Your Directors are pleased to present the 32nd Annual Report of your Company on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March 2024, the Board's Report and the Auditor's Report thereon. The summary of financial performance of the Company and its Subsidiaries for the year under review is given hereunder:

DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE

During the year under review, the performance of the Company has improved multifold times and both on the Standalone and consolidated basis. On Standalone front - the revenue for the year was Rs. 2,763.66 lacs as against Rs. 2,181.93 lacs for the previous year. The PAT attributable to the members was Rs. 223.95 lacs as against Rs. 112.50 lacs for the previous year.

Your Directors are continuously making effort for the future growth and expansion of the Company by exploring all possible avenues in the market both in India and abroad.

Further, during the year under review, there were no changes in the Nature of Business of the Company.

EXPORTS

The exports of the Company continue to be a major chunk of revenue accounting for a volume of Rs. 2,618.24 lacs as against Rs. 2,017.82 lacs in previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

For the financial year ended on 31st March, 2024, the Company has not transferred any amount to Reserves.

DIVIDEND

With a view to conserve the resources in long run, your Board of Directors has not recommended any dividend for the financial year ended 31st March, 2024.

TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends along with underlying equity shares which remained unpaid or unclaimed for a period of seven years are supposed to be transferred to IEPF. Presently, there is no amount which is required to be transferred to IEPF by the Company. However, the details of unpaid and unclaimed dividend can be accessed on Company's website i.e., https://www.cadsystech.com/investor/.

SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. Your Company has one class of share, i.e., Equity Shares of face value g.10/- each. The Authorized Share Capital of your Company is Rs. 1,200 lacs comprising of 120 lacs Equity Shares of g. 10/- each. The issued, subscribed and the Paid-up Share Capital of your Company as on 31st March, 2024 is g 750.25 lacs.

EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://www.cadsystech.com/investor/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board represents an optimum blend of professionalism, knowledge and experience. The Company's policy is to maintain optimum combination of Executive, Non-Executive Directors and Independent Directors.

Changes during the Financial Year ended 31st March, 2024:

i. Cessation and Appointment of Director/KMP:

During the year under review, Babladi Shailaja, Company Secretary and Compliance officer had resigned effective from April 01st, 2024 and in her place Vanamali Praneeth Kumar was appointed as Company Secretary and Compliance officer, all the necessary filings were made with the statutory authorities in this regard. Except this, there was no change in the composition of Board of Directors.

ii. Cessation and Appointment of Director/KMP:

In accordance with the provisions of the Companies Act, 2013, Mr. Sripadarajan Nagarajan, Director of the company retires by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The brief profile of the Director is presented in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.

In the opinion of the Board, the Independent Directors possess their requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 ('the Act') as well as the Rules made thereunder and are independent of the management.

COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY & ITS MEETINGS

The Board had constituted various Committees as required under the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The provisions of Companies Act, 2013 read with Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Committee Meetings. The details of various committees constituted by the Board are covered hereunder:

1. AUDIT COMMITTEE:

Audit Committee was constituted to monitor, oversee and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Committee adheres to the compliance with the applicable provisions under the Companies Act, 2013 and rules made thereunder. The committee policy is available on the website, at http://www.cadsystech.com/investor/

During the year under review, the Audit Committee had been reconstituted. Post such change, the composition members of the Committee are shown below.

Composition of Audit Committee:

Details of Audit Committee Meetings:

The Audit Committee met 7 times during the year under review on May 08th, 2023, May 29th, 2023, August 16th, 2023, September 30th 2023, November 14th, 2023, March 13th, 2024 and March 29th, 2024. The necessary quorum was present for all the meetings held during such year. The details of attendance of each Member at the Audit Committee meetings held during the year are as under:

ii. NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for election at the General Meeting. The Committee also designs, benchmarks and continuously reviews the compensation program for the Board and senior management against the achievement of measurable performance goals. The Committee adheres to the compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder. The committee also regularly reviews from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration.

During the year under review, the Nomination and Remuneration Committee had been reconstituted. Post such change, the composition members of the Committee are shown below.

ACeased w.e.f September 30, 2023 ^Appointed w.e.f September 30, 2023 MACeased w.e.f April 01, 2024 AAAAAppointed w.e.f April 01, 2024

Details of Nomination and Remuneration Committee Meetings:

The Nomination and Remuneration Committee met 6 times during the year under review on May 08th, 2023, May 29th, 2023, August 16th, 2023, September 30th, 2023, March 13th, 2024 and March 29th, 2024. The necessary quorum was present for all the meetings. The details of attendance of each Member at the Nomination & Remuneration Committee meetings held during the year are as under:

iii. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee was constituted to review matters related to grievances of Shareholders and Investors. The committee primarily focuses on review of investor complaints, its redressal and queries received from investors i.e.., transfer of Shares, issue of Duplicate Share Certificates, non-receipt of Annual Reports, Dematerialization/ Rematerialization etc. and reviews the reports presented by the Share Transfer Agents of the Company. The Committee adheres to the compliance with the applicable provisions of Companies Act, 2013 and rules made thereunder.

