Your Directors have pleasure in presenting the 33^rd Annual Report on the highlight of the business & operations of the Company together with Audited Financial Statements of the Company for the financial year ended on 31st March, 2024.

FINANCIAL HIGHLIGHTS/STATE OF COMPANY’S AFFAIRS:

PERFORMANCE REVIEW:

Highlights of the Company’s financial performance for the year ended March 31, 2024

During the financial year 2023-2024, the revenue from operations on standalone basis is Rs. 7,449.26 Lakhs as compared to previous year where it stood at Rs. 7372.56 Lakhs by registering nominal growth of 1.04%.The profit after tax for the financial year 2023-2024 on standalone basis is Rs. 876.83 Lakhs as compared to previous year i.e., 2022-2023 where it stood at Rs 938.09 Lakhs.

The revenue from operations on consolidated basis for the financial year 2023-2024 is Rs. 7,501.52 Lakhs as compared to previous year where it stood at Rs. 7,451.94 Lakhs. The profit after tax on consolidated basis for the financial year 2023-2024 is Rs. 799.43 as compared to previous year i.e., 20222023 where it stood at Rs 863.29 Lakhs

Your directors expect that there will be a reasonable growth in the operations of the Company in the coming financial years. Your directors are making all efforts to ensure optimal operational results in coming years and achieving higher margins.

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.

Our repeat business (revenue from existing customers) has steadily grown and contributed a significant portion of our revenue from contracts with customers over the years indicating a high degree of customer stickiness.

We believe our agility and resilience has stood out in recent years. Over the years we have successfully implemented our business continuity plans to ensure connectivity across the enterprise.

Your company has embarked upon a major transformation journey from "Services” to "Digital Solutions” in tune with the present market demand which will help in creating maximum value to both company and customers. The new solutions offerings include Digitalization, Modernization, Transformation, Cloudification and Intelligence.

RECOGNITIONS AND AWARDS:

Your Company continues to be an ISO 9001:2015 certified Company for its quality practices.

The Company is leading DevOps solutions provider and has won three DevOps awards;

- "Leader in DevOps Solutions”

- "Best DevOps Solution Provider”; and

- "Most Innovative DevOps Company”

These awards recognize Canarys exceptional innovation, excellence, and contributions to the DevOps field. With turnkey solutions like DevOpSmartBoard, Canarys Copy-Project, GitHubSmartBoard, Canarys RollUp, Canarys Clone-Project and other Migration solutions, our company serves industries such as BFSI, manufacturing, and automotive and committed to advancing DevOps practices and supporting the community.

DIVIDEND:

Equity Shareholders

In order to conserve the resources for future growth and considering the business expansion plan, the Board of Directors do not propose any dividend to equity shareholders for the financial year end 31^st March 2024.

Preference Shareholders

• As per the terms of issue of Cumulative Redeemable Preference shares, the Board of directors at their meeting held on 9^th February, 2024 declared an interim dividend for the period of ten months (i.e from 1^st April, 2023 to 31^st January, 2024) aggregating to Rs. 39,00,000/- to the

Preference Shareholders whose names appears in the register of preference shareholders on 31^st January, 2024.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

TRANSFER TO RESERVES:

During the financial year, the Company has transferred Rs.104,00,000/- to Capital Redemption Reserve Account for the purpose of redemption of Preference Shares.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments affecting the financial position between the end of the financial year and the date of report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of Business carried out by the Company during the financial year. CONVERSION OF COMPANY INTO PUBLIC LIMITED COMPANY

Considering the expansion of business activities and future plan of actions, the members at their ExtraOrdinary General Meeting held on 19^th May 2023 have approved the conversion of the Company from Private Limited to Public Limited. The Registrar of Companies, Karnataka has accorded its consent vide fresh Certification of Incorporation dated 27^th June, 2023.

