Other Income	317.20	328.86
III. Total Income (I +II)	52,529.30	47,215.46
IV. Expenses:
Employee Benefits expense	27,838.28	23,350.17
Finance costs	24.91	57.83
Depreciation and amortization expense	348.69	412.68
Other Expenses	19,979.66	19,655.83
IV. Total Expenses	48,191.53	43,476.51
V. Profit before exceptional and extraordinary items and tax ( III
- IV)	4,337.77	3,738.94
VI. Exceptional Items
VII. Profit before extraordinary items and tax (V - VI)	4,337.77	3,738.94
VIII. Extraordinary Items	-	-
V. Profit/(Loss) before exceptional items and tax (III - IV)	4,337.77	3,738.94
VI. Exceptional Items	-	-
VII. Profit/(Loss) before tax (V-VI)	4,337.77	3,738.94
VIII. Tax expense:
(i) Current tax	1,291.77	1,099.65
(iv) Deferred tax	93.84	(8.82)
IX. Profit/(Loss) for the period from continuing operations (VII-
VIII)	2,952.16	2,648.11
X. Other Comprehensive Income.

A. Items that will not be reclassified subsequently to Profit
or Loss
(i) Remeasurement of defined employee benefit plans (net
of tax)	(413.63)	120.82
B. Items that will be reclassified to subsequently to Profit
or Loss	-		-
(i) Exchange differences on foreign currency transactions (
net of tax)	76.55	24.24
Total Comprehensive Income for the period	2,615.09	2,793.17
XI. Attributable to
Shareholders of the Company	2,284.76	2,443.21
Non-Controlling Interests	330.33	349.96
XII. Earnings per equity share (for continuing operation):
(1) Basic	8.11	7.28
(2) Diluted	8.11	7.28

2. Business performance of the company.

Standalone: Our revenue for financial year 2024-25 is Rs. 28,076.59 lakhs and our profit after tax (PAT) Rs. 938.78 lakhs (Profit/(Loss) for the period from continuing operations) .

Consolidated: Our revenue for financial year 2023-24 is Rs. 52,212.11 lakhs and our consolidated profit after tax (PAT) is Rs 2,952.16 lakhs (Profit/(Loss) for the period from continuing operations).

3. Transfer to reserves.

During the end of the financial year 2024-2025 the Company has not transferred any amount to reserves.

4. Dividend declaration.

The Company is at expansion mode; therefore, Board is of Opinion that there is no need to declare dividends for the financial year ended 31 st March, 2025.

5. Change in nature of business

During the year under review, there has been no change in the nature of business of the Company.

6. Material Changes and Commitments Affecting Financial Position After the End of the Financial Year

Subsequent to the end of the financial year, the equity shares of the Company were voluntarily delisted from the stock exchange (BSE Limited) in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021. Trading in the equity shares was discontinued with effect from September 01, 2025 , and the shares were removed from the records of the exchange with effect from September 08, 2025 .

An exit option has been provided by the promoters to the remaining public shareholders at a price of 92.36 per equity share, which will remain open for a period of one year from the date of delisting. This delisting marks a significant development in the Companys capital market status but does not affect its ongoing business operations.

7. Quality initiatives.

The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management.

8. Subsidiary companies.

On March 31, 2025, the Company has 4 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ( " Act " ).

The names of the subsidiaries are as follows: -

SI. No Name of the Company	Relationship
i. CES Information Technologies Private Limited	Subsidiary Company
ii. CES USA Inc.	Subsidiary Company
iii. CES Technology Services Private Limited	Subsidiary Company
iv. CES Global IT Solutions Private Limited	Subsidiary Company

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company s website at https://cesltd.com/investors/ .

9. Directors responsibility statement.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its 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 are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company s internal financial controls were adequate and effective during FY 2025.

10. Directors and Key Managerial Personnel.

As on March 31, 2025, the Company has seven Directors with an optimum combination of Executive and Non-Executive Directors including one women director and one alternate director.

Pursuant to the provisions of Section 203 of the Act, Mr. Mohana Rao Kancharla, Whole time Director, Mr. Srinivas Raju Kucherlapati, Chief Financial Officer and Mr. Suraj Kumar Garg, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2025.

Changes made in the Board during FY 2024-25

SI. No Name	Date	DIN	Nature of
			Change
1	29/12/2024	00223052	Cessation of
Duruvasan Ramachandra			office on account
			of expiry of
			tenure (Category
			Independent)
2	29/12/2024	10881763	Appointed as
Vamsikrishna Rachuri			Additional
			Director
			(Category
			Independent)
3	29/12/2024	10881763	Designation
Vamsikrishna Rachuri			changed to
			Director
			(Category
			Independent)

The Company had received the declaration of independence from the Independent Director during the financial year under review.

11. Number of meetings of the Board.

Eight meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

12. Board evaluation.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole was evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

13. Policy on directors appointment and remuneration and other details.

The Company s policy on appointment of directors is available on the Company s website at https://cesltd.com/investors/ .

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company s website at https://cesltd.com/investors/ .

