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Cadsys (India) Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

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
Particulars	For the financial year 2024-25	For the financial year 2023-24	For the financial year 2024-25	For the financial year 2023-24
Total Revenue	1,993.79	2,763.66	10,244.63	21,742.14
Total Expenses	1,883.24	2,515.99	14,213.84	20,329.01
Finance Cost	87.11	91.34	696.08	765.72
Depreciation	55.14	58.30	397.22	598.35
Exceptional Items	-	(28.65)	2,851.03	(28.65)
Profit before Tax	110.55	276.32	(6,820.25)	1,441.78
Tax Expense	56.56	52.37	48.21	54.72
Profit after Tax	53.99	223.95	(3,705.20)	805.22
Earnings per share (Basic & Diluted)	0.54	2.98	(37.04)	10.73

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 Companyâs 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 Companyâs 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	Designation	DIN/PAN
1	Nallani Chakravarthi Venkata Rangacharya	Managing Director	01067596
2	Nallani Chakravarthi Padmaja	Whole-time Director and Chief Finance Officer	01173673
3	Madhavi Chilakamarri	Non-executive Director	01067690
4	Sripadarajan Nagarajan	Executive Director	05262644
5	Sai Sridhar Sangineni	Independent & Non-executive Director	03274134
6	Appalacharyulu Chilakamarri	Independent & Non-executive Director	01601712
7	Vanamali Praneeth Kumar	Company Secretary and Compliance Officer	CEKPP8487C

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

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6), Code for
independent directors of the Companies Act, 2013 and of the Listing Regulations.

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 (âthe 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	Designation in the Committee
1	Appalacharyulu Chilakamarri	Chairman
2	Sai Sridhar Sangineni	Member
3	Nallani Chakravarthi Venkata Rangacharya	Member
4	Vanamali Praneeth Kumar	Secretary

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
SI. No.	Name of the Director/KMP	1	2	3	4	No. of Board Meetings Attended
1	Appalacharyulu Chilakamarri	V	V	V	V	4
2	Sai Sridhar Sangineni	V	V	V	X	3
3	Nallani Chakravarthi Venkata Rangacharya	V	V	V	V	4
4	Vanamali Praneeth Kumar	V	V	V	X	3

2. NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted to screen and review individuals qualified to serve as executive directors, nonÂ¬
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:

Sl. No.	Name of the Director/KMP	Designation in the Committee
1	Sai Sridhar Sangineni	Chairman
2	Appalacharyulu Chilakamarri	Member
3	Madhavi Chilakamarri	Member
4	Vanamali Praneeth Kumar	Secretary

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:

SI. No.	Name of the Director/KMP	Number-wise meeting attendance				No. of Board Meetings Attended
SI. No.	Name of the Director/KMP	1	2	3	4	No. of Board Meetings Attended
1	Sai Sridhar Sangineni	V	V	V	X	3
2	Appalacharyulu Chilakamarri	V	V	V	V	4
3	Madhavi Chilakamarri	V	V	X	V	3
4	Vanamali Praneeth Kumar	V	V	V	X	3

3. STAKEHOLDERâS 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 Stakeholderâs Relationship Committee:

Sl. No.	Name of the Director/KMP	Designation in the Committee
1	Madhavi Chilakamarri	Chairperson
2	Nallani Chakravarthi Padmaja	Member
3	Nallani Chakravarthi Venkata Rangacharya	Member

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	Number-wise meeting attendance				No. of Board Meetings Attended
SI. No.	Name of the Director	1	2	3	4	No. of Board Meetings Attended
1	Nallani Chakravarthi Venkata Rangacharya	V	V	V	V	4
2	Nallani Chakravarthi Padmaja	V	V	V	V	4
3	Madhavi Chilakamarri	V	V	X	V	3
4	Sripadarajan Nagarajan	V	V	V	V	4
5	Sai Sridhar Sangineni	V	V	V	X	3
6	Appalacharyulu Chilakamarri	V	V	V	V	4

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 DIRECTORSâ 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 Companyâs 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 NonÂ¬
Independent Directors, the Board as a whole, and the Chairperson, taking into account the views of Executive and
Non-executive Directors.

DIRECTORSâ 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 âgoing concern basisâ;

(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	No additional investment was made for reduction in consumption of energy.

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):

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	981.78	2,504.23
Foreign Exchange Outgo	Nil	0.07

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	% of Holding
1	Apex Engineers (India) Private Limited	80%
2	Apex Advanced Technology LLC, USA	52%
3	Cadsys Technologies LLC, USA	96.87%

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 01^st 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.	During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
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 year under review, there has been no one-time settlement of loans taken from the banks and Financial Institutions.

