The Directors present this Integrated Annual Report of CES Limited (“the Company” or
“CES”) along with the audited financial statements for the financial year ended March 31,
2025. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

1. Financial results.

The financial performance of the Company is presented below: -

2. Business performance of the company.

Standalone: Our revenue for financial year 2024-25 is Rs. 28,076.59 lakhs and our profit after
tax (PAT) Rs. 938.78 lakhs (Profit/(Loss) for the period from continuing operations).

Consolidated: Our revenue for financial year 2023-24 is Rs. 52,212.11 lakhs and our
consolidated profit after tax (PAT) is Rs 2,952.16 lakhs (Profit/(Loss) for the period from
continuing operations).

3. Transfer to reserves.

During the end of the financial year 2024-2025 the Company has not transferred any amount
to reserves.

4. Dividend declaration.

The Company is at expansion mode; therefore, Board is of Opinion that there is no need to
declare dividends for the financial year ended 31^st March, 2025.

5. Change in nature of business

During the year under review, there has been no change in the nature of
business of the Company.

6. Material Changes and Commitments Affecting Financial Position After the End
of the Financial Year

Subsequent to the end of the financial year, the equity shares of the Company were voluntarily
delisted from the stock exchange (BSE Limited) in accordance with the SEBI (Delisting of
Equity Shares) Regulations, 2021. Trading in the equity shares was discontinued with effect
from September 01, 2025, and the shares were removed from the records of the exchange with
effect from September 08, 2025.

An exit option has been provided by the promoters to the remaining public shareholders at a
price of ?92.36 per equity share, which will remain open for a period of one year from the date
of delisting. This delisting marks a significant development in the Company's capital market
status but does not affect its ongoing business operations.

7. Quality initiatives.

The Company continues to strengthen its commitment to the highest levels of quality, superior
customer experience, best-in-class service management, robust information security and
privacy practices and mature business continuity management.

8. Subsidiary companies.

On March 31, 2025, the Company has 4 subsidiaries and there has been no material change in
the nature of the business of the subsidiaries. There are no associates or joint venture companies
within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).'

The names of the subsidiaries are as follows: -

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient
features of financial statements of the Company’s subsidiaries in Form No. AOC-1 is attached
to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the
Company, consolidated financial statements along with relevant documents and separate
audited financial statements in respect of subsidiaries, are available on the Company’s website
at https://cesltd.com/investors/.

9. Directors’ responsibility statement.

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

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

ii. 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;

iii. 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;

iv. They have prepared the annual accounts on a going concern basis;

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

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during FY 2025.

10. Directors and Key Managerial Personnel.

As on March 31, 2025, the Company has seven Directors with an optimum combination of
Executive and Non-Executive Directors including one women director and one alternate
director.

Pursuant to the provisions of Section 203 of the Act, Mr. Mohana Rao Kancharla, Whole time
Director, Mr. Srinivas Raju Kucherlapati, Chief Financial Officer and Mr. Suraj Kumar Garg,
Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2025.

Changes made in the Board during FY 2024-25

The Company had received the declaration of independence from the Independent Director
during the financial year under review.

11. Number of meetings of the Board.

Eight meetings of the Board were held during the year. For details of meetings of the Board,
please refer to the Corporate Governance Report, which is a part of this report.

12. Board evaluation.

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
Independent Directors, performance of Non-Independent directors, the Board as a whole was
evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual director to
the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of independent directors was
done by the entire Board, excluding the independent director being evaluated.

13. Policy on directors’ appointment and remuneration and other details.

The Company’s policy on appointment of directors is available on the Company’s website at
https://cesltd.com/investors/.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been
disclosed in the Corporate Governance Report, which is a part of this report and is also
available on the Company’s website at https://cesltd.com/investors/.

14. Corporate Social Responsibility (CSR).

CES CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in Corporate Social Responsibility
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014, which is a part of this report. This Policy is available on the Company’s website
at https://cesltd.com/investors/.

For other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report.

15. Internal financial control systems and their adequacy.

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which is a part of this report.

16. Audit committee.

The details pertaining to the composition of the Audit Committee are included in the Corporate
Governance Report, which is a part of this report.

17. Statutory Auditors.

M/s. M/s. N G Rao & Associates, Chartered Accounts, (Firm Registration No. 009399S) were
appointed as the statutory auditors of the Company in the previous annual general meeting held
on 30^th September, 2024 for a period of 5 years to conduct the Statutory Audit from Financial
Year 2024-2025 to Financial year 2028-2029. Being eligible, they shall continue as the
statutory auditors of the Company.

18. Auditor’s report and Secretarial audit report.

The statutory auditor’s report and the secretarial auditor’s report do not contain any
qualifications, reservations, or adverse remarks or disclaimer.

The statutory audit report and the Secretarial audit report of the Company and its material
subsidiaries being CES Information Technologies Private Limited and CES Global IT
Solutions Private Limited forms part of this report.

19. Risk management.

Company has a robust Business Risk Management framework to identify, evaluate business
risks and opportunities.

