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EQUITY - MARKET SCREENER

Canarys Automations Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
91876
INE0QG301017
14.8557158
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
CANARYS
19.26
164.15
EPS(TTM)
Face Value()
Div & Yield %
1.49
2
0
 

As on: Nov 03, 2025 07:21 PM

Dear Members,

Your directors have pleasure in presenting the 34th 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 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

The standalone and consolidated financial statements for the financial year ended31 st March, 2025, have been prepared in accordance with the Accounting Standards (AS)as prescribed under the provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof) (hereinafter referred to as "the Act") and the guidelines issued by Securities and

Exchange Board of India.

Key highlights of the Company's financial performance for the financial year ended31 st March 2025 are given as under:

( Rs. in Lakhs)

Standalone Consolidated
Particulars Financial Year ended 31.03.2025 Financial Year ended 31.03.2024 Financial Year ended 31.03.2025 Financial Year Ended 31.03.2024
Revenue from Operations 8,596.44 7,449.26 8,908.27 7,501.52
Other Income 149.48 121.49 149.58 128.80

Total Income

8,745.93 7,570.76 9,057.85 7,630.32
Total Expenditures 7,449.97 6,293.73 7,794.70 6,566.44

Profit/ (Loss) Before Tax

1,181.82 1,150.63 1,149.01 1,063.89
Tax Expenses
a) Current tax 318.35 313.58 320.81 315.97
b) Deferred tax (15.35) (39.78) (0.75) (51.51)

Net Profit/(Loss) After tax

878.82 876.83 828.96 799.43

2. REVIEW OF OPERATIONS:

During the financial year 2024-25, net income of your Company has increased to C 8,745.93 Lakhs against net income of C 7,570.76 Lakhs of the previous financial year by registering a growth of 15.52%. Your Company's net Profit after tax has been increased to C 878.82 Lakhs for the current year as against the net profit after tax of C 876.83 Lakhs of the previous year.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year 2024-25, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

4. 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 31st March 2025.

Preference Shareholders

As per terms of the issue of Cumulative Preference shares ("Preference Shares"):

_ The Board of Directors at their meeting held on 03rd September 2024 have declared an interim dividend for the period of 2 months (i.e. for the period from 01st February 2024 to 31st March 2024) aggregating to C 5.20 lakhs - (Rupees Five Lakh Twenty Thousand Only) to the Preference shareholders whose names appeared in the register of preference shareholders on 03rd September 2024 (Record Date).

_ The Board of Directors on 24th February 2025 have declared an interim dividend for the period of 10 months (i.e. from 01st April 2024 to 31st January 2025) aggregating to C 26-Lakhs (Rupees Twenty-Six Lakhs Only) to the Preference shareholders whose names appeared in the register of preference shareholders on 31st January 2025 (Record Date).

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.

5. 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

2024-25.

6. TRANSFER TO RESERVES:

During the year, the Company has transferred C 104 lakhs to the capital redemption reserve account and C 114.14 lakhs to Share based payment reserve account.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND AS ON 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.

8. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies (Share Capital and Debentures) Rules, 2014, during the financial year

2024-25:

Sl. No. Particulars Disclosure
1. Issue of Equity shares with differential rights Nil
2. Issue of Sweat Equity shares Nil
3. Issue of employee stock option Nil
4. Provision of money by company for purchase of its own shares by trustees for the benefit of employees Nil

The authorized share capital of the Company is C1,760 lakhs (Rupees Seventeen Crores Sixty Lakhs Only) consisting of 6,20,00,000 (Six Crores Twenty

Lakhs) equity shares of C 2/- (Rupees Two Only) each and 52,00,000 (Fifty-Two Lakhs) preference shares of C 10/- (Rupees Ten Only) each. During the financial year 2024-25 there was no change in the authorized share capital of the Company. The paid-up share capital of the Company is C 1,299.92 lakhs (Rupees Twelve Crores Ninety-