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 28^th 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 33^rd 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 33^rd 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 33^rd 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/- ^Sd/-

Nallani Chakravarthi Padmaja

^Date: IVlay ³Â°, ²⁰²⁵ '' '' '' _ ⁿ9^{ac arya} Whole-time Director cum Chief

Race: Hyderabad Finance Offcer

^D|N: 01067596 DIN: 01173673

Mar 31, 2024

Your Directors are pleased to present the 32nd Annual Report of your Company on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31st March 2024, the Board''s Report and the Auditor''s Report thereon. The summary of financial performance of the Company and its Subsidiaries for the year under review is given hereunder:

DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

FINANCIAL HIGHLIGHTS

(in lakhs W)
	Standalone		Consolidated
Particulars	For the financial year 2023-24	For the financial year 2022-23	For the financial year 2023-24	For the financial year 2022-23
Total Revenue	2,763.66	2,181.93	21,742.14	17,893.84
Total Expenses	2,515.99	2,036.00	20,329.01	17,107.76
Finance Cost	91.34	84.38	765.72	338.10
Depreciation	58.30	69.81	598.35	467.19
Exceptional Items	(28.65)	-	(28.65)	-
Profit before Tax	276.32	145.93	1,441.78	786.08
Tax Expense	52.37	33.43	54.72	38.91
Profit after Tax	223.95	112.50	805.22	468.80
Earnings per share (Basic &Diluted)	2.98	1.50	10.73	6.25

FINANCIAL PERFORMANCE

During the year under review, the performance of the Company has improved multifold times and both on the Standalone and consolidated basis. On Standalone front - the revenue for the year was Rs. 2,763.66 lacs as against Rs. 2,181.93 lacs for the previous year. The PAT attributable to the members was Rs. 223.95 lacs as against Rs. 112.50 lacs for the previous year.

Your Directors are continuously making effort for the future growth and expansion of the Company by exploring all possible avenues in the market both in India and abroad.

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. 2,618.24 lacs as against Rs. 2,017.82 lacs in previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

For the financial year ended on 31st March, 2024, the Company has not transferred any amount to Reserves.

DIVIDEND

With a view to conserve the resources in long run, your Board of Directors has not recommended any dividend for the financial year ended 31st March, 2024.

TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends along with underlying equity shares which remained unpaid or unclaimed for a period of seven years are supposed to be transferred to IEPF. Presently, there is no amount which is required to be transferred to IEPF by the Company. 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, there has been no change in the Share Capital of the Company. Your Company has one class of share, i.e., Equity Shares of face value g.10/- each. The Authorized Share Capital of your Company is Rs. 1,200 lacs comprising of 120 lacs Equity Shares of g. 10/- each. The issued, subscribed and the Paid-up Share Capital of your Company as on 31st March, 2024 is g 750.25 lacs.

EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://www.cadsystech.com/investor/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board represents an optimum blend of professionalism, knowledge and experience. The Company''s policy is to maintain optimum combination of Executive, Non-Executive Directors and Independent Directors.

Following were the Directors and Key Managerial Personnel of the Company as on 31st March, 2024:
S. No.	Name of the Directors	Designation	din/pan
1.	Nallani Chakravarthi Venkata Rangacharya	Managing Director	01067596
2.	Nallani Chakravarthi Padmaja	Whole-Time Director and Chief Finance Officer	01173673
3.	Madhavi Chilakamarri	Non-Executive Director	01067690
4.	Sripadarajan Nagarajan	Executive Director	05262644
5.	Sai Sridhar Sangineni	Independent & Non-Executive Director	03274134
6.	Appala Charyulu Chilakamarri	Independent & Non-Executive Director	01601712
7.	Babladi ShailajaA	Company Secretary and Compliance Officer	ARXPB4192L
8.	Vanamali Praneeth KumarAA	Company Secretary and Compliance Officer	CEKPP8487C
ACeased w.e.f April 01, 2024
^Appointed w.e.f April 01, 2024

Changes during the Financial Year ended 31st March, 2024:

i. Cessation and Appointment of Director/KMP:

During the year under review, Babladi Shailaja, Company Secretary and Compliance officer had resigned effective from April 01st, 2024 and in her place Vanamali Praneeth Kumar was appointed as Company Secretary and Compliance officer, all the necessary filings were made with the statutory authorities in this regard. Except this, there was no change in the composition of Board of Directors.

ii. Cessation and Appointment of Director/KMP:

In accordance with the provisions of the Companies Act, 2013, Mr. Sripadarajan Nagarajan, Director of the company retires by rotation at the ensuing AGM of the Company and being eligible, offers himself 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

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.

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 ensure 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 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	Designation in the Committee
1	Appala Charyulu Chilakamarri	Chairman
2	Sai Sridhar Sangineni	Member
3	Nallani Chakravarthi Venkata Rangacharya	Member
4	Babladi ShailajaA	Secretary
5	Vanamali Praneeth KumarAA	Secretary
ACeased w.e.f April 01, 2024
AAAppointed w.e.f April 01, 2024

Details of Audit Committee Meetings:

The Audit Committee met 7 times during the year under review on May 08th, 2023, May 29th, 2023, August 16th, 2023, September 30th 2023, November 14th, 2023, March 13th, 2024 and March 29th, 2024. 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:

ii. 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:
Sl. No.	Name of the Director/KMP	Designation in the Committee
1	Sai Sridhar Sangineni	Chairman
2	Appala Charyulu Chilakamarri	Member
3	Sripadarajan NagarajanA	Member
4	Madhavi ChilakamarriAA	Member
5	Babladi ShailajaAAA	Secretary
6	Vanamali Praneeth KumarAAAA	Secretary

ACeased w.e.f September 30, 2023 ^Appointed w.e.f September 30, 2023 MACeased w.e.f April 01, 2024 AAAAAppointed w.e.f April 01, 2024

Details of Nomination and Remuneration Committee Meetings:

The Nomination and Remuneration Committee met 6 times during the year under review on May 08th, 2023, May 29th, 2023, August 16th, 2023, September 30th, 2023, March 13th, 2024 and March 29th, 2024. 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:

iii. 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/ Rematerialization 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:
S. No.	Name of the Director/KMP	Designation in the Committee
1	Madhavi Chilakamarri	Chairperson
2	Nallani Chakravarthi Padmaja	Member
3	Nallani Chakravarthi Venkata Rangacharya	Member

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 2023-24, the Board of Directors met 7 times dated May 08, 2023, May 29, 2023, August 16, 2023, September 30, 2023, November 14th 2023, March 13, 2024 and March 29, 2024.