20. Vigil Mechanism.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism
for directors and employees in conformation with Section 177(9) of the Act and Regulation 22
of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is
available on the Company’s website at https://cesltd.com/investors/.

21. Particulars of loans, guarantees and investments.

The particulars of loans, guarantees and investments as per Section 186 of the Act by the
Company, have been disclosed in the financial statements.

22. Transactions with related parties.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of
the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence does not form
part of this report.

23. Annual Return.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company’s website at https://cesltd.com/investors/.

24. Particulars of employees.

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of
the Company and percentage increase in remuneration of each Director, Chief Executive
Officer, Chief Financial Officer and Company Secretary in the financial year:

The percentage increase in the median remuneration of employees in the financial year is 10%
percent.

The number of permanent employees on the rolls of Company are 906 . (Male - 749, Female -
157)

The average annual increase in remuneration for the employees was 12% percent.

Increase in the managerial remuneration for Wholetime Director is mentioned above.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

As required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, were hereby report
that there no employees who received remuneration in excess of the limits prescribed which
are presented below: -

(i) if employed throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than one crore and two lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees
per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration
in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the managing director or whole-time director or manager and holds
by himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company.

25. Disclosure requirements.

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’
Certificate thereon, and the integrated Management Discussion and Analysis, form part of the
Director’s Report.

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

26. Deposits from public.

The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the balance
sheet.

27. Conservation of energy, technology absorption, foreign exchange earnings and
outgo

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve
power. Significant steps taken in this regard include the following:-

• Turning off monitors during weekends.

• Hibernation of Desktops & notebook computers when not in use.

• Turning off lights in all floors when not working.

• Turning off the Air Conditioners during non-peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

• As you would appreciate, technology is witnessing rapid change. Since our customers
expect us to lead them through such change, we proactively & continuously invest in
developing technology building blocks and solution frameworks which add value to our
customers' business. Company uses a multi-pronged strategy for developing technology
assets and to promote innovation. These technology initiatives are driven by each business
unit based on the trends they see in their respective markets. These efforts help us in two
ways (i) gain our customers' trust & confidence; and (ii) attract & retain key talent who
see the Company as a more exciting place to work in.

(ii) Research and Development (R&D):

Your company carries out various research and development initiatives to address
different market segment.

(c) Foreign Exchange earnings and outgo:

28. Internal Auditors.

Pursuant to provisions of section of 138 of Companies Act 2013 and Companies (Accounts)
Rules, 2014, Board of Directors appointed M/s P R VARMA & Co Chartered Accountants
(Firm Registration No. 021498S) as Internal Auditors of the Company

29. Explanation or comments by the BOD on every qualification, Reservation or
adverse remark or disclaimer made by the auditors in audit report.

Pursuant to section 134(3) (f) (i) there are no qualification, reservation or adverse remark or
disclaimer made by the Auditors in Audit report.

30. Material changes & commitments affecting financial position of the company,
occurring after balance sheet date.

As per the requirement of Section 134 (3) (l) of the Companies Act, 2013, we hereby intimate
that your Company has no significant material changes and commitments affecting financial
position of the company between 31st March 2025 and the date of Board’s Report.

31. Auditors in audit report.

Pursuant to section 134(3) (f) (i) there are no qualification, reservation or adverse remark or
disclaimer made by the Auditors in Audit report.

32. Disclosures under sexual harassment of women at workplace (prevention,
prohibition & redressal) Act, 2013.

In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of
complaints related to sexual harassment of women at the workplace. All women employees
permanent, temporary or contractual are covered under the above policy. An Internal Complaint
Committee (ICC) has been set up in compliance with the said Act. To build awareness in this
area, the Company has been conducting awareness sessions during induction. During the year
under review, no complaints pertaining to sexual harassment of women employees were
reported.

33. Maternity Benefit Act, 1961 - Compliance Disclosure (Rule 8(5)(xiii))

In accordance with the requirements under Rule 8(5)(xiii) of the Companies (Accounts) Rules,
2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the
Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit
Act, 1961, as applicable.

The Company ensures that all eligible women employees are provided with the statutory
maternity benefits, including paid maternity leave, nursing breaks, and, where applicable,
access to creche facilities, in line with the provisions of the Act.

Necessary internal policies and systems are in place to safeguard the rights and well-being of
women employees during and after maternity, and to ensure that no discrimination is made on
the basis of maternity status.

34. Acknowledgements.

The Directors thank the Company’s employees, customers, vendors, investors and academic
partners for their continuous support. The Directors also thank the Government of India,
Governments of various states in India, Governments of various countries and concerned
Government departments and agencies for their co-operation. The Directors appreciate and
value the contribution made by every member of the CES family

For and on behalf of the Board of Directors of
M/s. CES Limited

Date : 06-09-2025 Mohana Rao Kancharla Rama Krishna Sabbineni

Place : Hyderabad DIN: 00004288 DIN: 01825682

Whole- Time Director Director