As on: Jan 22, 2026 07:32 PM
For the year ended March 31, 2025
To,
The Members,
Cadsys (India) Limited Hyderabad, Telangana, India.
Dear Members,
Your directors take the opportunity to present the 33 rd Board's Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025. The Report highlights the performance of the Company as well as its subsidiaries as follows:
DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars
Standalone
Consolidated
Total Revenue
Total Expenses
Finance Cost
Depreciation
Exceptional Items
Profit before Tax
Tax Expense
Profit after Tax
Earnings per share (Basic & Diluted)
FINANCIAL PERFORMANCE
During the financial year under review, the Company continued its efforts to strengthen operations and amidst a challenging business environment. The Standalone revenue for the year was Rs. 1,993.79 lakhs as against Rs. 2,763.66 lakhs for the previous year. The PAT attributable to the members was Rs. 53.99 lakhs as against Rs. 223.95 lakhs for the previous year.
The Company remains focused on operational efficiencies, prudent financial management, and strategic realignment of business priorities to enhance value for stakeholders in the long term.
Further, during the year under review, there were no changes in the Nature of Business of the Company.
EXPORTS
The exports of the Company continue to be a major chunk of revenue accounting for a volume of Rs. 1,893.55 lakhs as against Rs. 2,618.24 lakhs in previous year.
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013
The Company has not made any transfer to general reserves for the financial year ended March 31, 2025
DIVIDEND
Keeping in view the difficult operating environment that prevailed in the year gone by and the expected cash flow requirements for the future growth of the Company, your directors were not able to recommend any dividend for the financial year ended March 31, 2025.
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year ended March 31, 2025, there is no outstanding amount to be transferred to Investor Education and Protection Fund. However, the details of unpaid and unclaimed dividend can be accessed on Company's website i.e., https://www.cadsystech.com/investor/ .
SHARE CAPITAL
During the year under review, the company converted 25,00,000 warrants into equity shares of Rs. 10/- each. The necessary listing and trading approvals were obtained from NSE Emerge and the requisite filings relating to the allotment of equity shares were duly completed with the jurisdictional Registrar of Companies.
Your Company has one class of share, i.e., Equity Shares of face value Rs. 10/- each. The Authorized Share Capital of Your Company is Rs. 1,200 lakhs comprising of 120 lakhs Equity Shares of Rs. 10/- each. The issued, subscribed and the Paid-up Share Capital of Your Company post conversion of warrants as on March 31, 2025 is Rs. 1,000.25 lakhs.
EXTRACT OF ANNUAL RETURN
The Annual Return will be available on the website of the Company, as mandated under Section 92(3) read with Section 134 (3) of the Companies Act, 2013, and the same can be accessed at http://www.cadsystech.com/investor/ .
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board represents an optimum mix of professionalism, knowledge and experience. The Company's policy is to maintain optimum combination of Executive, Non-executive Directors and Independent Directors.
List of directors and Key Managerial Personnel of the Company as on March 31, 2025:
SI. No. Name of the Directors
1 Nallani Chakravarthi Venkata Rangacharya
2 Nallani Chakravarthi Padmaja
3 Madhavi Chilakamarri
4 Sripadarajan Nagarajan
5 Sai Sridhar Sangineni
6 Appalacharyulu Chilakamarri
7 Vanamali Praneeth Kumar
Changes during the Financial Year ended March 31, 2025:
I. Cessation and Appointment of Director/KMP:
The term of Nallani Chakravarthi Venkata Rangacharya as Managing Director and Nallani Chakravarthi Padmaja as Whole-time Director of the Company came to an end on March 31, 2025. The Board of Directors, subject to the approval of the members and in compliance with other applicable statutory requirements, has re-appointed them for a further period of five years with effect from April 1, 2025, pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder.
Necessary resolutions seeking the approval of the members for the said re-appointments and the terms of remuneration have been included in the Notice convening the Annual General Meeting. The Board recommends the same for your approval.