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 current policy is to have an appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the details of Board and committee composition, and other details are available in this Annual Report. The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://www.cadsystech.com/investor/

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD

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 Companies Act, 2013 and rules made thereunder.

The performance of the Board and the committees was evaluated by the Board, after seeking inputs from all the Directors and the members of the Committees, on the basis of the criteria such as the composition and structure, effectiveness of Board and Committee processes, information and functioning, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, performance of the Board as a whole taking into account the views of Executive Directors and Non-Executive Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:

â¢ For the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been adopted and followed;

â¢ 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;

â¢ 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;

â¢ The Directors have prepared the annual accounts on a "going concern basis";

â¢ Proper internal financial controls were in place and followed by the Company and that such internal financial controls are adequate for effective operations; and

â¢ 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
(ii)		all areas of operations of the Company.
(ii)	the steps taken by the company for utilizing alternate sources of energy	all areas of operations of the Company.
(iii)	the capital investment on energy conservation equipment''s	No additional investment was made for reduction in consumption of energy.

B. Technology absorption: :

During the year under review there has been no transaction of technology absorption.

C. Foreign Exchange earnings and outgo (9. in Lacs):

Particulars	Financial Year 2023-24	Financial Year 2022-23
Foreign Exchange Earnings	2504.23	1,108.39
Foreign Exchange Outgo	0.07	7.41

CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES

During the year under review, the Board had taken note of change in equity percentage of Cadsys (India) Limited in Apex Advanced Technology LLC by virtue of purchase of additional equity units by FVLCRUM (AATF Holdings, LLC), Private Equity Fund. Post this change and as on 31st March, 2024, your Company has following subsidiaries:

Sl. No	Name of the Company	Percentage of Holding
1	Apex Engineers (India) Private Limited	80%
2	Apex Advanced Technology LLC, USA	52%
3	Cadsys Technologies LLC, USA	96.87%

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1 forms part of Board''s Report as ANNEXURE-I.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES

There are no other companies which have become or ceased to be its subsidiaries/joint venture/associate companies during the year.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as ANNEXURE-II.

All Related Party Transactions were placed before the Audit Committee before the Board for approval. The Board of Directors of the company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder. Policy for Related Party Transactions has been uploaded on the website of the company. The web address of the same is http://www.cadsvstech.com/investor/.

UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS

During the year under review, the Company has not accepted any unsecured loans from Directors/Relatives of Directors pursuant to provisions of Companies Act, 2013.

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 and as such no amount on account of principal or interest on public Deposits was outstanding as on 31stMarch, 2024.

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 is the process of identification, assessment, and prioritization, of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and minimization procedure which is reviewed by the Audit Committee and approved by Board.

VIGIL MECHANISM

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 FINANCIALPOSITION OF THE COMPANY

Except as disclosed elsewhere in this report, there have been no other material changes and commitments, which can affect the financial position of the Company, occurred between the end of the financial year of the Company and date of this report.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of woman employees and Company has in place a POSH policy as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A copy of the policy can also be accessed at the Company''s registered office address.

Your Company has constituted Internal Complaints Committee as required under the said Act to oversee the complaints received, if any, and redress the same. Your Directors further state that during the year under review, there were no cases filed pursuant to said Act. Also, Company frequently conducts workshops/ programmes for all the employees/ staff briefing them about the Act and the rights of women employees at the workplace.

OTHER DISCLOSURES PURSUANT TO THE COMPANIES (ACCOUNTS) AMENDMENT RULES, 2021:

Ministry of Corporate Affairs vide its notification dated 24th March, 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.	During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
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 year under review, there has been no one time settlement of loans taken from the banks and Financial Institutions.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section135(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

During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunals, which could adversely impact the going concern status of the Company and its operations in the future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for the efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company is commensurate with the size, scale and complexity of business operations of the Company. Further, the internal financial controls concerning the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audit and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and maintaining assets accountability.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company in its 28th Annual General Meeting (AGM) had appointed M/s Darapaneni & Co., Chartered Accountants (Firm registration No. 000685S), Chartered Accountants, as Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of that Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2025.

Further the remuneration of the Auditors shall be fixed by the Board of Directors of the Company in consultation with the Auditors.

INTERNAL AUDITORS:

M/s J. Madhava Rao & Co Chartered Accountants, were 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 31st March 2024. The Secretarial Auditor''s Report for the year ended 31st March 2024 forms part of this report as "ANNEXURE-IV".

COST AUDITORS:

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company.

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.

