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Company Information

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CEINSYS TECH LTD.

04 November 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE016Q01014 BSE Code / NSE Code 538734 / CEINSYS Book Value (Rs.) 334.92 Face Value 10.00
Bookclosure 19/09/2026 52Week High 1250 EPS 63.72 P/E 10.17
Market Cap. 1356.55 Cr. 52Week Low 598 P/BV / Div Yield (%) 1.93 / 0.54 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

items and tax is '13,342 lakhs in FY 2025-26. Whereas,
in FY 2024-25, the profit before share of profit of joint
venture exceptional and tax stood at ' 7,891 lakhs and
Profit after exceptional items and tax at ' 6,324 lakhs.

EPS- Standalone

On a standalone basis, the Basic Earnings Per Share
increased to ' 86.41 for FY 2025-26 as compared
to Basic EPS of '48.09 for last FY 2024-25. The
substantial improvement in Basic EPS was primarily
driven by the Company's strong operational and
financial performance during the year, reflecting
higher profitability and enhanced value creation for
its shareholders.

EPS- Consolidated

On a consolidated basis, the Company's Basic Earnings
Per Share (EPS) increased significantly to '74.76 for
FY 2025-26, as compared to Basic EPS '37.37 for FY
2024-25. The substantial increase in Basic EPS reflects
the improved consolidated financial performance and
enhanced profitability achieved by the Company
during the year.

2. DIVIDEND

The Board of Directors have recommended a final
dividend of '3.50 per equity share for the FY 2025¬
26 aggregating to '732.82 lakhs, subject to approval
of Shareholders at the ensuing 28th Annual General
Meeting (''AGM”) of the Company.

a. Issue of Shares under ESOP:

During the reporting period, the Company has
made allotment of 4,00,000 equity shares on
July 14, 2025, pursuant to the exercise of vested
Employee Stock Options (ESOP) by the eligible
employee, Mr. Prashant Kamat (then Whole¬
Time Director, Vice Chairman, and CEO), under
the "Ceinsys Employee Stock Incentive Scheme
2024”. The equity shares so allotted ranked pari
passu with the existing equity shares of the
Company in all respects.

b. Public issue, rights issue, preferential issue:

During the reporting period, no such shares/
securities were issued except as mentioned
below:

The Board of directors take pleasure in presenting the 28th (Twenty-Eighth) Board's Report and the Annual Accounts on
the business and operations of Ceinsys Tech Limited, along with the summary of standalone and consolidated financial
statements for the financial year ended March 31,2026.

RESULTS OF THE COMPANY’S OPERATIONS AND COMPANY’S PERFORMANCE (' In Lakhs)

Particulars

Standalone

Consolidated

For the year ended
March 31

For the year ended
March 31

2026

2025

2026

2025

I. Revenue from Operations

63,517

39,973

66,070

41,806

II. Other Income

2,492

2,587

1,701

1,166

III. Total income (I II)

66,009

42,560

67,771

42,972

IV. Expenses

Operating Expenses

30,482

15,835

30,784

15,894

Employee Benefits Expenses

10,310

9,750

13,455

12,411

Finance Costs

576

229

631

252

Depreciation and Amortisation Expenses

747

563

1,138

822

Other Expenses

5,518

5,102

7,228

5,702

Total Expenses (IV)

47,633

31,479

53,236

35,081

V. Profit/(Loss) Before Share of Profit of Joint Venture,
Exceptional Items and Tax (III-IV)

18,376

11,081

14,535

7,891

VI. Share of Profit of Joint Venture

-

-

1,187

1,063

VII. Profit/(Loss) Before Exceptional Items and Tax (III-IV)

18,376

11,081

15,722

8,954

VIII. Exceptional item

116

-

116

-

IX. Profit/(Loss) before tax (V VII)

18,260

11,081

15,606

8,954

X. Tax expenses

2,839

2,943

2,264

2,630

XI. Profit/(Loss) for the period/year after tax ( IX-X)

15,421

8,138

13,342

6,324

XII. Total Other Comprehensive Income

(11)

(36)

43

36

XIII. Total Comprehensive Income for the year (XI XII)

15,410

8,102

13,385

6,360

XIV. Paid-up Equity Share Capital (Face value of ' 10/-each)

2,094

1,744

2,094

1,744

XV. Basic Earnings Per Equity Share of '10/- each:

86.41

48.09

74.76

37.37

FINANCIAL POSITION (' In Lakhs)