II. Retire by Rotation:
In accordance with the provisions of the Companies Act, 2013, Madhavi Chilakamarri, Director of the company retires by rotation at the ensuing AGM of the Company and being eligible, offers herself for re-appointment. The brief profile of the Director is presented in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
In the opinion of the Board, the Independent Directors possess their requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 (the Act') as well as the Rules made thereunder and are independent of the management.
COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY & ITS MEETINGS
The Board had constituted various Committees as required under the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The provisions of Companies Act, 2013 read with Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Committee Meetings. The details of various committees constituted by the Board are covered hereunder:
1 AUDIT COMMITTEE:
Audit Committee was constituted to monitor, oversee and provide effective supervision of the management's financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Committee adheres to the compliance with the applicable provisions under the Companies Act, 2013 and rules made thereunder. The Committee's policy is available on the website, at http://www.cadsystech.com/investor/
During the year under review, the Audit Committee had been reconstituted. Post such change, the composition members of the Committee are shown below.
Composition of Audit Committee:
Sl. No. Name of the Director/KMP
1 Appalacharyulu Chilakamarri
2 Sai Sridhar Sangineni
3 Nallani Chakravarthi Venkata Rangacharya
4 Vanamali Praneeth Kumar
Details of Audit Committee Meetings:
The Audit Committee met 4 times during the year under review on May 29, 2024, September 02, 2024, November 14, 2024 and March 12, 2025. The necessary quorum was present for all the meetings held during such year. The details of attendance of each Member at the Audit Committee meetings held during the year are as under:
SI. No. Name of the Director/KMP
Number-wise meeting attendance
No. of Board Meetings Attended
2. NOMINATION AND REMUNERATION COMMITTEE:
The Committee was constituted to screen and review individuals qualified to serve as executive directors, non- executive directors and independent directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for election at the General Meeting. The Committee also designs, benchmarks and continuously reviews the compensation program for the Board and senior management against the achievement of measurable performance goals. The Committee adheres to the compliance with the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder. The committee also regularly reviews from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration.
During the year under review, the Nomination and Remuneration Committee had been reconstituted. Post such change, the composition members of the Committee are shown below.
Composition of Nomination and Remuneration Committee:
1 Sai Sridhar Sangineni
2 Appalacharyulu Chilakamarri
Details of Nomination and Remuneration Committee Meetings:
The Nomination and Remuneration Committee met 4 times during the year under review on May 29, 2024, September 02, 2024, November 14, 2024 and March 12, 2025. The necessary quorum was present for all the meetings. The details of attendance of each Member at the Nomination & Remuneration Committee meetings held during the year are as under:
3. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee was constituted to review matters related to grievances of Shareholders and Investors. The committee primarily focuses on review of investor complaints, its redressal and queries received from investors i.e., transfer of Shares, issue of Duplicate Share Certificates, non-receipt of Annual Reports, Dematerialization/ Re-materialization etc. and reviews the reports presented by the Share Transfer Agents of the Company. The Committee adheres to the compliance with the applicable provisions of Companies Act, 2013 and rules made thereunder.
Composition of the Stakeholder's Relationship Committee:
1 Madhavi Chilakamarri
BOARD MEETINGS:
The provisions of Companies Act, 2013 read with Secretarial Standards Issued by the Institute of Company Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while conducting Board Meetings. The details of the Board Meetings are covered hereunder:
Details of Board Meetings:
During the FY 2024-25, the Board of Directors met 4 times dated May 29, 2024, September 2, 2024, November 14, 2024 and March 12, 2025.
SI. No. Name of the Director
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company follows a policy of maintaining an appropriate balance of Executive, Non-Executive, and Independent Directors to ensure the independence of the Board and to clearly demarcate the roles of governance and management. As on March 31, 2025, the composition of the Board and its Committees, along with other relevant details, are provided in this Annual Report.
The Company's policy on the appointment and remuneration of directors, including the criteria for determining their qualifications, positive attributes, and independence, as required under Section 178(3) of the Companies Act, 2013, is available on the Company's website at http://www.cadsystech.com/investor/ .