Mar 31, 2023

The Directors are pleased to present the 31^st Annual Report of your Company on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March 2023, the Board''s Report and the Auditor''s Report thereon. The summary of financial performance of the Company and its Subsidiaries for the year under review is given hereunder:

DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars	Standalone		Consolidated
Particulars	For the financial year 2022-23	For the financial year 2021-22	For the financial year 2022-23	For the financial year 2021-22
Total Revenue	2181.93	1,518.78	17,893.84	6,806.67
Total Expenses	2036.00	1,459.70	17,107.76	7,535.31
Finance Cost	84.38	49.76	338.10	156.02
Depreciation	69.81	42.40	467.19	326.37
Exceptional Items	-	-	-	(293.50)
Profit before Tax	145.93	59.08	786.08	(435.14)
Tax Expense	33.43	25.72	38.91	64.77
Profit after Tax	112.50	33.36	468.80	(455.05)
Earnings per share (Basic &Diluted)	1.50	0.44	6.25	(6.07)

FINANCIAL PERFORMANCE

During the year under review, the performance of the Company has improved multifold times and both on the Standalone and consolidated basis. On Standalone front - the revenue for the year was Rs. 2181.93 lacs as against Rs. 1,518.78 lacs for the previous year. The PAT attributable to the members was Rs. 112.50 lacs as against Rs. 33.36 lacs for the previous year.

Your Directors are continuously making effort for the future growth and expansion of the Company by exploring all possible avenues in the market both in India and abroad.

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. 2017.82 lacs as against Rs. 1,459.85 lacs in previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on 31^st March, 2023, the Company has not transferred any amount to Reserves.

DIVIDEND

With a view to conserve the resources in long run, your Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2023.

TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounfing, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends along with underlying equity shares which remained unpaid or unclaimed for a period of seven years are supposed to be transferred to IEPF. Presently, there is no amount which is required to be transferred to IEPF by the Company. However, the details of unpaid and unclaimed dividend can be accessed on Company''s website i.e., https://www.cadsvstech.com/investor/.

SHARE CAPITAL

Pursuant to In-principle approvals granted by Nafional Stock Exchange of India Limited - NSE Emerge vide their respecfive letters dated 02^nd March, 2023 and approval of members at the Extra-Ordinary General Meefing of the Company held on 03^rd March, 2023, the Board of Directors at its Meefing held on 17^th March, 2023 has considered and approved the Allotment of 25,00,000 (Twenty Five Lakhs) converfible warrants on preferenfial basis ("Warrants") at a price of Rs. 50/- (Rupees Fifty Only) per Warrant ("Warrant Issue Price") each converfible into and exchangeable for 1 (One) fully paid-up Equity Share of the face value of Rs. 10/-(Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs. 40/- (Rupees Forty Only) within a period of 18 (Eighteen) months from the date of allotment of the Warrants, for an amount upto Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lakhs Only).

To accommodate the said conversion of warrants into equity shares of the Company, the Company has increased its authorized share capital from Rs. 850 lacs comprising of 85 lacs Equity Shares of Rs. 10/- each to Rs. 1200 lacs comprising of 120 lacs Equity Shares of Rs. 10/- each vide approval of members at the ExtraOrdinary General Meefing of the Company held on 03^rd March, 2023. The issued, subscribed and the Paid-up Share Capital of your Company as on 31^st March, 2023 is ^ 750.25 lacs.

EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://www.cadsystech.com/investor/.

EXTRACT OF ANNUAL RETURN

The Board represents an optimum mix of professionalism, knowledge and experience. The Company''s policy is to maintain optimum combinafion of Execufive, Non-Execufive Directors and Independent Directors.

Following were the Directors and Key Managerial Personnel of the Company as on 31^st March, 2023:

S. No.	Name of the Directors	Designation	DIN/PAN
1.	Nallani Chakravarthi Venkata Rangacharya	Managing Director	01067596
2.	Nallani Chakravarthi Padmaja	Whole-Time Director and Chief Finance Officer	01173673
3.	Madhavi Chilakamarri	Non-Executive Director	01067690
4.	Sripadarajan Nagarajan	Non-Executive Director	05262644
5.	Sai Sridhar Sangineni	Independent & Nonexecutive Director	03274134
6.	Appala Charyulu Chilakamarri	Independent & Nonexecutive Director	01601712
7.	Babladi Shailaja	Company Secretary and Compliance Officer	ARXPB4192L

Changes during the Financial Year ended 31^st March, 2023:

I. Cessation and Appointment of Director/KMP:

During the year under review, there was no Change in the Composition of Board of Directors.

I. Retire by Rotation:

In accordance with the provisions of the Companies Act, 2013, Mrs. Madhavi Chilakamarri, Director of the company retires by rotation at the ensuing AGM of the Company and being eligible, offers herself for reappointment. 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 there 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:

I. 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 policy is available on the website, at http://www.cadsvstech.com/investor/

During the year under review, there was no change in the Composition of the Audit Committee. As such, the Composition of the members of the Committee are shown below.

Composition of Audit Committee:

Sl. No.	Name of the Director/KMP	Designation in the Committee
1.	Appala Charyulu Chilakamarri	Chairman
2.	Sai Sridhar Sangineni	Member
3.	Nallani Chakravarthi Venkata Rangacharya	Member
4.	Babladi Shailaja	Secretary

Details of Audit Committee Meetings:

The Audit Committee met 5 times during the year under review on 30^th May, 2022, 07^th September, 2022, 12^thSeptember 2022, 14^th November, 2022 and 17^th March, 2023. 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:

S. No.	Name of the Director/KMP	Number wise meetings attendance					No. of Meetings Attended
S. No.	Name of the Director/KMP	1	2	3	4	5	No. of Meetings Attended
1.	Appala Charyulu Chilakamarri	S	S	S	S	S	5
2.	Sai Sridhar Sangineni	S	S	S	S	X	4
3.	Nallani Chakravarthi Venkata Rangacharya	S	S	S	S	S	5
4.	Babladi Shailaja	S	S	S	S	S	5

I. NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted to screen and review individuals qualified to serve as executive directors, non-execufive directors and independent directors, consistent with criteria approved by the Board, and to recommend, for approval by the Board, nominees for elecfion at the General Meefing. The Committee also designs, benchmarks and continuously reviews the compensafion program for the Board and senior management against the achievement of measurable performance goals. The Committee adheres to the compliance with the provisions of Secfion 178 of the Companies Act, 2013 and rules made thereunder. The committee also regularly reviews from time to time the policy for selecfion and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration.