Standalone

Consolidated

Particulars

For the year ended
March 31

For the year ended
March 31

2026

2025

2026

2025

Equity

Equity Share Capital

2,094

1,744

2,094

1,744

Other Equity

66,474

38,681

65,212

39,444

Total Equity

68,568

40,425

67,306

41,188

Non-Current Liabilities

529

620

1,241

759

Current Liabilities

22,009

14,970

24,435

15,819

Total Liabilities

22,538

15,590

25,676

16,578

Equity Liabilities

91,106

56,015

92,982

57,766

Property, Plant and Equipment, Capital Work in Progress and
Investment Property

3,655

3,909

4,648

4,634

Goodwill, Intangible Assets and Intangible Assets under development

2,628

2,294

3,939

3,656

Other Non-Current Assets

7,819

6,880

6,341

4,907

Current Assets

77,004

42,933

78,054

44,569

Total Assets

91,106

56,016

92,982

57,766

1. FINANCIAL PERFORMANCE

Revenue - Standalone

On a standalone basis in FY 2025-26, our Revenue
from operations has shown an increase of 58.90%
which resulted increase of Revenue to ' 63,517 lakhs
in FY 2025-26 as compared to previous FY 2024-25
which was ' 39,973 lakhs.

Revenue - Consolidated

On consolidated basis in FY 2025-26, our Revenue
from operations has shown an increase of 58.04%
which resulted increase of Revenue to ' 66,070 Lakhs
in FY 2025-26 as compared to FY 2024-25 which was
' 41,806 lakhs.

Profits - Standalone

On a standalone basis in FY 2025-26, the profit before
tax and exceptional items has shown an increase of
65.83% in current FY 2025-26 and stood at ' 18,376
lakhs and Profit after exceptional items and tax stood
at ' 15,421 lakhs. Whereas, in FY 2024-25 the profit
before tax and exceptional items stood at ' 11,081
lakhs and Profit after exceptional items and tax at
' 8,138 lakhs.

Profits - Consolidated

On consolidated basis in FY 2025-26, the profit before
share of profit of joint venture, exceptional items and
tax has shown an increase of 84.20% and stood at
'14,535 lakhs in FY 2025-26. profit after exceptional

3. SHARE CAPITAL STRUCTURE

The Particulars of share capital of the Company are as follows:

Particulars

Amount (')

Authorized share capital

(3,16,00,000 Equity Shares of ' 10/- each)

3,160,00,000

Issued, subscribed and paid-up share capital
(2,09,37,661 Equity Shares of ' 10/- each)

2,093,76,610

During the year under review, there was change in the Paid-up Share Capital, the details of allotment of Equity Shares
made by the Company during the financial year under review are mentioned below:

The Company on September 20, 2024, had
allotted 30,96,515 convertible warrants to certain
Non-Promoter and Promoter and Promoter Group
(Allottees), by way of a preferential allotment on
a private placement basis. The issue price was
' 559.90 per warrant, out of which ' 139.975
(25% of the issue price) per warrant amounting
to ' 43,34,34,687/- (Indian Rupees Forty-Three
Crores Thirty-Four Lakhs Thirty-Four Thousand
Six Hundred and Eighty-Seven only), was received
as an initial subscription amount at the time of
allotment of the warrants. The Maturity date of
such warrants was March 19, 2026.

During the reporting period, the Company had
received the balance consideration i.e. 75% of the
issue price consideration, in cash amounting to

Name of Allottee

Category

No. of
convertible
warrants held
(prior to
conversion)

No. of Warrants
applied for
conversion

Balance Amount
(75%) Received
during the FY
2025-26 ( In ')

Rare CP Fund I LP

Non-Promoter

14,89,086

14,89,086

62,53,04,438

Mr. Sagar Meghe

Promoter

7,14,413

7,14,413

29,99,99,879

Mrs. Devika Meghe

Promoter Group

7,14,413

7,14,413

29,99,99,879

Mr. Raghav Meghe

Promoter Group

1,78,603

1,78,603

7,49,99,865

Total

30,96,515

30,96,515

1,30,03,04,061

' 1,30,03,04,061/- (Indian Rupees One Hundred
Thirty Crores Three Lakhs Four Thousand and
Sixty only) before the maturity date of warrants.
Pursuant to a Board resolution passed by
circulation on March 18, 2026, the Board of

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

c. Issue of Shares with differential rights as to
dividend, voting or otherwise:

During the financial year under review, the
Company has not issued any equity shares with
differential rights as to dividend, voting rights or
otherwise.

d. Issue of Sweat Equity Shares:

During the financial year under review, the
Company has not issued any Sweat Equity Shares.

e. Issue of Bonus Shares:

During the financial year under review, the
Company has not issued any Bonus Shares.

f. Buyback of Shares:

During the financial year under review, the
Company has not undertaken any buyback of its
equity shares.

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 2025-26, the Company incurred
capital expenditure of
' 1,356 Lakhs, as compared to
' 2,184 Lakhs incurred during the last financial year
2024-25.

6. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
("Act”) and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return for
FY 2025-26 is available on Company's website
https://
cstech.ai/investors/.

Directors approved the allotment of 30,96,515
equity shares of
' 10/- each fully paid up upon
the conversion of Share Warrants, to the below
mentioned allottees. The above consideration was
as per the terms of issue.

7. PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENT

The Company has disclosed the particulars of the
loans given, investments made or guarantees given or
security provided during the year, as required under
Section 186 of the Companies Act, 2013, Regulation
34(3) and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
in Notes forming part of the financial statements as
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.
Further, no amount on account of principal or interest
on deposits from public was outstanding as on the date
of the balance sheet.

9. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records
as specified under sub- section (1) of section 148 of
the Companies Act, 2013, read with the applicable
rules made thereunder.

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 arm's 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.
41 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 Board's Report.

Further, during the reporting financial year,
the Company did not enter into any contracts,
arrangements, or transactions with related parties
that qualify as material under Regulation 23 of the
SEBI (LODR) Regulations and the Company's Related
Party Transaction Policy, except for a material related
party transaction entered into among Ceinsys Tech
Limited; Allygram Systems and Technologies Private
Limited (ASTPL) and Grammer AG and group entities
of Grammer AG amounting upto
' 5,000 Lakhs. As
required under the Listing Regulations, the Company
had obtained approval from the Shareholders for this
transaction.

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 Board's 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 events have occurred after the closure of
the financial year and up to the date of this Report,
except as disclosed below:

a. On April 18, 2026, the Company made further
investment in its wholly owned foreign
subsidiary, Technology Associates Inc., USA
amounting to USD 2.161 Mn (US Dollars
Two Million One Hundred and Sixty-One
Thousand only), equivalent to approximately
' 20,28,00,000/- (Indian Rupees Twenty Crores
and Twenty-Eight Lakhs Only), by subscribing to
5,855.73 equity shares of face value USD 1/- each
issued at USD 369.04 each.

b. Mr. Phaneesh Murthy (DIN:00388525), tendered
his resignation from the post of Non-Executive
Independent Director of the Company with effect
from April 28, 2026.

c. The Board, on the recommendation of Audit
Committee, at its meeting held on May 14, 2026,
and subject to approval of Shareholders of the
Company, approved variation in the objects
relating to utilisation of funds from Preferential
Issue originally approved by the shareholders vide
Special Resolution dated April 29, 2024.

d. The Board at its meeting held on May 14,
2026, and on recommendation of Audit
Committee, approved appointment of M/s
PricewaterhouseCoopers Services LLP as an

Internal Auditors of the Company for a term of
one year i.e. for FY 2026-27.

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
Board's 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 Company's overall Risk Management Framework
helps in identifying risks and opportunities that may
have a bearing on the organization's 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 Company's 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
COMPANY’S 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 industry, Ceinsys excels
in delivering tailored solutions that empower clients
across various sectors to optimize their operations and
achieve sustainable growth. The Company's state of
affairs reflects robust growth and a commitment to
innovation, evidenced by its strategic expansions into
new markets and pioneering projects that established
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 today's dynamic
business landscape.

Ceinsys remains committed to enhancing enterprise¬
wide resilience and aims to set the standard for
business excellence. Our ongoing investments in
strategic initiatives underscore our dedication to
deliver 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 (DPRs), 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.

During the financial year 2025-26, there has been no
change in the nature of business of the Company and
no significant change in the nature of business of its
subsidiaries.

15. HUMAN CAPITAL MANAGEMENT

The Company firmly believes that its people are the
cornerstone of its long-term growth, innovation,
operational excellence, and sustainable value
creation. The Company continues to strengthen its
human capital foundation by attracting, nurturing,
and retaining highly skilled, future-ready, and value-
driven professionals across business functions and
technology domains. As on March 31, 2026, the

Company's total workforce stood at 1104 employees.
The Human Resources function continues to play a
strategic role in enabling business transformation
by aligning talent management practices with the
Company's growth objectives, operational priorities,
customer expectations, and governance standards. The
Company's people philosophy is centered on building
an agile, high-performance, and learning-oriented
organization that fosters accountability, innovation,
collaboration, inclusion, and continuous professional
development.

The Company remains focused on creating a workplace
culture that empowers employees, strengthens
leadership capability, encourages continuous learning,
and promotes employee well-being while maintaining
high standards of ethics, integrity, and corporate
governance. Through structured HR interventions,
employee-centric initiatives, and digital enablement
of people processes, the Company continues to
enhance workforce productivity, engagement, and
organizational effectiveness.

