Directors Report of Canarys Automations Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 34^th Annual Report on the highlight of the business & operations
of the Company together with Audited Financial Statements of the Company for the financial year ended
on 31^st March 2025. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

1. FINANCIAL HIGHLIGHTS:

The standalone and consolidated financial statements for the financial year ended 31^st March, 2025, have
been prepared in accordance with the Accounting Standards (AS)as prescribed under the provisions
of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or
re-enactment thereof) (hereinafter referred to as "the Act") and the guidelines issued by Securities and
Exchange Board of India.

Key highlights of the Company''s financial performance for the financial year ended 31^st March 2025 are
given as under:

		Standalone		Consolidated
Particulars	Financial	Financial	Financial	Financial
	Year ended	Year ended	Year ended	Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	8,596.44	7,449.26	8,908.27	7,501.52
Other Income	149.48	121.49	149.58	128.80
Total Income	8,745.93	7,570.76	9,057.85	7,630.32
Total Expenditures	7,449.97	6,293.73	7,794.70	6,566.44
Profit/ (Loss) Before Tax	1,181.82	1,150.63	1,149.01	1,063.89
Tax Expenses
a) Current tax	318.35	313.58	320.81	315.97
b) Deferred tax	(15.35)	(39.78)	(0.75)	(51.51)
Net Profit/(Loss) After tax	878.82	876.83	828.96	799.43

2. REVIEW OF OPERATIONS:

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

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

3. CHANGE IN NATURE OF BUSINESS:

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

4. DIVIDEND:

Equity Shareholders

In order to conserve the resources for future
growth and considering the business expansion
plan, the Board of Directors do not propose any
dividend to equity shareholders for the financial
year end 31^st March 2025.

Preference Shareholders

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

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

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

Your Company did not have any amounts due
or outstanding as of the Balance Sheet date
to be credited to the Investor Education and
Protection Fund.

5. DEPOSITS:

Your Company has not accepted any deposits
within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014, during the financial year
2024-25.

6. TRANSFER TO RESERVES:

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

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

There are no material changes and commitments
affecting the financial position between the end
of the financial year and the date of report.

8. SHARE CAPITAL:

The Board provides following disclosures
pertaining to Companies (Share Capital and
Debentures) Rules, 2014, during the financial year
2024-25:

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

The authorized share capital of the Company
is C1,760 lakhs (Rupees Seventeen Crores Sixty Lakhs
Only) consisting of 6,20,00,000 (Six Crores Twenty
Lakhs) equity shares of C 2/- (Rupees Two Only)
each and 52,00,000 (Fifty-Two Lakhs) preference
shares of C 10/- (Rupees Ten Only) each. During the
financial year 2024-25 there was no change in the
authorized share capital of the Company.

The paid-up share capital of the Company
is C 1,299.92 lakhs (Rupees Twelve Crores Ninety-
Nine Lakhs Ninety-Two Thousand Two Hundred and
Twenty-Six Only) consisting of 5,71,96,113 (Five Crores
Seventy-One Lakhs Ninety-Six Thousand One
Hundred and Thirteen) equity shares of C 2 each
(Rupees Two Only) and 15,60,000 (Fifteen Lakhs
Sixty Thousand) Unlisted Cumulative Redeemable
Preference Shares of C 10/- (Rupees Ten Only)
("Preference Shares"). During the financial year
2024-25, the following changes were made in the
paid-up share capital structure of the Company:

i. Allotment of warrants on preferential
basis:

• At the Extra-Ordinary General Meeting of
the Company held on 13^th May 2024 have
authorise the Board of directors to issue
and allot 25,60,973 (Twenty-Five Lakhs Sixty
Thousand Nine Hundred and Seventy-
Three) warrants, each convertible into,
or exchangeable for 1 (One) fully paid-
up equity share of the Company of face
value of C 2/- (Rupees Two only) each at
a price of C 41/- (Rupees Forty-One only)
each payable in cash aggregating up
to C 10,49,99,893/- (Rupees Ten Crore
Forty-Nine Lakhs Ninety-Nine Thousand
Eight Hundred Ninety-Three only) which
may be exercised in one or more tranches
during the period commencing from the
date of allotment of the Warrants until
expiry of 18 (Eighteen) months to the
certain promoters and non-promoters
of the Company by way of a preferential
issue in accordance with the terms of the
Warrants as per provisions of Chapter
V of the Securities and Exchange Board
of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, and
other applicable rules, regulations and
laws as the case may be.