BOARD MEETINGS

The provisions of Companies Act, 2013 read with Secretarial Standards Issued by the Institute of Company Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Board Meetings. The details of the Board Meetings are covered hereunder:

Details of Board Meetings:

During the FY 2023-24, the Board of Directors met 7 times dated May 08, 2023, May 29, 2023, August 16, 2023, September 30, 2023, November 14th 2023, March 13, 2024 and March 29, 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the details of Board and committee composition, and other details are available in this Annual Report. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://www.cadsystech.com/investor/

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD

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 Companies Act, 2013 and rules made thereunder.

The performance of the Board and the committees was evaluated by the Board, after seeking inputs from all the Directors and the members of the Committees, on the basis of the criteria such as the composition and structure, effectiveness of Board and Committee processes, information and functioning, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, performance of the Board as a whole taking into account the views of Executive Directors and Non-Executive Directors.

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

• For the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been adopted and followed;

• The applicable accounting policies are applied consistently to make judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and profits of the company as at the end of the financial year under review;

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the annual accounts on a "going concern basis";

• Proper internal financial controls were in place and followed by the Company and that such internal financial controls are adequate for effective operations; and

• Proper systems are devised by the Company to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

B. Technology absorption: :

During the year under review there has been no transaction of technology absorption.

C. Foreign Exchange earnings and outgo (9. in Lacs):

CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES

During the year under review, the Board had taken note of change in equity percentage of Cadsys (India) Limited in Apex Advanced Technology LLC by virtue of purchase of additional equity units by FVLCRUM (AATF Holdings, LLC), Private Equity Fund. Post this change and as on 31st March, 2024, your Company has following subsidiaries:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part of Board's Report as ANNEXURE-I.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES

There are no other companies which have become or ceased to be its subsidiaries/joint venture/associate companies during the year.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as ANNEXURE-II.

All Related Party Transactions were placed before the Audit Committee before the Board for approval. The Board of Directors of the company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder. Policy for Related Party Transactions has been uploaded on the website of the company. The web address of the same is http://www.cadsvstech.com/investor/.

UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS

During the year under review, the Company has not accepted any unsecured loans from Directors/Relatives of Directors pursuant to provisions of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

DEPOSITS

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public Deposits was outstanding as on 31stMarch, 2024.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as "ANNEXURE-III". Further, the Company has no employee drawing remuneration exceeding the limits prescribed under Section 197(12) of Companies Act, 2013 read with Sub-Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT

Risk management is the process of identification, assessment, and prioritization, of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and minimization procedure which is reviewed by the Audit Committee and approved by Board.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a vigil mechanism to address the instances of fraud and mismanagement, if any.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is listed under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, i.e., on SME Platform of National Stock Exchange of India Limited - NSE EMERGE. As such, according to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY

Except as disclosed elsewhere in this report, there have been no other material changes and commitments, which can affect the financial position of the Company, occurred between the end of the financial year of the Company and date of this report.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of woman employees and Company has in place a POSH policy as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A copy of the policy can also be accessed at the Company's registered office address.

Your Company has constituted Internal Complaints Committee as required under the said Act to oversee the complaints received, if any, and redress the same. Your Directors further state that during the year under review, there were no cases filed pursuant to said Act. Also, Company frequently conducts workshops/ programmes for all the employees/ staff briefing them about the Act and the rights of women employees at the workplace.

OTHER DISCLOSURES PURSUANT TO THE COMPANIES (ACCOUNTS) AMENDMENT RULES, 2021:

Ministry of Corporate Affairs vide its notification dated 24th March, 2021 has come up with the Companies (Accounts) Amendment Rules, 2021 mandating the Companies to disclose the following details under rule 8, in sub-rule (5) of The Companies (Accounts) Rules, 2014 w.e.f 01st April, 2021. Details pursuant to said amendment are as follows:

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

ORDERS, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunals, which could adversely impact the going concern status of the Company and its operations in the future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for the efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company is commensurate with the size, scale and complexity of business operations of the Company. Further, the internal financial controls concerning the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audit and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and maintaining assets accountability.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company in its 28th Annual General Meeting (AGM) had appointed M/s Darapaneni & Co., Chartered Accountants (Firm registration No. 000685S), Chartered Accountants, as Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of that Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2025.

Further the remuneration of the Auditors shall be fixed by the Board of Directors of the Company in consultation with the Auditors.

INTERNAL AUDITORS:

M/s J. Madhava Rao & Co Chartered Accountants, were appointed during the year under review to perform the duties of internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Sections 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Atluri Ramesh & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended on 31st March 2024. The Secretarial Auditor's Report for the year ended 31st March 2024 forms part of this report as "ANNEXURE-IV".

COST AUDITORS:

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company.

REPORTING OF FRAUDS BY THE 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 Board's report, which forms part of this Integrated Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to members for the confidence reposed by them and thank all the members, customers, Bankers, Registrar to the Company, dealers, suppliers and other business associates for their contribution to your Company's growth. Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels without whom the growth of the Company is unattainable. Your Directors also thank the Central/State Government, for their support. Your Directors seek and look forward for the same support in future.