Nine Lakhs Ninety-Two Thousand Two Hundred and

Twenty-Six Only) consisting of 5,71,96,113 (Five Crores

Seventy-One Lakhs Ninety-Six Thousand One Hundred and Thirteen) equity shares of C 2 each (Rupees Two Only) and 15,60,000 (Fifteen Lakhs

Sixty Thousand) Unlisted Cumulative Redeemable

Preference Shares of C 10/- (Rupees Ten Only)

("Preference Shares"). During the financial year

2024-25, the following changes were made in the paid-up share capital structure of the Company:

i. Allotment of warrants on preferential basis:

_ At the Extra-Ordinary General Meeting of the Company held on 13th May 2024 have authorise the Board of directors to issue and allot 25,60,973 (Twenty-Five Lakhs Sixty Thousand Nine Hundred and Seventy-Three) warrants, each convertible into, or exchangeable for 1 (One) fully paid-up equity share of the Company of face value of C 2/- (Rupees Two only) each at a price of C 41/- (Rupees Forty-One only) each payable in cash aggregating up to C 10,49,99,893/- (Rupees Ten Crore

Forty-Nine Lakhs Ninety-Nine Thousand Eight Hundred Ninety-Three only) which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen) months to the certain promoters and non-promoters of the Company by way of a preferential issue in accordance with the terms of the

Warrants as per provisions of Chapter

V of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, and other applicable rules, regulations and laws as the case may be.

_ The Board of Directors on 23rd May 2024 have approved allotment of warrants on preferential basis to the below mentioned promoters and non-promoters.

Name of the Allottees Category No. of Warrants Allotted #Investment Amount (E)
Mr. Metikurke Ramaswamy Raman Subbarao Promoter / Individual 2,43,902 99,99,982/-
Mr. Danavadi Krishnamurthy Arun Promoter / Individual 2,43,902 99,99,982/-
Mr. Raghu Chandrashekhariah Promoter / Individual 2,43,902 99,99,982/-
Mr. Pushparaj Shetty Promoter / Individual 2,43,902 99,99,982/-
Mr. Sheshadri Yedavanahalli Srinivas Promoter / Individual 12,43,902 5,09,99,982/-
Mr. Raghu Pavan T S Non-promoter/ Individual 2,43,902 99,99,982/-
Dr. Mahesha Bangalore Ramalinga Pandit Non-promoter/ Individual 60,976 25,00,016/-
Mr. Nagaraj B Bhairaji Non-promoter/ Individual 36,585 14,99,985/-

Total

25,60,973 10,49,99,893/-

#An amount equivalent to 25% of the Warrant Issue Price was paid at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s) ii. Redemption of Preference shares:

As per the terms of issue of Preference shares, the Board of Directors on 25th February 2025 have redeemed 15,60,000 Preference shares (i.e., 30% of Preference Shares) having face value of C 10/- each at par aggregating to C 1,56,00,000/- (Rupees One Crore Fifty-Six Lakhs only) out of profits of the Company.

iii. Allotment of Equity Shares pursuant to exercise of Warrants

_ As per terms of warrant issued by the

Company, the Company had received an upfront payment i.e. 25% of warrant issue price at the time of subscription of the warrants, from promoters and non-promoter members. The Company has received remaining subscription amount of C 3,11,24,934.75 i.e. 75% of warrant issue price along with copy of exercise letters from 05 (Five) warrant holders (both promoters and non-promoter's members) out of 8 (Eight) warrants holders for exercise of 10,12,193 warrants into equity shares.

_ Accordingly, the Board in its meeting held on 13th March 2025 have allotted 10,12,193 equity shares pursuant to exercise of warrants to the five promoter and non-promoter members. The same has been admitted with National

Securities Depository Limited ("NSDL") and Central Depository Services Limited ("CDSL") including process of lock in shares as per SEBI guidelines and its listing to National Stock Exchange (NSE).