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

Name of the Allottees	Category	No. of Warrants Allotted	#Investment Amount (E)
Mr. Metikurke Ramaswamy Raman Subbarao	Promoter / Individual	2,43,902	99,99,982/-
Mr. Danavadi Krishnamurthy Arun	Promoter / Individual	2,43,902	99,99,982/-
Mr. Raghu Chandrashekhariah	Promoter / Individual	2,43,902	99,99,982/-
Mr. Pushparaj Shetty	Promoter / Individual	2,43,902	99,99,982/-
Mr. Sheshadri Yedavanahalli Srinivas	Promoter / Individual	12,43,902	5,09,99,982/-
Mr. Raghu Pavan T S	Non-promoter/ Individual	2,43,902	99,99,982/-
Dr. Mahesha Bangalore Ramalinga Pandit	Non-promoter/ Individual	60,976	25,00,016/-
Mr. Nagaraj B Bhairaji	Non-promoter/ Individual	36,585	14,99,985/-
Total		25,60,973	10,49,99,893/-

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

ii. Redemption of Preference shares:

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

iii. Allotment of Equity Shares pursuant
to exercise of Warrants

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

• Accordingly, the Board in its meeting
held on 13^th March 2025 have allotted
10,12,193 equity shares pursuant to
exercise of warrants to the five promoter
and non-promoter members. The
same has been admitted with National
Securities Depository Limited ("NSDL")
and Central Depository Services Limited
("CDSL") including process of lock in
shares as per SEBI guidelines and its
listing to National Stock Exchange (NSE).

• Following is the list of allottees who
have exercised their warrants into Equity
Shares during the financial year 2024-25

Name of the Allottees	Category	No of Equity Shares allotted pursuant to Conversion of Warrants
Mr. Metikurke	Promoter /	2,43,902
Ramaswamy Raman Subbarao	Individual
Mr. Danavadi	Promoter /	2,43,902
Krishnamurthy Arun	Individual
Mr. Raghu	Promoter /	2,43,902
Chandrashekhariah	Individual
Mr. Pushparaj Shetty Promoter / Individual		2,43,902
Mr. Nagaraj B	Non-	36,585
Bhairaji	promoter/ Individual
Total No. of Equity Shares Allotted		10,12,193

9. STATEMENT OF DEVIATIONS /
VARIATIONS

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

10. EMPLOYEE STOCK OPTION SCHEME
(ESOS):

To motivate and reward both current and future
employees, foster a sense of ownership and
satisfaction, and drive higher revenue for the
Company, and pursuant to pursuant to the
resolutions passed by our Board on 11^th August
2023 and shareholders on 14^th August 2023, our
Company has adopted the Canarys Employees
Stock Scheme. This scheme is managed by the
Nomination and Remuneration Committee, aims

to align employees'' interests with the Company''s
success. During the year, none of the employees
were vested/exercised the shares.

11. PERFORMANCE AND FINANCIAL
POSITION OF EACH OF ITS
SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

As on 31^st March 2025 the Company has 2 Wholly
Owned Subsidiaries i.e., Canarys Corp., USA and
Canarys APAC Pte Ltd, Singapore and one Joint
Venture Company i.e.,

Canarys- Hanuka Apo Technologies Private
Limited. During the year, the Board of Directors
have reviewed the performance of subsidiaries
at regular intervals.

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

Further none of the companies have become
or ceased to be Subsidiaries, joint ventures or
associate companies during the financial year
FY 2024-25.

As required under the Companies Act, 2013
the Company has prepared the consolidated
financial statement.

As per provisions of Section 129(3) of the
Companies Act, 2013, a statement containing
salient features of the financial statement of
the subsidiaries and Joint Venture Company as
on 31^st March 2025 is disclosed in Form AOC-1 is
attached as "ANNEXURE-I".