14. Corporate Social Responsibility (CSR).

CES CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Corporate Social Responsibility report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, which is a part of this report. This Policy is available on the Company s website at https://cesltd.com/investors/ .

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

15. Internal financial control systems and their adequacy.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

16. Audit committee.

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

17. Statutory Auditors.

M/s. M/s. N G Rao & Associates, Chartered Accounts, (Firm Registration No. 009399S) were appointed as the statutory auditors of the Company in the previous annual general meeting held on 30 th September, 2024 for a period of 5 years to conduct the Statutory Audit from Financial Year 2024-2025 to Financial year 2028-2029. Being eligible, they shall continue as the statutory auditors of the Company.

18. Auditor s report and Secretarial audit report.

The statutory auditor s report and the secretarial auditor s report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

The statutory audit report and the Secretarial audit report of the Company and its material subsidiaries being CES Information Technologies Private Limited and CES Global IT Solutions Private Limited forms part of this report.

19. Risk management.

Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities.

20. Vigil Mechanism.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company s website at https://cesltd.com/investors/ .

21. Particulars of loans, guarantees and investments.

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

22. Transactions with related parties.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence does not form part of this report.

23. Annual Return.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company s website at https://cesltd.com/investors/ .

24. Particulars of employees.

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Amount in Lakhs

Name	Ratio to remuneration	median	% remuneration financial year	increase in	in the
Non-executive Directors
(excluding sitting fees paid to
Independent Directors) :
Executive Director:	19.21		-0.47%
Chief Financial Officer:	27.95		11.09%
Company Secretary:	17.07		25.61%

The percentage increase in the median remuneration of employees in the financial year is 10% percent.

The number of permanent employees on the rolls of Company are 906 . (Male - 749, Female - 157)

The average annual increase in remuneration for the employees was 12% percent.

Increase in the managerial remuneration for Wholetime Director is mentioned above.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

As 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, were hereby report that there no employees who received remuneration in excess of the limits prescribed which are presented below: -

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

25. Disclosure requirements.

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis, form part of the Director s Report.

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 and that such systems are adequate and operating effectively.

26. Deposits from public.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. Conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve power. Significant steps taken in this regard include the following:-

Turning off monitors during weekends.

Hibernation of Desktops & notebook computers when not in use.

Turning off lights in all floors when not working.

Turning off the Air Conditioners during non-peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

As you would appreciate, technology is witnessing rapid change. Since our customers expect us to lead them through such change, we proactively & continuously invest in developing technology building blocks and solution frameworks which add value to our customers business. Company uses a multi-pronged strategy for developing technology assets and to promote innovation. These technology initiatives are driven by each business unit based on the trends they see in their respective markets. These efforts help us in two ways (i) gain our customers trust & confidence; and (ii) attract & retain key talent who see the Company as a more exciting place to work in.

(ii) Research and Development (R&D):

Your company carries out various research and development initiatives to address different market segment.

(c) Foreign Exchange earnings and outgo:

(Rs. In Lacs)

Particulars	31.03.2025	31.03.2024
Foreign Exchange Earnings	25,376.54	25,376.54
Foreign Exchange Outgo (Foreign	18.40	44.81
travelling)

28. Internal Auditors.

Pursuant to provisions of section of 138 of Companies Act 2013 and Companies (Accounts) Rules, 2014, Board of Directors appointed M/s P R VARMA & Co Chartered Accountants (Firm Registration No. 021498S) as Internal Auditors of the Company

29. Explanation or comments by the BOD on every qualification, Reservation or adverse remark or disclaimer made by the auditors in audit report.

Pursuant to section 134(3) (f) (i) there are no qualification, reservation or adverse remark or disclaimer made by the Auditors in Audit report.

30. Material changes & commitments affecting financial position of the company, occurring after balance sheet date.

As per the requirement of Section 134 (3) (l) of the Companies Act, 2013, we hereby intimate that your Company has no significant material changes and commitments affecting financial position of the company between 31st March 2025 and the date of Board s Report.

31. Auditors in audit report.

Pursuant to section 134(3) (f) (i) there are no qualification, reservation or adverse remark or disclaimer made by the Auditors in Audit report.

32. Disclosures under sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company has been conducting awareness sessions during induction. During the year under review, no complaints pertaining to sexual harassment of women employees were reported.

33. Maternity Benefit Act, 1961 Compliance Disclosure (Rule 8(5)(xiii))

In accordance with the requirements under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961 , as applicable.

The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including paid maternity leave, nursing breaks, and, where applicable, access to creche facilities, in line with the provisions of the Act.

Necessary internal policies and systems are in place to safeguard the rights and well-being of women employees during and after maternity, and to ensure that no discrimination is made on the basis of maternity status.

34. Acknowledgements.

The Directors thank the Company s employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the CES family

	For and on behalf of the Board of Directors of
	M/s. CES Limited
Date : 06-09-2025	Mohana Rao Kancharla	Rama Krishna Sabbineni
Place : Hyderabad	DIN: 00004288	DIN: 01825682
	Whole- Time Director	Director