SHARE CAPITAL:

a. The Board provides following disclosures pertaining to Companies (Share Capital and

Debentures) Rules 2014-

b. The Capital structure of the Company as on 31st March 2024 is as follows-

The Authorized Share Capital of the Company is Rs. 17,60,00,000/- (Rupees Seventeen Crores Sixty Lakhs Only) consisting of 6,20,00,000 (Six Crores Twenty Lakhs) Equity Shares of Rs. 2/-(Rupees Two Only) each and 52,00,000 (Fifty-Two Lakhs) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is Rs. 14,35,67,840/- (Rupees Fourteen Crores Thirty-Five Lakhs Sixty Seven Thousand Eight Hundred and Forty Only) consisting of 5,61,83,920 (Five Crores Sixty One Lakhs Eighty Three Thousand Nine Hundred and Twenty) Equity Shares of Rs.

2/- (Rupees Two Only) each and 31,20,000 (Thirty-One Lakhs Twenty Thousand) unlisted Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) (“Preference Shares”).

c. Change in the Capital Structure: During the year under the review, following changes were made in Capital Structure of the Company:

i. Re-classification & increase in authorised share capital:

The members at their Extra-Ordinary General Meeting held on 19^th May 2023 have approved for reclassification of un-issued 8,00,000 Preference shares of Rs. 10/- each into 40,00,000 equity shares of Rs. 2/- each.

Further, members at the EGM held on 19^th May, 2023 have approved to increase the authorised share capital from Rs. 11,00,00,000/- consisting of 2,90,00,000 equity shares of Rs. 2/- each and 52,00,000 preference shares of Rs. 10/- each to Rs. 17,60,00,000/- consisting of 6,20,00,000 equity shares of Rs. 2/- each and 52,00,000 Preference shares of Rs. 10/- each.

ii. Issue of Bonus shares:

In order to reward to the existing equity shareholders of the Company, the Board of Directors at their meeting held on 16^th June, 2023 have issued 2,04,01,960 fully paid up Bonus shares of Rs. 2/- each by capitalizing sum of Rs. 4,08,03,920/- standing to the credit of Free Reserves of the Company in proportion of 1(One) new equity bonus share of Rs. 2/- each for every 1(One) fully paid-up equity shares of Rs. 2/- each held in the Company by the existing equity shareholders (1:1) whose name appears in the register of members of the company as on 19^th May, 2023.

iii. Conversion of Optionally Convertible Preference shares into equity shares:

As per terms of issue of the Preference shares, with the consent of all the Preference shareholders, the Board of Directors at their meeting held on 18^th July, 2023 have issued and allotted 2,08,000 equity shares of Rs.2/- each against the conversion of 5,20,000 Cumulative Preference shares of Rs.10 each/- (i.e., 10% of preference shares) at fair market value at a conversion ratio of 1:2.5 (One Equity share having nominal value of Rs. 2/- each for every 2.5 preference shares having nominal value of Rs. 10/- each) held by the Preference shareholders, whose name appears in the register of preference shareholders of the Company on 20^th June, 2023 (“Record Date”).

iv. Initial public offer:

The Board of Directors at their meeting held on 11^th August 2023have made the initial public offer of 151,72,000 equity shares having nominal value of Rs. 2/- each at a premium of Rs. 29 per share.

v. Redemption of Preference shares:

As per the terms of issue of Preference shares, the Board of Directors at their meeting held on 9^th February, 2024 have redeemed the 15,60,000 Preference shares (i.e., 30% of Preference Shares) having face value of Rs. 10/- each at par aggregating to Rs. 1,56,00,000/- (Rupees One Crore Fifty Six Lakhs only) out of profits of the Company.

vi. Granted ESOP to the Employees of The Company

The Members at their 32^nd Annual General Meeting held on 14th August 2023 approved Employees Stock Option Scheme (ESOS). According, the company introduced Canarys

Employees Stock Option Scheme, wherein options exercisable not exceeding 43,50,000 (Forty Three Lakhs Fifty Thousand) equity shares of the Company under the CANARYS ESOS, in one or more tranches to the present and future employees of the Company on such terms and conditions as may be fixed or determined by the Board in accordance with companies Act 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Further the members of the Nomination and Remuneration Committee (NRC) in the meeting held on 16.08.2023, accorded their consent to grant 19,17,000 equity shares of Rs. 2/- each under Canarys Employee Stock Option Scheme ("Canarys ESOS”) to the eligible employees of the Company pursuant to the provisions of Section 62 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and pursuant to the provisions contained in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Board on its website has disclosed details of Employees Stock Option Scheme (ESOS) https://ecanarys.com/ESOS.pdf