12. CREDIT RATING:

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

13. DIRECTORS & KEY MANAGERIAL
PERSONNELS (KMPs):

a. Composition of Board of Directors

The Board consists of Executive and Non¬
Executive Directors, including Independent
Directors who are having wide and varied
experience in different disciplines of
corporate functioning. As on 31^st March 2025,
the Board consisting of the following Directors:

SI. No.	Name of the Director	DIN	Designation
1	Mr. Metikurke Ramaswamy Raman Subbarao	00176920	Chairman & Managing Director
2	Mr. Danavadi Krishnamurthy Arun	01064990	Whole time Director
3	Mr. Raghu Chandrashekhariah	01065269	Whole Time Director & Chief Financial Officer (CFO)
4	Mr. Sheshadri Srinivas Yedavanahalli	03367545	Executive Director & Chief Executive Officer (CEO)
5	Mr. Pushparaj Shetty 03333417		Executive Director
6	Mr. Muralikrishnan Gopalakrishnan	07059037	Non-Executive Independent Director
7	Mrs. Asha Sivashankar	10184245	Non-Executive Independent Director
8	Mr. Ramesh Phatak Bhaskar	07981182	Non-Executive Independent Director

b. Changes in the constitution of the
Board

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

c. Key Management Personnel:

The following changes occurred in the Key
Management Personnels of the Company
during the financial year 2024-25:

i. CS Nagashree Hegde (ICSI Membership
No: A66166) resigned from the position
of Company Secretary and Compliance
Officer of the Company with effect from
02^nd August 2024

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

d. Director liable to retire by rotation and
being eligible offer himself for re¬
appointment:

Pursuant to the provisions of Section 152(6)
of the Companies Act, 2013, Mr. Sheshadri
Srinivas Yedavanahalli (DIN: 03367545),

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

14. BOARD MEETINGS

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

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

The necessary quorum was maintained in all
the said meetings and proceedings during the
meetings have been duly recorded in minute''s
book maintained for the purpose.

The attendance of the Members of the Board is
as under:

SI. No.	Name of the Director	Number of board meetings entitled to attend	Number of board meetings attended
1	Mr. Metikurke Ramaswamy Raman Subbarao	7	7
2	Mr. Arun Danavadi Krishnamurthy	7	7
3	Mr. Raghu Chandrashekhariah	7	7
4	Mr. Sheshadri Srinivas Yedavanahalli	7	7
5	Mr. Pushparaj Shetty	7	7
6	Mrs. Asha Sivashankar	7	7
7	Mr. Ramesh Phatak Bhaskar	7	7
8	Mr. Muralikrishnan Gopalakrishnan	7	7

The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India (ICSI) on Meetings of the
Board of Directors and General Meetings.

The Board has 05 (Five) Committees as of 31^st
March 2025:

SI. No.	Name of the Director
1 Audit Committee
2	Nomination and Remuneration Committee
3	Stakeholders'' Relationship Committee
4	Internal Complaints Committee
8	Management Sub-Committee

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

During the year, all recommendations made by
the Committees were approved by the Board.

Details of all the Statutory Committees along
with their composition and meetings held during
financial year 2024-25 are provided in "ANNEXURE-
II" to this report.

15. DECLARATION BY NON-EXECUTIVE
INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act,
2013 and rules made there under, the Company
had 03 (Three) Non-Executive Independent
Directors in line with the Companies Act, 2013.
The Company has received declarations from all
the Independent Directors confirming that they
meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and are
independent of the Management. In terms of
Regulation 25(8) of the SEBI Listing Regulations,
they have confirmed that they are not aware of
any circumstance or situation which exist or may
be reasonably anticipated, that could impair
or impact their ability to discharge their duties
with an objective independent judgement and
without any external influence.

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

enrolled themselves in the Independent Directors''
Databank maintained with the Indian Institute of
Corporate Affairs ('' 11CA'') in terms of Section 150
of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors)
Rules, 2014.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees, commission and
reimbursement of expenses incurred by them for
the purpose of attending meetings of the Board/
Committees of the Company.

A separate meeting of Independent Directors
was held on 04^th March 2025 to review the
performance of Non-Independent Directors,
Board as whole and performance of Chairperson
of the Company including assessment of quality,
quantity and timeliness of flow of information
between Company management and Board.

16. DIRECTORS'' RESPONSIBILITY
STATEMENT:

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

a. I n the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures.

b. they have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year
and of the profit and loss of the Company for
that period;

c. they have taken proper and sufficient care for
the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;

d. they have prepared the annual accounts on
a going concern basis;

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

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

17. EVALUATION OF THE BOARD''S
PERFORMANCE:

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

The exercise was carried out through a structured
evaluation process covering various aspects of
the Boards functioning such as composition of the
Board & Committees, experience & competencies,
performance of specific duties & obligations,
governance issues etc. Separate exercise was
carried out to evaluate the performance of
Individual Directors including the Board, as a
whole and the Chairman, who were evaluated
on parameters such as their participation,
contribution at the meetings and otherwise,
independent judgements, safeguarding of
minority shareholders interest, etc.