Employee Engagement and Employee Experience

The Company recognizes that employee engagement
and employee experience are critical drivers of
organizational performance, retention, innovation,
and customer satisfaction. Accordingly, the Company
continues to invest in strengthening employee
engagement frameworks and creating a positive,
collaborative, and inclusive work environment that
supports both professional and personal growth of
employees.

The Company's HR policies, people processes, and
engagement initiatives are continuously reviewed
and aligned with evolving business requirements and
workforce expectations. Various employee engagement
programs are conducted throughout the year based
on structured feedback mechanisms, leadership
interactions, employee surveys, periodic connect
sessions, and organization-wide communication
platforms. These initiatives are aimed at improving
employee satisfaction, strengthening organizational
culture, fostering collaboration across teams, and
enhancing overall employee morale and productivity.

The Company has continued its focus on employee
well-being through initiatives encompassing work-
life balance, mental wellness awareness, team
collaboration, leadership accessibility, recognition
programs, and employee participation in organizational
activities. Structured recognition and reward practices
continue to encourage high performance, innovation,
ownership, and contribution toward business
objectives.

The Company also emphasizes transparent
communication and leadership connect initiatives
to strengthen trust, alignment, and organizational
cohesiveness across all levels. Through regular

engagement forums and people-centric interventions,
the Company continues to reinforce a culture of
openness, inclusivity, and mutual respect.

Learning, Development and Capability Building

The Company firmly believes that continuous
learning and capability development are essential to
sustaining competitive advantage in a rapidly evolving
technology and business environment. Accordingly,
the Company has established a robust learning and
development ecosystem focused on strengthening
technical expertise, functional capability, leadership
effectiveness, and future-readiness of its workforce.

During the year, the Company underwent external
appraisal and review processes under the CMMI
framework, wherein the Company's training
governance, competency development framework,
learning management practices, and capability¬
building initiatives were positively acknowledged for
adoption of mature and industry-recognized best
practices. The Company continues to maintain strong
focus on process maturity, organizational capability
enhancement, and knowledge-driven operational
excellence aligned with CMMI Level 5 standards.

The Company has embedded structured learning
objectives into its annual performance management
framework through defined Goals and Key Result Areas
(KRAs), including mandatory learning hours applicable
across employee levels and functions. This approach
reinforces a culture of continuous professional
development and demonstrates the Company's
strategic investment in strengthening organizational
capability and long-term talent sustainability.

The competency-based development framework
enables employees to enhance domain expertise
and acquire future-ready skills aligned with evolving
customer, business, and technology requirements. The
Company's skill index methodology and competency
mapping mechanisms were well appreciated during
external appraisal assessments for their structured
and measurable approach toward workforce capability
enhancement.

The Company actively promotes a self-directed learning
culture wherein employees are encouraged to pursue
learning at their own pace through digital learning
platforms, leadership mentoring, knowledge-sharing
forums, certification programs, specialized technical
training, and role-based development interventions.
Senior leaders and functional experts continue to play
an active role in mentoring and guiding employees in
their professional development journeys.

The Company's centralized knowledge repository and
learning ecosystem currently comprise professional
certifications delivered across multiple technical,
functional, behavioural, compliance, and leadership
domains during the year. The Company continues
to leverage digital learning platforms and learning
applications to improve accessibility, scalability,
and effectiveness of training initiatives across the
organization.

Performance Management and Talent Development

The Company continues to strengthen its performance-
driven culture through a structured performance
management framework aligned with business
strategy, operational objectives, and individual
accountability. The performance management process
emphasizes goal alignment, measurable outcomes,
competency enhancement, continuous feedback, and
employee development.

Annual goals and KRAs are designed to ensure
alignment between organizational priorities and
individual contributions while encouraging ownership,
collaboration, and innovation. The Company continues
to focus on identifying high-potential talent,
strengthening succession readiness, and enabling
leadership development through targeted capability¬
building initiatives and managerial interventions.

The Company also places strong emphasis on internal
mobility, cross-functional exposure, and role-based
progression opportunities to support career growth
and talent retention. The leadership team remains
actively engaged in fostering a culture of meritocracy,
accountability, and continuous improvement across
the organization.

Inclusion, Diversity and Equal Opportunity

The Company is committed to fostering an equitable,
inclusive, and diverse workplace that promotes equal
opportunity, fairness, dignity, and respect for all
individuals. The Company believes that diversity of
thought, experience, background, and perspective
contributes significantly toward innovation,
organizational agility, better decision-making, and
sustainable business growth.

The Company's Diversity and Non-Discrimination
Policy guides its people management practices, talent
acquisition processes, workplace conduct standards,
and employee engagement initiatives to ensure an
inclusive and discrimination-free work environment.
Employment-related decisions continue to be based
on merit, competency, performance, and organizational
requirements without discrimination of any nature.