During the year under review, there was no change in the Composifion of the Nominafion and Remuneration Committee. As such, the composifion members of the Committee are shown below.

Composition of Nomination and Remuneration Committee:

Sl. No.	Name of the Directors	Designation in the Committee
1.	Sai Sridhar Sangineni	Chairman
2.	Sripadarajan Nagarajan	Member
3.	Appala Charyulu Chilakamarri	Member
4.	Babladi Shailaja	Secretary

Details of Nomination and Remuneration Committee Meetings:

The Nomination and Remuneration Committee met 2 times during the year under review on 30^th May, 2022 and 07^th September, 2022. The necessary quorum was present for both the meetings. The details of attendance of each Member at the Nomination & Remuneration Committee meetings held during the year are as under:

S.No.	Name of the Director	Number wise meetings attendance		No. of Meetings Attended
S.No.	Name of the Director	1	2	No. of Meetings Attended
1.	Sai Sridhar Sangineni	S	S	2
2.	Sripadarajan Nagarajan	S	S	2
3.	Appala Charyulu Chilakamarri	S	S	2
4.	Babladi Shailaja	S	S	2

I. 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 redressa and queries received from investors i.e.., transfer of Shares, issue of Duplicate Share Certificates, non-receipl 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:

S. No.	Name of the Directors	Designation in the Committee
1.	Madhavi Chilakamarri	Chairperson
2.	Nallani Chakravarthi Padmaja	Member
3.	Nallani Chakravarthi Venkata Rangacharya	Member

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 2022-23, the Board of Directors met 06 times dated 30^th May, 2022, 07^th September, 2022, 12^thSeptember, 2022, 14^th November, 2022, 02^nd February, 2023 and 17^th March, 2023.

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 current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023. The details of Board and committee composition, and other details are available in the corporate information that forms part of this Integrated Annual Report. The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://www.cadsystech.com/investor/

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD

effectiveness of Board and Committee processes, information and functioning, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

(I) For the preparation of the annual financial statements for the year ended 31^st March, 2023, 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			No additional investment was made for reduction in consumption of energy.
B. Technology absorption: During the year under review there has been no transaction of technology absorption. C. Foreign Exchange earnings and outgo in Lacs):
Particulars			Financial Year 2022-23			Financial Year 2021-22
Foreign Exchange Earnings			1108.39			1,307.01
Foreign Exchange Outgo			7.41			5.27
CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES As on 31^st March, 2023 your Company has following subsidiaries:
Sl. No		Name of the Company			Percentage of Holding
1)		Apex Engineers (India) Private Limited			80%
2)		Apex Advanced Technology LLC, USA			63.50%
3)		Cadsys Technologies LLC, USA			96.87%

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE

There are no other companies which have become or ceased to be its subsidiaries/joint venture/associate companies during the year.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of subsection (3) of secti''on134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "ANNEXURE-II".

UNSECURED LOANS FROM DIRECTORS/ RELATIVES OF DIRECTORS

During the year under review, the Company has not accepted any unsecured loans from Directors/Relati''ves of Directors pursuant to provisions of Companies Act, 2013.

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 and as such no amount on account of principal or interest on public Deposits was outstanding as on 31^st March, 2023.

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 is the process of identification, assessment, and prioritization, of risk followed by coordinated efforts to minimize, monitor and miti''gate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and minimization procedure which is reviewed by the Audit Committee and approved by Board.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a vigil mechanism to address the instances of fraud and mismanagement, if any. The policy can also be accessed on the Company''s website, the web address for which is http://www.cadsvstech.com/investor/.

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 FINANCIALPOSITION OF THE COMPANY

IMPACT OF COVID-19 PANDEMIC:

Cadsys is continuing to monitor and gauge the situation of the pandemic from time to time. In addition, the Government relaxing the COVID norms, the company has adopted hybrid working mode - partly work from home, partly work from office. With the pandemic still not completely behind us, we continue to monitor the global situation and will continue to keep the best interests of our employees, customers and partners as the topmost priority.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

OTHER DISCLOSURES PURSUANT TO THE COMPANIES (ACCOUNTS) AMENDMENT RULES, 2021:

Ministry of Corporate Affairs vide its notification dated 24^th March, 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 01^st 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.

During the year under review, there were no

ations made or proceedings pending in the

name of the Company under the Insolvency and Bankruptcy Code, 2016.

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 there of.

During the year under review, there has been no one time settlement of loans taken from the banks and Financial Institutions.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Secti''on135(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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company in its 28^th Annual General Meeting (AGM) had appointed M/s Darapaneni & Co., Chartered Accountants (Firm registration No. 000685S), Chartered Accountants, as Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of that Annual General Meeting till the conclusion of the 33^rd Annual General Meeting to be held in the year 2025.

