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EQUITY - MARKET SCREENER

Ceinsys Tech Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
538734
INE016Q01014
327.4853199
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
CEINSYS
8.58
1291.96
EPS(TTM)
Face Value()
Div & Yield %
71.9
10
0.57
 

As on: Oct 26, 2026 11:38 PM

Dear Members,

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

(Rs In Lakhs)

Particulars Standalone For the year ended March 31 Consolidated 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, 18,376 11,081 14,535 7,891
Exceptional Items and Tax (III-IV)
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 Rs 10/-each) 2,094 1,744 2,094 1,744
XV. Basic Earnings Per Equity Share of Rs10/- each: 86.41 48.09 74.76 37.37

FINANCIAL POSITION

Particulars Standalone For the year ended March 31 Consolidated 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 Rs 63,517 lakhs in FY 2025-26 as compared to previous FY 2024-25 which was Rs 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 Rs 66,070 Lakhs in FY 2025-26 as compared to FY 2024-25 which was Rs 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 Rs 18,376 lakhs and Profit after exceptional items and tax stood at Rs 15,421 lakhs. Whereas, in FY 2024-25 the profit before tax and exceptional items stood at Rs 11,081 lakhs and Profit after exceptional items and tax at Rs 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 Rs14,535 lakhs in FY 2025-26. profit after exceptional items and tax is Rs13,342 lakhs in FY 2025-26. Whereas, in FY 2024-25, the profit before share of profit of joint venture exceptional and tax stood at Rs 7,891 lakhs and Profit after exceptional items and tax at Rs 6,324 lakhs.

EPS- Standalone

On a standalone basis, the Basic Earnings Per Share increased to Rs 86.41 for FY 2025-26 as compared to Basic EPS of Rs48.09 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 Rs74.76 for FY 2025 26, as compared to Basic EPS Rs37.37 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 Rs3.50 per equity share for the FY 2025-26 aggregating to Rs732.82 lakhs, subject to approval of Shareholders at the ensuing 28th Annual General Meeting ("AGM") of the Company.

3. SHARE CAPITAL STRUCTURE

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

Particulars Amount (Rs)
Authorized share capital (3,16,00,000 Equity Shares of Rs 10/- each) 3,160,00,000
Issued, subscribed and paid-up share capital (2,09,37,661 Equity Shares of Rs 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:

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: Ceinsys Tech Limited

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

Rs 559.90 per warrant, out of which Rs 139.975 (25% of the issue price) per warrant amounting to Rs 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 Rs 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

Directors approved the allotment of 30,96,515 equity shares of Rs 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.

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 Rs)
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

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 Rs 1,356 Lakhs, as compared to Rs 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/.

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 Rs 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 Rs 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 subsection (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 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:

• 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.

• 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:

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 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 The Exercise Price of the options granted was Rs 10/- per equity share 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)