The Company remains committed toward supporting
persons with disabilities and enabling meaningful
workplace participation through inclusive employment
practices and supportive work environments. Focused
efforts undertaken in this area have resulted in
successful employee integration and retention
outcomes.

As an Equal Opportunity Employer, the Company
continues to strengthen initiatives that encourage

diversity, workplace inclusion, and equitable access
to professional opportunities across all levels of the
organization.

Human Rights, Ethics and Workplace Practices

The Company is committed to upholding and
advancing fundamental human rights principles
across its operations, workforce practices, and
broader business ecosystem. The Company believes
that ethical workplace practices, fair employment
standards, mutual respect, and employee dignity
form the foundation of a responsible and sustainable
organization.

The Company continues to maintain policies and
governance mechanisms aimed at ensuring a
safe, secure, respectful, and harassment-free work
environment for all employees. The Company promotes
ethical conduct, transparency, accountability, and
responsible business behaviour through its internal
policies, code of conduct frameworks, awareness
initiatives, and compliance practices.

The Company's human rights focus areas include
promoting inclusive workplace culture, ensuring fair
employment practices, supporting employee well¬
being, preventing discrimination and harassment,
and encouraging responsible practices across
its stakeholder and supply chain ecosystem. The
Company remains committed to maintaining a work
environment founded on integrity, professionalism,
fairness, and respect for individual rights and
freedoms.

Outlook

The Company remains committed to building a
resilient, digitally enabled, and future-ready workforce
capable of supporting the organization's strategic
growth ambitions and evolving customer requirements.
Going forward, the Company will continue to focus
on strengthening talent capability, leadership
development, employee engagement, process
excellence, diversity and inclusion, and technology-
driven HR transformation initiatives.

The Company believes that sustained investment in
human capital development, employee experience,
organizational culture, and capability enhancement will
continue to strengthen its competitive advantage and
support long-term value creation for all stakeholders,
including customers, employees, investors, and
shareholders.

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
Management’s Discussion and Analysis Report is

presented in a separate section forming part of this
Annual Report.

17. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE

During the financial year 2025-26, Hon'ble National
Company Law Tribunal ("NCLT”), Bench at Mumbai vide
its Order dated April 11,2025 ("Order”), had 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 was 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.

As a part of the Company's growth strategy and in order
to expand Company's operations globally, the Board
of Directors of the Company at their meeting held on
November 11, 2025, granted an in-principle approval
for expanding Company's Operations Globally by
establishing Wholly Owned Subsidiary at the Kingdom
of Saudi Arabia (KSA).

As on March 31, 2026, the Company has following
seven direct Subsidiaries:

1. ADCC Infocom Private Limited (Wholly Owned
Subsidiary);

2. Ceinsys Tech (Singapore) Pte Ltd (Wholly Owned
Subsidiary);

3. Allygrow Technologies B.V. (Wholly Owned
Subsidiary);

4. Technology Associates Inc. (Wholly Owned
Subsidiary);

5. Allygrow Technologies GmbH (Wholly Owned
Subsidiary);

6. Allygrow Technologies UK Limited (Wholly Owned
Subsidiary);

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

As on March 31, 2026, Allygram Systems and
Technologies Private Limited was identified as Material
Subsidiary 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.
The web link of the Policy for determining material
subsidiaries is given in
Annexure-6 of this Board
Report.

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 Company's subsidiaries
in the prescribed format AOC-1 is appended as an

Annexure-1 to the Board's 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, which are consistently followed and
strengthened over time. The Company believes that
good governance is the basis for sustainable growth
of the business and for enhancement of stakeholder's
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
organization's 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

19.1 Audit reports

• The Auditor's Report for FY 2025-26 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 nor any emphasis of matter and their
opinions are unmodified. The statements made
by the Auditors in their report are self-explanatory
and do not call for any further comments. The
Auditor's 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 Auditor's Report is enclosed
as separate section with the financial statements
in this Annual Report.

• The Company's 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 Auditor's Report for FY 2025-26
does not contain any qualification, reservation, or
adverse remark nor any emphasis of matter. The
statements made by the Secretarial Auditor 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 Board's
Report as
Annexure-41 a Secretarial Audit Report
given by the Secretarial Auditor.

The Secretarial Auditor's Report of Material
Subsidiary i.e. M/s Allygram Systems and
Technologies Private Limited for FY 2025-26, is
available on the website of the Company
www.
cstech.ai
and is also annexed to this Board's
Report as an Annexure-4A.

• The Secretarial Auditor's 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 Secretary's 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.

19.2 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 the 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 re-appointment.