INITIAL PUBLIC OFFER (IPO) AND UTILIZATION OF IPO PROCEEDS

Your Company successfully completed the Initial Public Offer (IPO) of 1,51,72,000 Equity Shares during the year under review:

The issue period was opened on 26^th September 2023 and closed on 03^rd October 2023. After closure of the offer, the Company has allotted the Equity Shares and the same was listed on the SME Platform of NSE, nSe EMERGE with effect from 11^th October 2023. The scrip symbol of the Equity Shares of the company is "CANARYS”.

The Board is pleased and humbled by the faith shown in the Company by all the members. Total proceeds from the IPO were Rs. 47,03,32,000/- (Rupees Forty Seven Crores Three Lakhs Thirty-Two Thousand Only)

The proceeds realised by the Company from the IPO will be utilised as per objects of the offer disclosed in the Prospectus of the Company. The details of the IPO proceeds allocated and utilized during the financial year 2023-24 by the Company are as follows:

Note:

• The Statement of Deviation or Variation has been reviewed and approved by the Audit Committee and noted by the Board of Directors of the Company at their meetings held on 28^th May 2024.

• Further, pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approved Statement of Deviation or Variation for the half year ended 31^st March 2024, has been filed with National Stock Exchange of India Limited ("NSE”).

EMPLOYEE STOCK OPTION SCHEME (ESOS):

To motivate and reward both current and future employees, foster a sense of ownership and satisfaction, and drive higher revenue for the Company, and pursuant to pursuant to the resolutions passed by our Board on 11^th August, 2023 and shareholders on 14^th August, 2023, our Company has adopted the Canarys Employees Stock Scheme. This scheme is managed by the Nomination and Remuneration Committee, aims to align employees' interests with the Company's success.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF ITS SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March 2024 the Company has 2 Wholly Owned Subsidiaries i.e., Canarys Corp., USA and Canarys APAC Pte Ltd, Singapore and one Joint Venture Company i.e., Canarys- Hanuka Apo Technologies Private Limited. During the year, the Board of Directors have reviewed the performance of subsidiaries at regular intervals.

Further no companies have become or ceased to be Subsidiaries, joint ventures or associate companies during the financial year FY 2023-24.

As required under the Companies Act, 2013 the Company has prepared the consolidated financial statement.

As per provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the subsidiaries and Joint Venture Company as on 31^st March 2024 is disclosed in Form AOC-1 is attached as ‘Annexure-I’.

CREDIT RATING:

During the financial year 2023-24, the Company was not required to obtain credit rating for its securities.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

COMPOSITION OF BOARD OF DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. As on 31^st March 2024, the Board consisting of the following Directors:

Changes in the constitution of the Board

The following changes occurred in the Directorship of the Company during the financial year 2023-24.

i. Mr. Pushparaj Shetty (DIN: 03333417) was appointed as an Executive Director of the Company at the Extra-Ordinary General Meeting held on 19^th May 2023.

ii. Mrs. Asha Sivashankar (DIN 10184245), Mr. Ramesh Phatak Bhaskar (DIN 07981182) and Mr. Muralikrishnan Gopalakrishnan (DIN 07059037) was appointed as Independent Directors of the Company by the shareholders at the Extra-Ordinary Meeting held on 14^th July 2023.

In the opinion of the Board, the independent directors appointed during the year possess integrity, expertise and relevant experience including proficiency, which will bring tremendous value to the Board and to the Company. Further, the independent directors have fulfilled the conditions for independence as specified under the Act.