We confirm that the remuneration paid to the directors is in accordance with the terms of the Nomination and Remuneration Policy of the Company.
PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors has conducted the annual evaluation of its own performance, the performance of its Committees and that of individual Directors in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.
The evaluation of the Board and its Committees was carried out by the Board after seeking inputs from all Directors and Committee members, based on criteria such as composition and structure, effectiveness of processes, availability and quality of information and overall functioning.
The performance of individual Directors was reviewed by the Board and the Nomination and Remuneration Committee, based on parameters including their active participation, contribution and engagement at Board and Committee meetings.
A separate meeting of the Independent Directors was also held, where they reviewed the performance of Non- Independent Directors, the Board as a whole, and the Chairperson, taking into account the views of Executive and Non-executive Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) . For the preparation of the annual financial statements for the year ended March 31, 2025, the applicable
accounting standards have been adopted and followed;
(ii) . The applicable accounting policies are applied consistently to make judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs and profits of the company as at the end of the financial year under review;
(iii) . Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) . The Directors have prepared the annual accounts on a "going concern basis";
(v) . Proper internal financial controls were in place and followed by the Company and that such internal financial
controls are adequate for effective operations; and
(vi) . Proper systems are devised by the Company to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
A. Conservation of energy:
(i) the steps taken or impact on conservation of energy
Efforts are made towards minimizing wastage in all areas of operations of the Company.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment's
B. Technology absorption:
During the year under review there has been no transaction of technology absorption.
C. Foreign exchange earnings and outgo (Rs. in Lakhs):
Foreign Exchange Earnings
Foreign Exchange Outgo
CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES
As on March 31, 2025, your Company has the following subsidiaries, whose financial statements have been consolidated with that of the Company in accordance with the applicable provisions of the Companies Act, 2013 and relevant Accounting Standards. The consolidated financial statements present a comprehensive overview of the financial position and performance of the Company and its subsidiaries as a single economic entity.
SI. No. Name of the Company
1 Apex Engineers (India) Private Limited
2 Apex Advanced Technology LLC, USA
3 Cadsys Technologies LLC, USA
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of the subsidiary companies, in the prescribed Form AOC-1, forms part of this Board's Report and is annexed hereto as Annexure-I.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES
There have been no changes in the Company's subsidiary, joint venture, or associate company structure during the financial year.
RELATED PARTY TRANSACTIONS
The Company has adopted a policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, in compliance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy is available on the Company's website at: h ttp://www.cadsystec h.com/i nvesto r/.
All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis. Accordingly, these transactions are outside the purview of Section 188(1) of the Companies Act, 2013. However, in accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of such transactions are provided in the prescribed Form AOC-2, which forms part of this Report as Annexure-II.
The Audit Committee periodically reviews all Related Party Transactions to ensure their compliance with the applicable laws and the Company's internal policies. Wherever necessary, prior approval of the Audit Committee and/or the Board of Directors is obtained in respect of such transactions.
UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS
During the year under review, your Company had accepted unsecured loans from Directors in accordance with the applicable provisions of the Companies Act, 2013. However, the said loans were fully repaid within the same financial year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
DEPOSITS
The Company has not accepted any public deposits during the year, and accordingly, there were no outstanding amounts of principal or interest on such deposits as on March 31, 2025.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure-III. Further, the Company has no employee drawing remuneration exceeding the limits prescribed under Section 197(12) of Companies Act, 2013 read with Sub-Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RISK MANAGEMENT
Risk management involves the identification, assessment, and prioritization of risks, followed by coordinated measures to minimize, monitor, and control the likelihood or impact of adverse events, or to enhance the realization of potential opportunities. The Company has established a comprehensive risk assessment and mitigation framework, which is periodically reviewed by the Audit Committee and approved by the Board of Directors.