_ Following is the list of allottees who have exercised their warrants into Equity

Shares during the financial year 2024-25

Name of the Allottees Category No of Equity Shares allotted pursuant to Conversion of Warrants
Mr. Metikurke Ramaswamy Raman Subbarao Promoter / Individual 2,43,902
Mr. Danavadi Krishnamurthy Arun Promoter / Individual 2,43,902
Mr. Raghu Chandrashekhariah Promoter / Individual 2,43,902
Mr. Pushparaj Shetty Promoter / Individual 2,43,902
Mr. Nagaraj B Bhairaji Non- promoter/ Individual 36,585

Total No. of Equity Shares Allotted

10,12,193

9. STATEMENT OF DEVIATIONS / VARIATIONS

In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation or Variation is provided in "ANNEXURE-XI" to this report.

10. 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 11th August 2023 and shareholders on 14th 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. During the year, none of the employees were vested/exercised the shares.

11. PERFORMANCE AND FINANCIAL

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

As on 31st March 2025 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.

The Company has acquired 51% stake of Fortira Inc. USA on 15th April 2025.

Further none of the companies have become or ceased to be Subsidiaries, joint ventures or associate companies during the financial year

FY 2024-25.

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 31st March 2025 is disclosed in Form AOC-1 is attached as "ANNEXURE-I".

12. CREDIT RATING:

During the financial year 2024-25, the Company was not required to obtain credit rating for its securities.

13. DIRECTORS & KEY MANAGERIAL

PERSONNELS (KMPs):

a. 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 31st March 2025, the Board consisting of the following Directors:

SI. No.

Name of the Director DIN Designation
1 Mr. Metikurke Ramaswamy Raman Subbarao 00176920 Chairman & Managing Director
2 Mr. Danavadi Krishnamurthy Arun 01064990 Whole time Director
3 Mr. Raghu Chandrashekhariah 01065269 Whole Time Director & Chief Financial Officer (CFO)
4 Mr. Sheshadri Srinivas Yedavanahalli 03367545 Executive Director & Chief Executive Officer (CEO)
5 Mr. Pushparaj Shetty 03333417 Executive Director
6 Mr. Muralikrishnan Gopalakrishnan 07059037 Non-Executive Independent Director
7 Mrs. Asha Sivashankar 10184245 Non-Executive Independent Director
8 Mr. Ramesh Phatak Bhaskar 07981182 Non-Executive Independent Director

b. Changes in the constitution of the Board

During the financial year 2024-25, there were no changes occurred in the Directorship of the Company.

c. Key Management Personnel:

The following changes occurred in the Key

Management Personnels of the Company during the financial year 2024-25: i. CS Nagashree Hegde (ICSI Membership

No: A66166) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from

02nd August 2024 ii. CS Ambikeshwari M A (ICSI Membership No. A67639) was appointed as Company Secretary and Compliance Officer of the Company with effect from 03rd September 2024.

d. Director liable to retire by rotation and being eligible offer himself for reappointment:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sheshadri

Srinivas Yedavanahalli (DIN: 03367545),

Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.

14. BOARD MEETINGS

There were Seven (07) Board Meetings duly convened during the financial year 2024-25 on following dates:

SI. No. Date of Board Meeting No. of Directors Entitled to attend the meeting No of Directors Present
1 13th April, 2024 8 8
2 24th April, 2024 8 8
3 28th May 2024 8 8
4 03rd September 2024 8 8
5 31st October 2024 8 8
6 14th November 2024 8 8
7 13th March 2025 8 8

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:

SI. No.

Name of the Director Number of board meetings entitled to attend Number of board meetings attended
1 Mr. Metikurke Ramaswamy Raman Subbarao 7 7
2 Mr. Arun Danavadi Krishnamurthy 7 7
3 Mr. Raghu Chandrashekhariah 7 7
4 Mr. Sheshadri Srinivas Yedavanahalli 7 7
5 Mr. Pushparaj Shetty 7 7
6 Mrs. Asha Sivashankar 7 7
7 Mr. Ramesh Phatak Bhaskar 7 7
8 Mr. Muralikrishnan Gopalakrishnan 7 7

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 05 (Five) Committees as of 31st March 2025:

SI. No.