KEY MANAGEMENT PERSONNEL:

The following changes occurred in the Key Management Personnels of the Company during the financial year 2023-24:

i. Mr. Raman Subbarao M R, (DIN: 00176920) Managing Director of the Company was appointed as Chairman of the Company with effect from 3^rd July 2023.

ii. Mr. Raghu Chandrashekaraiah (DIN: 01065269), Whole-time Director was appointed as Chief Financial Officer (CFO) of the Company with effect from 3^rdJuly 2023.

iii. CS Nagashree Hegde (ICSI Membership No: A66166) was appointed as Company Secretary and Compliance Officer of the Company with effect from 3^rd July 2023.

DIRECTOR LIABLE TO RETIRE BY ROTATION AND BEING ELIGIBLE OFFER HIMSELF FOR RE-APPOINTMENT:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Raghu Chandrashekhariah (DIN: 01065269), Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from the Independent Directors as required under Section 149(7) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR Regulations. Further, Independent Directors are also in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company. Further, all the Company’s Independent Directors have registered themselves with the Independent Director’s Databank maintained by the of the Indian Institute of Corporate Affairs (IICA).

EVALUATION OF THE BOARD’S PERFORMANCE:

During the year under review, the Board, Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time) the Boar on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting. The Independent Directors reviewed key transactions, quality & timeliness of flow of information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Code of Conduct of Board of Directors & Senior Management

The Board of Directors has laid down a Code of Conduct, for better transparency and Accountability for all the Board Members and Employees of the Company. All the Board members and senior

management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and the senior management during the financial year 2023-24 and the Declaration in this regard is attached as “Annexure-II”.

BOARD MEETINGS

There were Eleven (11) Board Meetings duly convened during the financial year 2023-24 on following dates:

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been duly recorded in minute’s book maintained for the purpose.

The attendance of the Members of the Board is as under:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings.

The Board has 5 (Five) Committees as of 31^st March 2024:

*The Board of Directors of the Company in their Board Meeting dated February 09, 2024 dissolved the IPO Committee.

The committees consist of requisite majority of Directors comprising Independent and nonindependent directors.

Details of all the Statutory Committees along with their composition and meetings held during financial year 2023-24 are provided in Annexure-III to this report.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANY

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules”) is provided in Annexure-IV to this report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible.

As part of the policy, the Company strives to ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the policy are as follows:

a. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework.

b. Policy for appointment and removal of Directors, KMP and Senior Management - Ascertain appointment criteria and qualifications, term and tenure of Directors, process/framework for their removal and retirement.

c. Policy relating to the remuneration for Directors, KMP and Senior Management and other employees

d. Policy Review.

The Nomination and Remuneration Policy of the Company has been updated on 11^th August 2023 keep in line in accordance with the SEBI Listing Regulations and is available on the website of the Company and can be viewed on the website on the link: https://ecanarys.com/Investors-Nomination-and-Remuneration-Policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the directors had 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 and loss of the company for that period.

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of provision of Section 135 of Companies Act, 2013 read with Schedule VII, the Company has spent an amount of Rs.14,25,000/- towards CSR expenditure for the financial year 2023-24 to the identified CSR activities. The Company is not required to constitute the CSR Committee. The detailed report on CSR is enclosed as Annexure-V.

AUDITORS & Auditors’ Report:

Statutory Auditors:

As per the recommendation made by the Audit Committee, M/s. Suresh & Co., (FRN: 004255S), Chartered Accountants, have re-appointed as Statutory auditors of the Company for the period of five years at the 32^nd Annual General Meeting held on 14^th August, 2023 till the conclusion of 37^th Annual General Meeting.

The Auditors’ Report for the financial year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Cost Auditors:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules, 2014 is not applicable to the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Sachin Hareesh and Associates, Chartered Accountants, Bengaluru (FRN: 017017S), appointed as an internal auditor of the Company to conduct internal audit for the Financial Year 2023-24.

Secretarial Auditor

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 M/s. Ganapathi & Mohan, Company Secretaries, Bengaluru (CP No: 4520) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as “Annexure-VI”. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made, and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are prescribed in the Financial Statements (Ref. Notes 12, 13 and 19).

Your Company has not extended corporate guarantee on behalf of any other Company during the financial year 2023-24.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-VII. Further details of related party transactions are provided in Notes to Financial Statements (both Standalone and Consolidated).