The evaluation of the Non-Executive Independent
Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent
Directors, Committees of the Board and Board
as a whole were carried out by the Independent
Directors in their separate meeting. The
Independent Directors reviewed key transactions,
quality & timeliness of flow of information.

The Directors were satisfied with the evaluation
results, which reflected the overall engagement of
the Board and its Committees with the Company.

18. CODE OF CONDUCT OF BOARD OF
DIRECTORS & SENIOR MANAGEMENT

The Company has always encouraged and
supported ethical business practices in personal
and corporate behaviour by its directors and
employees. The Company has framed a Code
of Conduct for Board Members and Senior
Management Staff of the Company. The Board
Members and Senior Management Staff have
affirmed compliance with the said Code of
Conduct. The Board has also approved a Code
of Conduct for the Non-Executive Directors of
the Company, which incorporates the duties
of Independent Directors as laid down in the

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

Pursuant to Regulation 26(3) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, all Board members and
Senior Management Personnel have affirmed
compliance with the applicable Code of
Conduct. A declaration to this effect, signed by
the Chairman & Managing Director forms part of
this report as "ANNEXURE III".

19. REMUNERATION OF DIRECTORS,
PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The statement of disclosure of Remuneration
under Section 197(12) of the Act read with the
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 ("Rules") is provided in "ANNEXURE-IV" to
this report.

20. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

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

21. CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of provision of Section 135 of
Companies Act, 2013 read with Schedule VII,
the Company has spent an amount of C 20.05
lakhs towards CSR expenditure for the financial
year 2024-25 to the identified CSR activities.
The Company is not required to constitute the
CSR Committee. The detailed report on CSR is
enclosed as "ANNEXURE-V".

22. PARTICULARS OF CONTRACTS
OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

a. During the year under review, there were
some transactions entered into by the
Company with related parties, which were
in the Ordinary Course of Business and
at Arm''s Length basis for which the Audit
Committee granted omnibus approval
(which are repetitive in nature) and the same

were reviewed by the Audit Committee and
the Board.

b. During the year under review, there were no
significant transactions with related parties
which were not at arm''s length basis

c. There were no materially significant
transactions with related parties which were
in conflict with the interest of the Company.

d. As required under section 134(3)(h) of the Act,
the details of the transactions entered into
with related parties during the year under
review, which fall under the scope of Section
188(1) of the Act, are given in Form AOC-2
attached as "ANNEXURE-VI".

23. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors:

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

The Auditors'' Report for the financial year 2024-25
does not contain any qualifications, reservations,
adverse remarks or disclaimers. Further, the
Auditors of the Company have not reported any
fraud as specified under Section 143(12) of the Act.

Cost Auditors:

The provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Record
and Audit) Amendment Rules, 2014 is not
applicable to the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, M/s. Sachin Hareesh and
Associates, Chartered Accountants, Bengaluru
(FRN: 017017S), appointed as an internal auditor
of the Company to conduct internal audit for the
Financial Year 2024-25.

Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board in its Meeting
held on 13^th March 2025, appointed M/s. Ganapathi
& Mohan, Company Secretaries, Bengaluru to

undertake the Secretarial Audit of the Company
for the financial Year 2024-25. The Secretarial
Audit Report for the Financial Year 2024-25 in Form
MR-3 is attached to this report as "ANNEXURE-VII".

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

Further, as per the SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment)
Regulations, 2024, the Board recommend to
appoint /s. Ganapathi & Mohan, Company
Secretaries, as Secretarial auditors of the
company for the period of five years at the
ensuing Annual General Meeting. The Company
has received necessary consent and eligibility
certificate from them.

24. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations 2015, a separate management
discussion and analysis report which forms an
integral part of this Report is given as "ANNEXURE-
VIII" to this report.

25. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as mentioned under
provisions of section 148(l) of the Companies Act,
2013, is not applicable to the Company for the
financial year 2024-25

26. INTERNAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has adequate system of internal
control to safeguard and protect from loss,
unauthorized use, or disposition of its assets. All the
transactions are properly authorized, recorded
and reported to the Management. The Company
has followed all the applicable Accounting
Standards for properly maintaining the books of
accounts and reporting financial statements.