Name of the Director

1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders' Relationship Committee
4 Internal Complaints Committee
8 Management Sub-Committee

The committees consist of requisite majority of Directors comprising Independent and non-independent directors.

During the year, all recommendations made by the Committees were approved by the Board. Details of all the Statutory Committees along with their composition and meetings held during financial year 2024-25 are provided in "ANNEXURE-II" to this report.

15. DECLARATION BY NON-EXECUTIVE

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had 03 (Three) Non-Executive Independent

Directors in line with the Companies Act, 2013. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of

Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors)

Rules, 2014.

During the year under review, the Non-Executive

Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/

Committees of the Company.

A separate meeting of Independent Directors was held on 04th March 2025 to review the performance of Non-Independent Directors,

Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

16. DIRECTORS' RESPONSIBILITY

STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, 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. 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 and loss of the Company for that period; c. they have 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. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. EVALUATION OF THE BOARD'S

PERFORMANCE:

During the year under review, in terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations. 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 Non-Executive 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.

18. CODE OF CONDUCT OF BOARD OF

DIRECTORS & SENIOR MANAGEMENT

The Company has always encouraged and supported ethical business practices in personal and corporate behaviour by its directors and employees. The Company has framed a Code of Conduct for Board Members and Senior Management Staff of the Company. The Board

Members and Senior Management Staff have affirmed compliance with the said Code of Conduct. The Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in the

Companies Act, 2013. Both the Codes are posted on Company's website https://ecanarys.com/ Investors-Policy-on-Code-of-Conduct.pdf

Pursuant to Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board members and

Senior Management Personnel have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the Chairman & Managing Director forms part of this report as "ANNEXURE III".

19. REMUNERATION OF DIRECTORS, PARTICULARS OF EMPLOYEES AND

RELATED DISCLOSURES

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.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any investment, give loan/guarantee and provided security to any of the person/company/ body corporate. The particulars of investments outstanding as on 31st March, 2025 is given in note no. 12 of the standalone financial statement.

21. 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 C 20.05 lakhs towards CSR expenditure for the financial year 2024-25 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".

22. PARTICULARS OF CONTRACTS

OR ARRANGEMENTS MADE WITH RELATED PARTIES:

a. During the year under review, there were some transactions entered into by the

Company with related parties, which were in the Ordinary Course of Business and at Arm's Length basis for which the Audit

Committee granted omnibus approval

(which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board. b. During the year under review, there were no significant transactions with related parties which were not at arm's length basis c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company. d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year under review, which fall under the scope of Section

188(1) of the Act, are given in Form AOC-2 attached as "ANNEXURE-VI".

23. AUDITORS & AUDITORS' REPORT:

Statutory Auditors:

As per the recommendation made by the Audit

Committee, M/s. Suresh & Co., (FRN: 004255S), Chartered Accountants, have appointed as Statutory auditors of the Company for the period of five years at the 32 nd Annual General Meeting held on 14th August 2023 to hold office till the conclusion of 37th Annual General Meeting.

The Auditors' Report for the financial year 2024-25 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 2024-25.

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 Board in its Meeting held on 13th March 2025, appointed M/s. Ganapathi

& Mohan, Company Secretaries, Bengaluru to undertake the Secretarial Audit of the Company for the financial Year 2024-25. The Secretarial

Audit Report for the Financial Year 2024-25 in Form

MR-3 is attached to this report as "ANNEXURE-VII".

The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark, accordingly, it is not required to comment up on by the Board of Directors.

Further, as per the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board recommend to appoint /s. Ganapathi & Mohan, Company

Secretaries, as Secretarial auditors of the company for the period of five years at the ensuing Annual General Meeting. The Company has received necessary consent and eligibility certificate from them.

24. 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.