• Internal Auditors

The Company had appointed M/s Pricewaterhouse
Coopers 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. The Board
at its meeting held on May 14, 2026, re-appointed
M/s PricewaterhouseCoopers Services LLP as the
Internal Auditors of the Company for a further term
of one year i.e. for FY 2026-27 to conduct Internal
Audit functions for the period from April 1, 2026, to
March 31, 2027.

• 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 Board's Report as
Annexure-4, a Secretarial
Audit Report given by him for financial year 2025¬
26. 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, which was
subsequently approved by the shareholders at its 27th
Annual General Meeting held on September 29, 2025.

19.3 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
Board's report.

19.4 Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for FY 2025¬
26, covering all applicable compliances under the
SEBI Regulations and the circulars/guidelines issued
thereunder, will be submitted to the Stock Exchanges
within the prescribed timeline of 60 days from the end
of the financial year.

20. SEGMENT REPORTING

The Company's 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.

21. 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
Board provides strategic guidance and direction to
the Company in achieving its business objectives and
protecting the interest of the stakeholders. The Board
met Seven (7) 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.

22. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

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

23. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

2. 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;

3. 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;

4. they have prepared the annual accounts on a
going concern basis;

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

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

24. 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 Company's internal financial
controls were adequate and effective during the
financial year 2025-26. For more details, refer to the
'Internal control systems and their adequacy' section
in the
Management’s Discussion and Analysis Report,
which forms part of this Annual Report.

25. 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 Company's
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.

26. POLICY ON DIRECTORS APPOINTMENT,
REMUNERATION AND OTHER DETAILS

The Company 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
Annexure-3 of the Boards'
Report.

27. CHANGES 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:

Ý The Board on the recommendation of Nomination
and Remuneration Committee and Audit
Committee at its meeting held on May 3, 2025,
appointed Mr. Phaneesh Murthy (DIN: 00388525)
as an Additional Director under the category
of Non-Executive Independent Director of the
Company with effect from May 3, 2025. The
appointment was regularised by the shareholders
through postal ballot process on August 1,2025,
by passing Special Resolution. As on date of this
report, Mr. Phaneesh Murthy has resigned from
the post of Non-Executive Independent Director
of the Company with effect from April 28, 2026,
due to personal reasons.

Ý The Board, on the recommendation of
Nomination and Remuneration Committee and
Audit Committee at its meeting held on May 3,
2025, appointed Mr. Surej Kunhithayyil Poyil (DIN:
10999955) as an Additional Director under the
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; with effect from April 3, 2025. Further on
June 28, 2025, through Circular resolution
and on recommendation of Nomination and
remuneration Committee, the Board approved
appointment of Mr. Surej Kunhithayyil Poyil as
Director of the Company under Non-Executive
Non-Independent Director Category effective
from June 28, 2025, subject to approval of
shareholders, which was subsequently approved
by the Shareholders through Postal Ballot
process on August 1, 2025, by passing Special
Resolution. Further, the Board at its meeting held
on September 3, 2025, on the recommendation
of the Nomination and Remuneration Committee
and Audit Committee, appointed Mr. Surej
Kunhithaviyil Poyil as Whole Time Director with
nomenclature as the Whole Time Director (WTD)
& CEO Designate of the Company for a term of
3 (three) years with effect from September 3,
2025, subject to approval of shareholders of the
Company and Central Government. However,
Board through Circular Resolution on September
25, 2025, withdrew this appointment from the
agenda and issued a corresponding addendum
to the 27th Annual General Meeting (AGM) notice.
Thereafter, the Board at its meeting held on
November 6, 2025, approved the resignation
of Mr. Surej Kunhithaviyil Poyil from the post
of Whole-Time Director of the Company with
effect from November 6, 2025, and noted his
continuation as Director (Non-Executive, Non
Independent Category); CEO of Technology
Associates Inc, USA (Wholly Owned Subsidiary)
and CEO designate of the Company.

Subsequently, the Board at its Meeting held on
December 16, 2025, accepted the resignation of
Mr. Surej Kunhithaviyil Poyil tendered by him vide
letter dated December 15, 2025, from the post of
the Non-Executive Non-Independent Director and
CEO Designate of the Company with effect from
December 16, 2025. Later he also resigned as CEO
of Technology Associates Inc, USA.

• The Board on the recommendation of Nomination
and Remuneration Committee at its meeting
held on July 30, 2025, approved appointment of
Dr. Anish Nair as Senior Vice President- Strategic
Project and Senior Management Personnel of the
Company with effect from July 30, 2025.

• On August 29, 2025, Mr. Samir Sabharwal tendered
his resignation from the post of Chief Financial
Officer and KMP of the Company with effect
from September 15, 2025, subject to approval of
Board of the Company. His resignation was then
accepted by the Board at its meeting held on
September 3, 2025.