27. INTERNAL FINANCIAL CONTROL

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

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

SI S. PARTICULARS No.	DISCLOSURE
(a) Conservation of Energy:	Overview
i. The steps taken	In our ongoing commitment to sustainability and cost-effectiveness, your company has
or impact on	taken significant steps toward energy conservation within our operations. Recognizing
conservation of	the impact of energy consumption on both the environment and our operational costs,
energy	we	have implemented various initiatives to reduce our energy footprint. This section
ii. The steps taken by	outlines our efforts and progress in conserving energy throughout the past year.
the Company for
utilizing alternate	ENERGY CONSERVATION INITIATIVES
sources of energy	1.	Optimized Use of Office Space:
iii. The capital	•	We have reconfigured our office layout wherever possible to maximize natural light,
investment on		reducing the need for artificial lighting during working hours.
energy conservation	•	By consolidating workspaces and promoting remote work where feasible, we''ve
equipment.		managed to decrease the energy load from heating, cooling, and lighting.
	2.	Transition to Energy-Efficient Equipment:
	•	Upgraded office equipment, including computers, servers, and lighting fixtures, to energy-efficient models.
		Replaced traditional lighting with LED fixtures, which consume significantly less power and have a longer lifespan.
	3.	Server and IT Optimization:
	•	Migrated to cloud-based solutions to minimize the energy consumption of on¬ premises servers.
	•	Implemented server virtualization and optimized resource allocation to reduce power usage.

	4. Employee Awareness and Engagement: • Conducted awareness campaigns to encourage employees to participate in energy-saving practices, such as shutting down computers at the end of the day and minimizing unnecessary device use. • 1 ntroduced an internal energy conservation challenge with rewards for teams that make the most significant reductions in their energy use.
	5. Energy Monitoring and Management: • Regularly reviewed energy consumption reports to ensure that our energy-saving measures are effective and adjust strategies as needed.
	Achievements • Reduction in Energy Costs: Over the past year, we have tried to reduce our energy expenses by a more efficient energy use. • Employee Participation: Majority of our employees have actively engaged in our energy conservation initiatives, demonstrating a company-wide commitment to sustainability.
	Future Plans: Looking ahead, we plan to further enhance our energy conservation efforts by exploring renewable energy options, such as installing solar panels on our office building. Additionally, we will continue to invest in employee education on energy efficiency and explore advanced technologies to reduce energy usage across all areas of our operation.
	Conclusion: The Conservation of energy is not just a corporate responsibility but also a strategic initiative that supports our company''s growth and sustainability. By reducing our energy consumption, we not only lower operational costs but also contribute positively to the environment. We are proud of the progress made this year and are committed to achieving even greater results in the future.
(b) Technology Absorption: i. The efforts made towards technology absorption.	Updating of Technology is a Continuous process; efforts are continuously made to develop new products required in the Company''s activities.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution.	Nil
iii. In case of imported technology imported during the last three years reckoned from the beginning of the financial year).	Nil
iv. The expenditure incurred on Research and Development.	Nil

30. COMPANY''S POLICIES

29. FOREIGN EXCHANGE EARNINGS AND
OUTGO:

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

Remuneration policy:

As on 31^st March 2025 the Company is not
covered under the provisions of Section 178(1) of
the Companies Act, 2013. However, remuneration
policy as adopted by the Company envisages
payment of remuneration according to
qualification, experience and performance at
different levels of the organisation. Employees
those engaged in administrative and professional
services are suitably remunerated according to
the industry norms

Vigil Mechanism (Whistle Blower Policy):

Your Company has established a Whistle Blower
Policy in order to assure that the business is
conducted with integrity and that the Company''s
financial information is accurate and enables all
the stakeholder to report their genuine concerns.
The Company has not received any compliant
under Whistle Blower Policy during the Financial
Year 2024-25.

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

Risk Management:

The Company has a robust Business Risk
Management framework to identify, evaluate
business risk and opportunities. This framework
seeks to create transparency, minimise adverse
impact on the business objectives and enhance
the Company''s competitive advantage.
The business risk framework defines the Risk
Management approach across the enterprise
at various levels including documentation
and reporting. The framework has different risk
models which help in identifying risk trends,
exposures, and potential impact analysis at a
Company level as also separately for individual
business segments.

Business risk, inter-alia, further includes financial
risk, political risk, fidelity risk, legal risk. As a matter
of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.