Further the remuneration of the Auditors shall be fixed by the Board of Directors of the Company in consultation with the Auditors.

INTERNAL AUDITORS:

M/s J. Madhava & Co., Chartered Accountants, were 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 31^stMarch 2023. The Secretarial Auditor''s Report for the year ended 31^st March 2023 forms part of this report as "ANNEXURE-IV".

COST AUDITORS:

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31^st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company.

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

Mar 31, 2018

Boardâs Report

To,

The Members,

Cadsys (India) Limited

Dear Members,

The Directors are pleased to present the 26th Annual Report of your Company on the business and operations of the company together with the Audited financial Statements for the financial year ended on March 31, 2018, and the Auditorsâ Report thereon. The Companyâs financial performance for the year under review are given hereunder:

DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014: FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	Standalone		Consolidated
Particulars	For the financial year ended 2017-18	For the financial year ended 2016-17	For the financial year ended 2017-18	For the financial year ended 2016-17
Total Revenue	3,280	2,833	4,554	4,363
Total Expenses	2,805	2,439	3,667	3,146
Finance Cost	161	128	193	157
Depreciation	115	247	377	317
Profit before Tax	475	394	887	1,216
Current Tax	151	181	168	(181)
Deferred Tax	(29)	(54)	(16)	61
Profit after Tax	353	268	739	1,094
Earnings per share (Basic & Diluted)	5.47	4.96	11.46	20.26

FINANCIAL PERFORMANCE

During the year under review, your Company has performed well and made a total standalone revenue from operations of C 3,280 lakhs as against C 2,833 lakhs in previous year. Profit after tax (PAT) has gone up by C 353 lakhs as against C 268 lakhs in previous year. Your Directors are continuously making effort for the future growth and expansion of the Company by exploring possible avenues in the market. 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 C 2,133 lakhs representing 65.03% of the total revenue of C 3,280 lakhs during the year under review.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2018, the Company has not transferred any amount to Reserves.

DIVIDEND

Your Board of Directors has recommended a Final Dividend for the Financial Year ended on March 31, 2018, at the rate of 10% (Ten per cent) i.e. C1.00 (Rupee One Only) per Equity Share having Face Value of C10/- (Rupees Ten Only) each, subject to approval of the Members at the ensuing 26th (Twenty Sixth) Annual General Meeting (AGM) of the Company.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on the Record Date.

TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends along with underlying equity shares which remained unpaid or unclaimed for a period of seven years are supposed to be transferred to IEPF. Presently, there being no amount which are required to be transferred to IEPF by the Company, as there is no unpaid/unclaimed dividend pending.

LISTING OF EQUITY SHARES ON THE SME PLATFORM OF NATIONAL STOCK EXCHANGE - NSE EMERGE:

During the year under review, your Company has listed its Equity shares on the SME platform of National Stock Exchange - NSE EMERGE and the listing approval from the NSE was received on October 03, 2017. The Scrip symbol of the Company is âCADSYSâ. The Equity shares of the Company were made available for trading w.e.f October 04, 2017. Your Company sincerely believes in consistent growth year by year and listing of equity shares is one such big accomplishment.

The Issue comprises of 21,00,000 Equity Shares of face value of C 10/- (Rupees Ten only) each including share premium of C 60/- (Rupees Sixty Only) per equity share, for cash at a price of C 70/- (Rupees Seventy Only) per equity share (âIssue Priceâ), aggregating up to C 1,470 Lakhs.

The Company intended to utilize the net proceeds of the Issue towards the following purposes:

- Repayment of Loan

- General Corporate Purposes

Sr. No.	Particulars	Details of Equity shares
1.	No. of Equity Shares before Issue	54,02,500
2.	No of Equity Shares after Issue	75,02,500

PRE AND POST ISSUE EQUITY SHARE SHARE CAPITAL

During the year under review, authorized share capital of the Company was increased from C365 lakhs to C 850 lakhs. Further, your Company has raised money(ies) from public through initial public offer (IPO) by listing its Equity shares on the SME platform of National Stock Exchange - NSE EMERGE. The Issue comprises of 21,00,000 Equity Shares of face value of C 10/- (Rupees Ten only) each including share premium of C 60/- (Rupees Sixty Only) per equity share, for cash at a price of C 70/- (Rupees Seventy Only) per equity share (âIssue Priceâ), aggregating up to C 1,470 Lakhs.

Accordingly, the paid-up Equity share capital of your Company as on March 31, 2018 was C 750.25 lakhs. Further, during the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9, pursuant to provisions of Sections 92 (3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014 forms part of this report as âAnnexure -Iâ.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board represents an optimum mix of professionalism, knowledge and experience. The Companyâs policy is to maintain optimum combination of Executive, Non-Executive Directors and Independent Directors.

Following were the Directors and Key Managerial Personnel of the Company as on March 31, 2018.