VIGIL MECHANISM
The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report. The Whistleblower policy is available on the website of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
The Company is listed under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, i.e., on SME Platform of National Stock Exchange of India Limited - NSE EMERGE. As such, according to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material events or commitments, apart from those disclosed in this Report, have taken place after the end of the financial year that would have a bearing on the Company's financial position.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to fostering a safe, respectful, and inclusive work environment that is free from sexual harassment and any form of gender-based discrimination. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a comprehensive policy on the prevention of sexual harassment at the workplace. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the requirements of the Act to provide an effective mechanism for addressing complaints related to sexual harassment.
The Company has complied with all provisions relating to the constitution and functioning of the ICC. During the financial year 2024-25, no complaints pertaining to sexual harassment were received by the Company.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT 1961:
The Company had, during the year, complied with the provisions of the Maternity Benefit Act, 1961.
OTHER DISCLOSURES PURSUANT TO THE COMPANIES (ACCOUNTS) AMENDMENT RULES, 2021:
Ministry of Corporate Affairs vide its notification dated March 24, 2021 has come up with the Companies (Accounts) Amendment Rules, 2021 mandating the Companies to disclose the following details under rule 8, in sub-rule (5) of The Companies (Accounts) Rules, 2014 w.e.f 01st April, 2021. Details pursuant to said amendment are as follows:
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.
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.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
ORDERS, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS
There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
Based on the internal financial control framework and compliance systems established by the Company, along with the reviews carried out by the Management, Internal Auditors, Statutory Auditors, Secretarial Auditors and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively with reference to the financial statements for the financial year 2024-25.
The Company has implemented internal financial controls commensurate with the size and nature of its operations. These controls ensure the orderly and efficient conduct of business, adherence to policies, safeguarding of assets, prevention and detection of frauds and errors and accuracy of financial records and reporting. Further details regarding internal financial controls are provided in the Management Discussion and Analysis Report and in the Independent Auditor's Report, forming part of this Annual Report.
AUDITORS
Statutory auditors:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company at its 28th Annual General Meeting (AGM), had appointed M/s. Darapaneni & Co., Chartered Accountants (Firm registration No. 000685S), Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of said AGM until the conclusion of the 33rd Annual General Meeting to be held in the year 2025.
In accordance with the provisions of the Act, M/s. Darapaneni & Co. shall retire at the conclusion of the 33rd AGM. The Board of Directors, based on the recommendation of the Audit Committee, proposes the appointment of M/s. Narven Associates, Chartered Accountants (Firm Registration No. 005905S), as the Statutory Auditors of the Company in place of the retiring auditors, for a term of five consecutive years from the conclusion of the 33rd AGM until the conclusion of the Annual General Meeting to be held for the financial year 2029-30.
Further, the remuneration of the Auditors shall be determined by the Board of Directors in consultation with the Auditors.
Explanation to Auditors' Remarks - The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended on March 31, 2025, are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.
Internal auditors:
M/s. J. Madhava & Co., Chartered Accountants, were re-appointed during the year under review to perform the duties of internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.
Secretarial auditors:
Pursuant to the provisions of Sections 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Atluri Ramesh & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended on March 31, 2025. The Secretarial Auditor's Report for the year ended March 31, 2025 forms part of this report as Annexure-IV.
Cost auditors:
The provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, is not applicable to the Company. Hence, the Company has neither maintained any cost records nor appointed any Cost Auditor.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report, which forms part of this Integrated Annual Report.
ACKNOWLEDGEMENTS
Your directors wish to place on record their gratitude to members for the confidence reposed by them and thank all the members, customers, Bankers, Registrar to the Company, dealers, suppliers and other business associates for their contribution to your Company's growth. Your directors also wish to place on record their appreciation for the contribution made by the employees at all levels without whom the growth of the Company is unattainable. Your directors also thank the Central/State Government, for their support. Your directors seek and look forward for the same support in future.
For and on behalf of Board of Directors
Cadsys (India) Limited
Sd/-
N.C.V. Rangacharya
Managing Director DIN* 01067596
LsllM. U1UU/OwO
Date: May 30, 2025
Place: Hyderabad
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