The Audit Committee is responsible for monitoring
and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee
has additional oversight in the area of financial
risks and controls. The major risks identified by
the businesses and functions are systematically
addressed through mitigating actions on a
continuing basis. The Risk Management Policy
can be accessed at the https://ecanarys.com/
Investors-Risk-Management-Policy.pdf

Nomination And Remuneration Policy

The Company has the policy on the appointment
and remuneration of directors and keymanagerial
personnel which provides a framework based
on which our human resources management
aligns their recruitment plans for the strategic
growth of the Company. The policy is available
on the Company''s website. The related weblink

is: https://ecanarys.com/Investors-Nomination-
and-Remuneration-Policy.pdf

Policy On Related Party Transactions

The Company has a policy for contracts
or arrangements to be entered into by the
Company with related parties which is available
on Company''s website link, https://ecanarys.
com/Investors-Policy-on-Related-Party.pdf

Policy For Determining Material
Subsidiaries

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

Board Diversity Policy

The Company has on place a policy for the
diversity of the Board which is available on the
Company''s website. The relevant weblink is:
https://ecanarys.com/Investors-Board-Diversity-
Policy.pdf

Sexual Harassment Policy:

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

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

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

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

31. MATERNITY BENEFIT:

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

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

32. DISCLOSURE REQUIREMENTS

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

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

33. CORPORATE GOVERNANCE

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

Your Company places utmost importance on
its fiduciary role as a guardian of stakeholders''
interest and strives to achieve a mutually
aligned objective of value and wealth creation
for all interested parties. The Board and the
Management humbly acknowledge this role
and continues to propagate this belief through
all layers of the organization to create an
environment of accountability and trust.

These responsibilities continue to be the focus of
its attention through the tumultuous ride along
the path of expansion, ensuring the highest
standards of ethics and integrity in all its business
dealings while avoiding potential conflicts of
interest. The result of this is a corporate structure
which serves its ever-expanding business needs
while maintaining transparency and adherence
to the above stated beliefs.

34. ANNUAL RETURN:

In compliance of Section 134(3)(a) of the Act, copy
of Annual Return for the financial year ended 31^st
March, 2025 prepared as per sub-section (3) of
Section 92 of the Act has been hosted on the
Company''s website www.ecanarys.com

35. COMPLIANCE WITH SECRETARIAL
STANDARDS:

The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

36. TRANSFER OF AMOUNT TO IEPF:

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

37. THE DETAILS OF DIFFERENCE
BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF:

The Company didn''t enter into any transaction
for obtaining valuation report for the FY 2024-25
for one time settlement or obtaining loan from
the banks and financial institutions.

38. LISTING ON STOCK EXCHANGE

The Company''s shares are listed on the SME
platform, (NSE-EMERGE) with National Stock
Exchange of India Limited (NSE) with symbol
CANARYS. The Company confirms that the annual
listing fee to the stock exchange for the financial
year 2024-25 has been paid.

39. DEPOSITORY SYSTEM

The Company''s equity shares are available for
dematerialization through National Securities
Depository Limited and Central Depository
Services (India) Limited. As on 31^st March 2025,
100% of the equity shares of the Company were
held in dematerialised form.

40. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

During the financial year 2024-25, there are no
such orders passed by the regulators or courts

or tribunals impacting the going concern status
and Company''s operations in future.

41. THE DETAILS OF APPLICATION MADE
OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no applications made during the
financial year 2024-25 by or against the company
and there are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

42. DETERMINATION OF MATERIALITY OF
INFORMATION & EVENTS

The Board of Directors have laid down a Policy
for Determination & Disclosure of Materiality of
Events and Information, the management of
the company determines the material events
of the company in accordance with this policy
and discloses them for the investors. The policy
is available for access at the website of the
Company at https://ecanarys.com/Investors-
Disclosure-of-Materiality-Policy.pdf

43. INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly
adopted Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive
Information and Code of Conduct for Prohibition
of Insider Trading, pursuant to the provisions
of Regulation 8 (Code of Fair Disclosure) and
Regulation 9 (Code of Conduct), respectively,
of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and the SEBI (Prohibition of
Insider Trading) (Amendment) Regulations, 2018.