• The Board at its meeting held on September 3,
2025, approved appointment of CA Amita Saxena
as Chief Financial Officer of the Company with
effect from October 1, 2025.

• The Board at its meeting held on November 6,
2025, accepted the resignation of Mr. Prashant
Kamat (DIN: 07212749), from the position of
Director, Whole Time Director, Vice Chairman and
Chief Executive Officer (CEO) of the Company with
effect from December 31, 2025.

Further, the Board on the recommendation
of Nomination and Remuneration Committee
at its meeting held on December 16, 2025,
aproved appointment of Mr. Prashant Kamat
(DIN: 07212749) as an Additional Director under
Non- Executive Non-Independent Category of the
Company with effect from January 1, 2026, and
approved his regularization as Director, subject
to approval of Members of the Company. The
appointment was regularized by the shareholders
through postal ballot process on March 14, 2026,
by passing Ordinary Resolution.

• The Board on the recommendation of Nomination
and Remuneration Committee at its meeting
held on December 16, 2025, approved change in
designation of Mr. Sagar Meghe (DIN: 00127487)
from Non-Executive Non-Independent Director-
cum-Chairman to Whole Time Director and
Chairman of the Company for a period of three
(3) years with effect from December 16, 2025,
to December 15, 2028, which was subsequently
approved by Shareholders through postal ballot
process on March 14, 2026, by passing Special
Resolution.

• The Board at its meeting held on December 16,
2025, noted resignation of Mr. Vishal Pawar from
the post of Chief Marketing Officer and Senior
Management of the Company vide his resignation
letter dated December 15, 2025, effective from
December 19, 2025.

• The Board on the recommendation of the
Nomination and Remuneration Committee at its
meeting held on February 9, 2026, re-appointed
Dr. Abhay Kimmatkar as Managing Director of
the Company for a period of three (3) years with
effect from April 1, 2026, to March 31, 2029,
subject to approval of members of the Company.
His appointment was subsequently approved by
Shareholders through postal ballot process on
March 14, 2026, by passing Special Resolution.

• The Board at its meeting held on May 14, 2026,
noted resignation of Mr. Anand Paranjape from
the post of Vice President, Head-Mobility and
Senior Management of the Company vide his
resignation letter dated May 13, 2026, effective
from June 5, 2026.

• At the previous AGM held on September 29, 2025,
Dr Abhay Kimmatkar (DIN:01984134) who retired
by rotation and being eligible, offered himself for
re-appointment as a director, liable to retire by
rotation.

The Board is of the opinion that the Non-Executive
and Independent Directors of the Company
appointed during the Financial Year 2025-26
and till the date of this Report possess requisite
qualifications, expertise and experience and they
hold highest standards of integrity.

28. COMMITTEES OF THE BOARD

As on March 31,2026, 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 2025-26 are given in the Report on
Corporate Governance section forming part of this
Annual Report.

29. ESOP:

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. During the financial year 2025¬
26, the Company had implemented "Ceinsys Tech
Limited Employee Stock Options Scheme 2025"
("CS Tech ESOS 2025” / "Scheme”). The CS Tech ESOS
2025 was approved by the Board at its Meeting held
on September 3, 2025, and further approved by the
Shareholders at the 27th Annual General Meeting of the
Company held on September 29, 2025.

Additionally, the Company has instituted the following
Employee Stock Option Plans ("ESOP") in accordance
with and in compliance with the applicable provisions
of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE)
Regulations”):

• Ceinsys Employee Stock Incentive Scheme 2024

• Ceinsys Employee Stock Option Plan 2024

During the reporting period, the Board at its meeting
held on July 30, 2025, noted cancellation of 2,00,000
options granted to Mr. John Chwalibog under 'Ceinsys
Employee Stock Option Plan 2024' during FY 2024-25.

During the reporting period, no material changes have
been made to the aforementioned schemes and the
schemes continued to remain in compliance with the
applicable regulatory requirements.

The Company has obtained certificate from the
Secretarial Auditor of the Company stating that the
aforementioned schemes have been implemented
in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('SBEB
Regulations') and the resolutions have been passed
by the members approving the aforementioned ESOP
schemes. The certificate is 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, 2021, are available at the
Company's website at
www.cstech.ai.

During the year under review, the Company has not
granted any stock options to any employee of the
Company or its subsidiary or group Company. Further
details of the aforementioned ESOP Schemes during
the reporting financial year 2025-26 are as follows:

Sr.

No.