25. 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 2024-25

26. 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.

27. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal & financial controls with reference to financial statements. During the financial year 2024-25, such controls were tested and no reportable material weakness in the design or operations were observed.

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

SI. No.

PARTICULARS DISCLOSURE
(A)

Conservation of Energy:

Overview

i. The steps taken or impact on conservation of energy In our ongoing commitment to sustainability and cost-effectiveness, your company has taken significant steps toward energy conservation within our operations. Recognizing the impact of energy consumption on both the environment and our operational costs, we have implemented various initiatives to reduce our energy footprint. This section
ii. The steps taken by the Company for utilizing alternate sources of energy outlines our efforts and progress in conserving energy throughout the past year.

ENERGY CONSERVATION INITIATIVES

1. Optimized Use of Office Space:

iii. The capital investment on energy conservation equipment. We have reconfigured our office layout wherever possible to maximize natural light, reducing the need for artificial lighting during working hours.
• By consolidating workspaces and promoting remote work where feasible, we've managed to decrease the energy load from heating, cooling, and lighting.

2. Transition to Energy-Efficient Equipment:

Upgraded office equipment, including computers, servers, and lighting fixtures, to energy-efficient models.
Replaced traditional lighting with LED fixtures, which consume significantly less power and have a longer lifespan.

3. Server and IT Optimization:

Migrated to cloud-based solutions to minimize the energy consumption of on- premises servers.
Implemented server virtualization and optimized resource allocation to reduce power usage.

4. Employee Awareness and Engagement:

Conducted awareness campaigns to encourage employees to participate in energy-saving practices, such as shutting down computers at the end of the day and minimizing unnecessary device use.
• Introduced an internal energy conservation challenge with rewards for teams that make the most significant reductions in their energy use.

5. Energy Monitoring and Management:

• Regularly reviewed energy consumption reports to ensure that our energy-saving measures are effective and adjust strategies as needed.

Achievements

Reduction in Energy Costs: Over the past year, we have tried to reduce our energy expenses by a more efficient energy use.
• Employee Participation: Majority of our employees have actively engaged in our energy conservation initiatives, demonstrating a company-wide commitment to sustainability.

Future Plans: Looking ahead, we plan to further enhance our energy conservation efforts by exploring renewable energy options, such as installing solar panels on our office building. Additionally, we will continue to invest in employee education on energy efficiency and explore advanced technologies to reduce energy usage across all areas of our operation.

Conclusion: The Conservation of energy is not just a corporate responsibility but also a strategic initiative that supports our company's growth and sustainability. By reducing our energy consumption, we not only lower operational costs but also contribute positively to the environment. We are proud of the progress made this year and are committed to achieving even greater results in the future.

(B)

Technology Absorption:

i. The efforts made towards technology absorption. Updating of Technology is a Continuous process; efforts are continuously made to develop new products required in the Company's activities.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution. Nil
iii. In case of imported technology imported during the last three years reckoned from the beginning of the financial year). Nil
iv. The expenditure incurred on Research and Development. Nil

29. FOREIGN EXCHANGE EARNINGS AND

OUTGO:

(Amount in Lakhs)

Particulars As on 31.03.2025 As on 31.03.2024
Foreign Exchange 2,541.57 2,332.48
Earnings
Foreign Exchange 474.49 474.72
Outgo

30. COMPANY'S POLICIES

Remuneration policy:

As on 31st March 2025 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

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 2024-25. Further details of establishment of the Vigil

Mechanism can be viewed on the Company's website at https://ecanarys.com/Investors-Whistle-Blower-Policy.pdf

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

Nomination And Remuneration Policy

The Company has the policy on the appointment andremunerationofdirectorsandkeymanagerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Company's website. The related weblink is: https://ecanarys.com/Investors-Nomination-and-Remuneration-Policy.pdf

Policy On Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the

Company with related parties which is available on Company's website link, https://ecanarys. com/Investors-Policy-on-Related-Party.pdf

Policy For Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which is available on the Company's website. The relevant weblink is: https://ecanarys. com/Investors-Material-Subsidiary-Policy.pdf

Board Diversity Policy

The Company has on place a policy for the diversity of the Board which is available on the

Company's website. The relevant weblink is: https://ecanarys.com/Investors-Board-Diversity-Policy.pdf

Sexual Harassment Policy:

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information, the weblink is https://ecanarys. com/Investors-Policy-on-POSH.pdf

During the financial year 2024-25, no complaints were received by the Company related to sexual harassment.