44. HUMAN RESOURCES:

Our employees are our most important assets.
We are committed to hiring and retaining the best
talent and being among the industry''s leading
employers. For this, we focus on promoting a
collaborative, transparent and participative
organization culture, and rewarding merit

and sustained high performance. Our human
resources management focuses on allowing our
employees to develop their skills, grow in their
career and navigate their next.

The Company invested in building tighter control
systems improving processes and operational
efficiencies as a result. By establishing smooth
WFH processes and remote collaboration, our
operation teams are able to ensure that client
service level agreements are met and project
milestones delivered on time.

The Management has always carried out
systematic appraisal of performance and
imparted training at periodic intervals. The
Company has always recognized talent
and has judiciously followed the principle of
rewarding performance.

45. DISPATCH OF ANNUAL REPORT
THROUGH ELECTRONIC MODE:

In compliance with various MCA Circulars and
SEBI Circulars, notice of the 34^th Annual General
Meeting along with the Annual Report 2024-25 is
being sent only through electronic mode to those
members whose email addresses are registered
with the Company/RTA/Depositories. Members
may note that the Notice and Annual Report
2024-25 will also be available on the Company''s
website at www.ecanarys.com website of the
Stock Exchange, i.e., NSE Limited at www.nseindia.
com and on the website of the MUFG Intime India
Private Limited (Formerly Link Intime India Private
Limited) Company''s Registrar and Transfer Agent
at www.in.mpms.mufg.com.

46. ADDITIONAL INFORMATION

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

47. ACKNOWLEDGEMENT

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

The Directors thank the government, regulatory
authorities, banks, financial institutions,

shareholders, customers, vendors and other
business associates for their continued support
and co-operation in the Company''s progress.

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

For and on behalf of the Board of Directors
CANARYS AUTOMATIONS LIMITED

Raman Subbarao M R Sheshadri Y S

Managing Director Executive Director & CEO

DIN: 00176920 DIN: 03367545

Raghu Chandrashekhariah

Whole time Director & CFO
DIN: 01065269

Date: 25^th August 2025
Place: Bengaluru

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report on the highlight of the business & operations of the Company together with Audited Financial Statements of the Company for the financial year ended on 31st March, 2024.

FINANCIAL HIGHLIGHTS/STATE OF COMPANY’S AFFAIRS:

Particulars	Standalone		Consolidated
	Financial	Financial	Financial Year	Financial
	Year ended	Year ended	Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	7,449.26	7372.56	7,501.52	7451.94
Other Income	121.49	83.14	128.80	105.84
Total Income	7,570.76	7,455.70	7,630.32	7,557.78
Total Expenditures	6,420.13	6186.67	6,566.44	6,366.24
Profit/ (Loss) Before Tax	1,150.63	1269.03	1,063.89	1,191.55
Tax Expenses
a) Current tax	313.58	326.46	315.97	326.46
b) Deferred tax	-39.78	4.49	-51.51	1.81
Net Profit/(Loss) After tax	876.83	938.09	799.43	863.29

PERFORMANCE REVIEW:

Highlights of the Company’s financial performance for the year ended March 31, 2024

During the financial year 2023-2024, the revenue from operations on standalone basis is Rs. 7,449.26 Lakhs as compared to previous year where it stood at Rs. 7372.56 Lakhs by registering nominal growth of 1.04%.The profit after tax for the financial year 2023-2024 on standalone basis is Rs. 876.83 Lakhs as compared to previous year i.e., 2022-2023 where it stood at Rs 938.09 Lakhs.

The revenue from operations on consolidated basis for the financial year 2023-2024 is Rs. 7,501.52 Lakhs as compared to previous year where it stood at Rs. 7,451.94 Lakhs. The profit after tax on consolidated basis for the financial year 2023-2024 is Rs. 799.43 as compared to previous year i.e., 20222023 where it stood at Rs 863.29 Lakhs

Your directors expect that there will be a reasonable growth in the operations of the Company in the coming financial years. Your directors are making all efforts to ensure optimal operational results in coming years and achieving higher margins.

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

Our repeat business (revenue from existing customers) has steadily grown and contributed a significant portion of our revenue from contracts with customers over the years indicating a high degree of customer stickiness.

We believe our agility and resilience has stood out in recent years. Over the years we have successfully implemented our business continuity plans to ensure connectivity across the enterprise.

Your company has embarked upon a major transformation journey from "Services” to "Digital Solutions” in tune with the present market demand which will help in creating maximum value to both company and customers. The new solutions offerings include Digitalization, Modernization, Transformation, Cloudification and Intelligence.