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm’s length pricing.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company has followed all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal & financial controls with reference to financial statements.

During the financial year 2023-24, such controls were tested and no reportable material weakness in the design or operations were observed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as “Annexure-VIII” to this report.

RISK MANAGEMENT:

The Company has a robust Business Risk Management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the Risk Management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trends, exposures, and potential impact analysis at a Company level as also separately for individual business segments.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy can be accessed at the https://ecanarys.com/Investors-Risk-Management-Policy.pdf

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as mentioned under provisions of section 148(1) of the Companies Act, 2013, is not applicable to the Company for the financial year 2023 -24.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has committed to provide a professional work environment free of harassment, disrespectful or other unprofessional conduct. In order to create such a safe and conducive work environment, a policy has been framed, in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy prohibits conduct that is disrespectful, unprofessional as well as harassment based on factors such as gender, marital status, age, race, religion, colour, appearance, region, national origin or ancestry, physical or mental disability, medical condition, genetic information, sexual orientation, etc.

This policy applies to all employees of the Company, people engaged in the operation of the Company including supervisors and managers, suppliers, customers, independent contractors and any other people involved in the running of the business across all locations. Further, the policy assures complete anonymity and confidentiality of information to the reporting individual.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the financial year 2023-24, no complaints were received by the Company related to sexual harassment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in lakhs)

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the financial year 2023-24, there are no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed form is available at www.ecanarys.com

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Your Company has established a Whistle Blower Policy in order to assure that the business is conducted with integrity and that the Company’s financial information is accurate and enables all the stakeholder to report their genuine concerns. The Company has not received any compliant under Whistle Blower Policy during the Financial Year 2023-24.

Further details of establishment of the Vigil Mechanism can be viewed on the Company’s website at https://ecanarvs.com/Investors-Whistle-Blower-Policv.pdf

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:

The Company didn’t enter any transaction for obtaining valuation report for the FY 2023-24 for one time settlement or obtaining loan from the banks and financial institutions.

POLICIES ADOPTED BY THE COMPANY

The details of the policies approved and adopted by the Board of Directors as required under the Companies Act 2013 and SEBI Regulations are available for the access at the website of the Company at www.ecanarys.com

Determination of Materiality of Information & Events

The Board of Directors has laid down a Policy for Determination & Disclosure of Materiality of Events and Information, the management of the company determines the material events of the company in accordance with this policy and discloses them for the investors. The policy is available for access at the website of the Company at https://ecanarvs.com/Investors-Disclosure-of-Materialitv-Policv.pdf

Insider Trading Disclosure

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

REMUNERATION POLICY:

As on 31^st March 2024 the Company is not covered under the provisions of Section 178(1) of the Companies Act, 2013. However, remuneration policy as adopted by the Company envisages payment of remuneration according to qualification, experience and performance at different levels of the organisation. Employees those engaged in administrative and professional services are suitably remunerated according to the industry norms

TRANSFER OF AMOUNT TO IEPF:

During the financial year 2023-24, the Company is not required to transfer any amount to Investor Education Protection Fund (IEPF).

HUMAN RESOURCES:

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry’s leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

CORPORATE GOVERNANCE

Your Company places utmost importance on its fiduciary role as a guardian of stakeholders’ interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledge this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank its Bankers for their support in the growth of the Company. Your directors wish to acknowledge with gratitude the patronage extended to the Company by the large body of its customers and contribution made by the employees at all levels and look forward to their dedicated commitment in the years to come towards the Company reaching greater heights.

Finally, Directors would like to convey their deep sense of gratitude to the members and look forward to their continued support in the growth of the Company.

For and on behalf of the Board of Directors CANARYS AUTOMATIONS LIMITED

(formerly Canarys Automations Private Limited)

Sd/- Sd/-

Raman Subbarao M R Sheshadri Y S

Managing Director Executive Director & CEO

DIN:00176920 DIN: 03367545

Sd/-

Raghu Chandrashekhariah

Whole time Director & CFO DIN: 01065269

Date: 03.09.2024 Place: Bengaluru