Particulars Status
Number of cases pending as on the beginning of the year Nil
Number of complaints filed during the year Nil
Number of cases pending as on the end of the year Nil

31. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,

1961, and has extended all statutory benefits to eligible women employees during the year.

32. DISCLOSURE REQUIREMENTS

_ The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of

India and that such systems are adequate and operating effectively.

_ Related Party disclosures/transactions are detailed in the Notes to the financial statements.

33. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply to our Company. Therefore, the Company has not provided a separate report on 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.

34. ANNUAL RETURN:

In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended 31 st March, 2025 prepared as per sub-section (3) of Section 92 of the Act has been hosted on the

Company's website www.ecanarys.com

35. COMPLIANCE WITH SECRETARIAL

STANDARDS:

The Company has complied with the applicable

Secretarial Standards issued by the Institute of

Company Secretaries of India (ICSI).

36. TRANSFER OF AMOUNT TO IEPF:

During the financial year 2024-25, the Company is not required to transfer any amount to Investor Education Protection Fund (IEPF).

37. 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 into any transaction for obtaining valuation report for the FY 2024-25 for one time settlement or obtaining loan from the banks and financial institutions.

38. LISTING ON STOCK EXCHANGE

The Company's shares are listed on the SME platform, (NSE-EMERGE) with National Stock Exchange of India Limited (NSE) with symbol

CANARYS. The Company confirms that the annual listing fee to the stock exchange for the financial year 2024-25 has been paid.

39. DEPOSITORY SYSTEM

The Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository

Services (India) Limited. As on 31st March 2025,

100% of the equity shares of the Company were held in dematerialised form.

40. 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 2024-25, there are no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

41. 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 2024-25 by or against the company and there are no proceedings pending under the

Insolvency and Bankruptcy Code, 2016.

42. DETERMINATION OF MATERIALITY OF

INFORMATION & EVENTS

The Board of Directors have 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://ecanarys.com/Investors-

Disclosure-of-Materiality-Policy.pdf

43. 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.

44.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 Company invested in building tighter control systems improving processes and operational efficiencies as a result. By establishing smooth

WFH processes and remote collaboration, our operation teams are able to ensure that client service level agreements are met and project milestones delivered on time.

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.

45. DISPATCH OF ANNUAL REPORT

THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the 34th Annual General Meeting along with the Annual Report 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/RTA/Depositories. Members may note that the Notice and Annual Report

2024-25 will also be available on the Company's website at www.ecanarys.com website of the Stock Exchange, i.e., NSE Limited at www.nseindia. com and on the website of the MUFG Intime India

Private Limited (Formerly Link Intime India Private

Limited) Company's Registrar and Transfer Agent at www.in.mpms.mufg.com.

46.ADDITIONAL INFORMATION

The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

47. ACKNOWLEDGEMENT

The Directors express their warm appreciation to the Company's employees for their unstinted commitment and continued contribution to the growth of the Company.

The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other business associates for their continued support and co-operation in the Company's progress.

The Directors appreciate and value the contribution made by every member of the

CANARYS family.

For and on behalf of the Board of Directors

CANARYS AUTOMATIONS LIMITED

Raman Subbarao M R

Sheshadri Y S

Managing Director Executive Director & CEO
DIN: 00176920 DIN: 03367545

Raghu Chandrashekhariah

Date: 25th August 2025 Whole time Director & CFO
Place: Bengaluru DIN: 01065269