Sr. No	Name of the Directors	Designation	DIN/PAN
1.	Nallani Chakravarthi Padmaja	Whole-Time Director and Chief Finance Officer	01173673
2.	Nallani Chakravarthi Venkata Rangacharya	Managing Director	01231778
3.	Nallani Chakravarthi Madhavi	Non-Executive Director	01199595
4.	Sri Padarajan Nagarajan	Non-Executive Director	05262644
5.	Nandachary Mudumbi	Independent & Non -Executive Director	02714333
6.	Sai Sridhar Sangineni	Independent & Non-Executive Director	03274134
7.	Babladi Shailaja	Company Secretary and Compliance Officer	ARXPB4192L

Changes during the Financial Year ended March 31, 2018: I) Appointment of Director/KMP

During the year under review, your Company has appointed Mr. Nandachary Mudumbi & Mr. Sai Sridhar Sangineni as Independent Directors on the Board of the Company w.e.f April 01, 2017 pursuant to provisions of Section 149 (6) read with Schedule IV of the Companies Act, 2013 and rules made thereunder. The Company has also received declarations from the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

Your Company has appointed Mrs. Nallani Chakravarthi Padmaja as Chief Financial Officer (CFO) and Mrs. Babladi Shailaja as Company Secretary & Compliance Officer of the Company w.e.f July 03, 2017, pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder.

II) Resignation

During the year under review, Mr. Chandra Sekhar, ceased to be a Director from the Board of Directors of the Company w.e.f April 01, 2017. Board place on record the valuable services rendered by Mr. Chandra Sekhar during his tenure as a Director of the Company and express its deep sense of appreciation and gratitude for the same.

III) Retire by Rotation

COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY & ITS MEETINGS:

During the year under review, the Board has 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:

I) AUDIT COMMITTEE:

Audit Committee was constituted to monitor, oversee and provide effective supervision of the managementâs 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 policy is available on the website, at http://www.cadsystech.com/investor/.

Composition of Audit Committee:

Sr. No.	Name of the Directors	Designation in the Committee
1.	Nandachary Mudumbi	Chairman
2.	Nallani Chakravarthi Venkata Rangacharya	Member
3.	Sai Sridhar Sangineni	Member

Details of Audit Committee Meetings:

The Audit Committee met 05 times during the year under review on May 15, 2017, July 03, 2017, July 28, 2017, August 17, 2017 and January 22, 2018. 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:

Sr.	Name of the Directors	Number wise meetings attendance					No. of Meetings Attended
No	Name of the Directors	1	2	3	4	5	No. of Meetings Attended
1.	Nallani Chakravarthi Venkata Rangacharya	a	x	a	a	x	3
2.	Nandachary Mudumbi	a	a	a	a	a	5
3.	Sai Sridhar Sangineni	a	a	a	a	a	5

II) 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 review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration. The committee policy is available on our website, at http://www.cadsystech.com/investor/.

Composition of Nomination and Remuneration Committee:

Sr. No.	Name of the Directors	Designation in the Committee
1.	Sai Sridhar Sangineni	Chairman
2.	Nandachary Mudumbi	Member
3.	Sripadarajan Nagarajan	Member

Details of Nomination & Remuneration Committee Meetings:

The Nomination & Remuneration Committee met 02 times during the year under review on May 15, 2017 and July 03, 2017. The necessary quorum was present for both the meetings. The details of attendance of each Member at the Nomination & Remuneration Committee meetings held during the year are as under:

Sr.	Name of the Directors	Number wise meetings attendance		No. of Meetings
No.	Name of the Directors	1	2	Attended
1.	Sai Sridhar Sangineni	a	a	2
2.	Nandachary Mudumbi	a	a	2
3.	Sripadarajan Nagarajan	a	a	2

III) STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholder 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 also 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 Committee:

Sr. No.	Name of the Directors	Designation in the Committee
1.	Nallani Chakravarthi Madhavi	Chairperson
2.	Nallani Chakravarthi Padmaja	Member
3.	Nallani Chakravarthi Venkata Rangacharya	Member

Details of Stakeholdersâ Relationship Committee Meetings:

Stakeholdersâ Relationship Committee met 1 time during the year under review i.e., on January 22, 2018. The details of attendance of each member at the Stakeholdersâ Relationship Committee meeting held during the year are as under:

Sr.	Name of the Directors	Number wise meetings attendance	No. of Meetings Attended
No		1	No. of Meetings Attended
1.	Nallani Chakravarthi Madhavi	a	1
2.	Nallani Chakravarthi Padmaja	a	1
3.	Nallani Chakravarthi Venkata Rangacharya	x	0

IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Composition: The Corporate Social Responsibility Committee (CSR) of the Board of Directors meets the criteria laid down under Section 135 of the Companies Act, 2013 and Rules made therein. It consists of the following members:

Sr. No.	Name of the Directors	Designation in the Committee
1.	Nallani Chakravarthi Venkata Rangacharya	Chairman
2.	Nallani Chakravarthi Padmaja	Member
3.	Sai Sridhar Sangineni	Member

Details of CSR Meetings:

CSR Committee met 02 times during the year under review on May 15, 2017 and January 22, 2018. The details of attendance of each Member at the CSR meetings held during the year are as under:

Sr.	Name of the Directors	Number wise meetings attendance		No. of Meetings
No.	Name of the Directors	1	2	Attended
1.	Nallani Chakravarthi Venkata Rangacharya	a	x	1
2.	Nallani Chakravarthi Padmaja	a	a	2
3.	Sai Sridhar Sangineni	a	a	2

BOARD MEETINGS:

Board Meetings attendance of Directors during the Financial year 2017-18.

During the FY 2017-18, the Board of Directors met 10 times on April 01, 2017, April 30, 2017, May 15, 2017, July 03, 2017, July 24, 2017, July 29, 2017, August 17, 2017, September 12, 2017 September 29, 2017 and January 22, 2018.