Particulars

Ceinsys Tech Limited
Employee Stock
Options Scheme 2025

Ceinsys Employee
Stock Incentive
Scheme 2024

Ceinsys Employee
Stock Option Plan
2024

1

Number of options granted
during the reporting period

Nil

Nil

Nil

2

Number of options vested during
the year

Nil

4,00,000

Nil

3

Number of options exercised
during the year

Nil

4,00,000

Nil

4

Total number of shares arising
as a result of exercise of option

Nil

4,00,000

Nil

5

Exercise Price

The Exercise Price per The Exercise Price of
Option shall not be less the options granted was
than face value per
' 10/- per equity share
Share determined with
reference to Grant Date.

The exact Exercise Price
shall be mentioned in
the individual
Grant Letter

The Exercise Price per
Option shall not be less
than face value per
Share determined with
reference to Grant Date.
The exact Exercise Price
shall be mentioned in
the individual
Grant Letter

6

Number of options surrendered

Nil

Nil

Nil

7

Number of options lapsed

Nil

Nil

2,00,000*

8

Variation of terms of options

Nil

Nil

Nil

9

Money realized by exercise of
options

NA

NA

NA

10

Total number of options
ungranted and outstanding at
the end of the year

8,70,000

Nil

13,00,000

*Note: During the reporting period, 2,00,000 ESOPs granted to the eligible employee ("Grantee”) under the Ceinsys Employee Stock
Option Plan 2024 stands cancelled due to non-achievement of performance-based milestones by such grantee before vesting of
the said ESOPs.

30. 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 Board's Report.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conduct its business
in a socially responsible, ethical and environmentally
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
Company's activities. The Company has adopted a
detailed policy on Corporate Social Responsibility. The
brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company including the annual
report on the Company's CSR activities are set out
in
Annexure-5 of this report in the format prescribed
in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

32. SECRETARIAL STANDARDS

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

33. 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 Company's 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 telephone line or a letter to the concerned
authorities. The web link of the vigil mechanism
(whistle blower policy) is given in
Annexure-6 of this
Board Report.

34. PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (SEBI)
vide notification dated January 15, 2015, had put in
place a 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
Board's Report.

35. CODE OF CONDUCT

The Directors, KMP's and Senior Management of the
Company have affirmed compliance with Code of
Conduct applicable to them during the year ended
March 31,2026. The details of the Code of Conduct for
Directors, KMP's and Senior Management are given in
Annexure-6 of this Board's Report.

The Annual Report of the Company contains a
certificate by Mr. Kaushik Khona, Managing Director,
India Operations, of the Company, on compliance of
declaration received from the Members of the Board,
KMP's and Senior Management as an
Annexure-9.

36. LEGAL, GOVERNANCE AND BRAND PROTECTION

The Company continues to focus on key initiatives
across Legal, Governance, and Brand Protection
functions. Through a proactive approach and effective
practices, the Company strives to ensure compliance,
strengthen governance frameworks, and safeguard
its brand reputation while supporting its long-term
business objectives.

37. ENHANCING SHAREHOLDERS VALUE

The Company believes that its members are its
most important stakeholders. Accordingly, your
Company's 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.

38. 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.

39. LISTING ON STOCK EXCHANGE

During the Year under review, the equity shares of the
Company got listed on the National Stock Exchange of
India Limited (NSE) with effect from February 19, 2026,
in addition to its existing listing on BSE Limited. The
trading symbol of the Company on NSE is "CEINSYS”
and the scrip code on BSE is "538734”.

40. 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 Company's future operations.

41. 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.

42. PARTICULARS RELATING TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 (POSH):

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 Board's 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. During the year, the Company has
not received any complaints of sexual harassment.
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.

43. 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.

As on March 31, 2026, the Board comprised nine
Directors including Executive, Non-Executive, and
Independent Directors, with an appropriate balance of
skills, expertise, experience and diversity in accordance
with the applicable provisions of the Companies Act,
2013, and the SEBI Listing Regulations.

44. 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.

45. 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.

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. MD/CFO CERTIFICATION

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the MD/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. STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE RELATING TO THE
PROVISIONS OF THE MATERNITY BENEFIT ACT,
1961

During the year the Company has been in compliance
with all the applicable provisions relating to the
Maternity Benefit Act, 1961.

50. CYBER SECURITY INCIDENTS OR BREACHES OR
LOSS OF DATA OR DOCUMENTS

There were no such incidents during the FY 2025-26.

51. GREEN INITIATIVES

Electronic copies of Annual Report 2025-26 and the
Notice of 28th 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.

52. ACKNOWLEDGEMENT

The directors place on records their appreciation
to the Members, Customers, Supply Chain Partners
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
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, co-operation, active participation,
dedicated efforts, consistent contribution and
professionalism at all levels has made the organization's
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/-

Kaushik Khona Abhay Kimmatkar

Place: Mumbai (Managing Director, India Operations) (Managing Director)

Date: May 14, 2026 (DIN: 00026597) (DIN: 01984134)