Sr.

Name of the Directors

Number wise meetings attendance

No. of Board Meetings Attended

No.

Nallani Chakravarthi Venkata Rangacharya

Nallani Chakravarthi Padmaja

Nallani Chakravarthi Madhavi

Sripadarajan Nagarajan

Nandachary Mudumbi

Sai Sridhar Sangineni

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Board of Directors of the Company has framed a policy on the appointment and remuneration to Directors and senior management personnel. The objective of the policy is to formulate the criteria for determining qualifications, competencies, positive attributes and recommend to the Board policies relating to the remuneration of Directors, Key Managerial Personnel and Senior Management personnel. The details of remuneration paid during the Financial Year ended March 31, 2018 are mentioned under the Form No. MGT - 9 which is forming part of this Board''s Report.

PERFORMANCE EVALUATION OF THE BOARD:

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 Companies Act, 2013 and rules made thereunder.

The performance of the Board and the committees was evaluated by the Board, after seeking inputs from all the Directors and the members of the committees, on the basis of the criteria such as the composition and structure, effectiveness of board and committee processes, information and functioning, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings.

Separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, performance of the board as a whole taking into account the views of Executive Directors and Non-Executive Directors.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

i) For the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been adopted and followed;

ii) the applicable accounting policies are applied consistently to make judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and profit 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 âgoing concern basisâ;

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 equipmentâs	No additional investment was made for reduction in consumption of energy.

B. Technology absorption:

During the year under review there has been no transaction of technology absorption.

C. Foreign Exchange earnings and outgo:

Particulars	Financial Year	Financial Year
Particulars	2017-18	2016-17
Foreign Exchange Earnings (C In Lakhs)	C 2,133	C 2,414
Foreign Exchange Outgo (C In Lakhs)	C 10	C 19

CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES

As on March 31, 2018 your Company has following subsidiaries.

Sr. No.	Name of the Company	Percentage of Holding
1.	Apex Engineers (India) Private Limited	80%
2.	Apex Advanced Technology LLC, USA	100%
3.	Cadsys Technologies LLC, USA	97.56%

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary companies in Form No. AOC-1 forms part of Boardâs Report as âAnnexure - IIâ.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES

There are no other companies which have become or ceased to be its subsidiaries/joint venture/associate companies during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as âAnnexure III"

All related party transactions are placed before the Audit Committee before the Board for approval. The Board of Directors of the company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder. Policy for related party transactions has been uploaded on the website of the company. http://www. cadsystech.com/investor/.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has invested a sum of C 2,022 lakhs in following companies as at 31 March, 2018 for its business purpose. Apart from the investment, the Company did not give any Loans, or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on March 31, 2018.

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 âAnnexure IVâ. 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 is the process of identification, assessment, and prioritization, of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/ or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive risk assessments and minimization procedure which is reviewed by the audit committee and approved by Board.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a vigil mechanism to address the instances of fraud and mismanagement, if any. The policy can also be accessed on the Companyâs website. - http://www. cadsystech.com/investor/.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s 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 on SME Platform of National Stock Exchange of India Limited- NSE EMERGE under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Further, as per 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. 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

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year and the date of the Directors'' report.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of woman employees and Company has in place a policy as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your company has constituted Internal Complaints Committee as required under the said Act to oversee the complaints, if any. Your Directors further state that during the year under review, there were no cases filed pursuant to said Act. A copy of the policy can also be accessed on the Companyâs website http://www. cadsystech.com/investor/.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility

Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Companyâs website http://www.cadsystech.com/investor/. The Annual Report on Corporate Social Responsibility (CSR) activities of the Company forms part of this Report as "Annexure - V".

ORDERS, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there are no significant material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company. Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

AUDITORS Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Company in its 23rd Annual General Meeting (AGM) has appointed Narven & Associates, Peer reviewed Chartered Accountants (Firm registration No. 005905S), as statutory auditors of the Company, from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual general Meeting to be held in the year 2020 subject to ratification by members at every AGM held during such period. Accordingly, the Board of Directors of the Company recommends the ratification of appointment of M/s Narven & Associates, Chartered Accountants as Statutory Auditors of the Company. The Members are requested to approve the resolution No. 4 seeking ratification of appointment of auditors.

Internal Auditors:

M/s. A.V. Ratnam & Co. (M. No. 003028S), Chartered Accountants, were 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 RANJ & Associates, Company Secretaries, to undertake the Secretarial Audit of the company for the year ended on March 31, 2018. The Secretarial Auditorsâ Report for the year ended March 31, 2018 forms part of this report as "Annexure-VI".

Explanation to Secretarial Auditors Comment: Auditor''s Observation:

The Company has created the provision in the financial statement for the FY 2017-18 in respect of contribution towards Corporate Social Responsibility (CSR) activities carried out through its Mashtishk Support Group, Company''s Registered Trust.

Explanation:

The Board is committed towards its CSR activities and had created provision in Financial Statements for FY 2017-18 in respect of sum allocated towards the CSR contribution to the Mastishk support Group, a companyâs registered trust. Further, the CSR committee monitors the activities undertaken by the group on regular basis and endeavors to execute its CSR obligation

Cost Audit:

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, bankers, dealers, suppliers and other business associates for their contribution to your Companyâs 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/- sd/-

N.C Padmaja N.C.V. Rangacharya

Whole Time Director Managing Director

DIN: 01173673 DIN: 01231778

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