RECOGNITIONS AND AWARDS:

Your Company continues to be an ISO 9001:2015 certified Company for its quality practices.

The Company is leading DevOps solutions provider and has won three DevOps awards;

- "Leader in DevOps Solutions”

- "Best DevOps Solution Provider”; and

- "Most Innovative DevOps Company”

These awards recognize Canarys exceptional innovation, excellence, and contributions to the DevOps field. With turnkey solutions like DevOpSmartBoard, Canarys Copy-Project, GitHubSmartBoard, Canarys RollUp, Canarys Clone-Project and other Migration solutions, our company serves industries such as BFSI, manufacturing, and automotive and committed to advancing DevOps practices and supporting the community.

DIVIDEND:

Equity Shareholders

In order to conserve the resources for future growth and considering the business expansion plan, the Board of Directors do not propose any dividend to equity shareholders for the financial year end 31^st March 2024.

Preference Shareholders

• As per the terms of issue of Cumulative Redeemable Preference shares, the Board of directors at their meeting held on 9^th February, 2024 declared an interim dividend for the period of ten months (i.e from 1^st April, 2023 to 31^st January, 2024) aggregating to Rs. 39,00,000/- to the

Preference Shareholders whose names appears in the register of preference shareholders on 31^st January, 2024.

Your Company did not have any amounts due or outstanding as of the Balance Sheet date to be credited to the Investor Education and Protection Fund.

TRANSFER TO RESERVES:

During the financial year, the Company has transferred Rs.104,00,000/- to Capital Redemption Reserve Account for the purpose of redemption of Preference Shares.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments affecting the financial position between the end of the financial year and the date of report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of Business carried out by the Company during the financial year. CONVERSION OF COMPANY INTO PUBLIC LIMITED COMPANY

Considering the expansion of business activities and future plan of actions, the members at their ExtraOrdinary General Meeting held on 19^th May 2023 have approved the conversion of the Company from Private Limited to Public Limited. The Registrar of Companies, Karnataka has accorded its consent vide fresh Certification of Incorporation dated 27^th June, 2023.

SHARE CAPITAL:

a. The Board provides following disclosures pertaining to Companies (Share Capital and

Debentures) Rules 2014-

Sl. No.	Particulars	Disclosure
1.	Issue of Equity shares with differential rights	Nil
2.	Issue of Sweat Equity shares	Nil
3.	Issue of employee stock option	19,17,000
4.	Provision of money by company for purchase of its own shares by trustees for the benefit of employees	Nil

b. The Capital structure of the Company as on 31st March 2024 is as follows-

The Authorized Share Capital of the Company is Rs. 17,60,00,000/- (Rupees Seventeen Crores Sixty Lakhs Only) consisting of 6,20,00,000 (Six Crores Twenty Lakhs) Equity Shares of Rs. 2/-(Rupees Two Only) each and 52,00,000 (Fifty-Two Lakhs) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is Rs. 14,35,67,840/- (Rupees Fourteen Crores Thirty-Five Lakhs Sixty Seven Thousand Eight Hundred and Forty Only) consisting of 5,61,83,920 (Five Crores Sixty One Lakhs Eighty Three Thousand Nine Hundred and Twenty) Equity Shares of Rs.

2/- (Rupees Two Only) each and 31,20,000 (Thirty-One Lakhs Twenty Thousand) unlisted Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) (“Preference Shares”).

c. Change in the Capital Structure: During the year under the review, following changes were made in Capital Structure of the Company:

i. Re-classification & increase in authorised share capital:

The members at their Extra-Ordinary General Meeting held on 19^th May 2023 have approved for reclassification of un-issued 8,00,000 Preference shares of Rs. 10/- each into 40,00,000 equity shares of Rs. 2/- each.

Further, members at the EGM held on 19^th May, 2023 have approved to increase the authorised share capital from Rs. 11,00,00,000/- consisting of 2,90,00,000 equity shares of Rs. 2/- each and 52,00,000 preference shares of Rs. 10/- each to Rs. 17,60,00,000/- consisting of 6,20,00,000 equity shares of Rs. 2/- each and 52,00,000 Preference shares of Rs. 10/- each.

ii. Issue of Bonus shares:

In order to reward to the existing equity shareholders of the Company, the Board of Directors at their meeting held on 16^th June, 2023 have issued 2,04,01,960 fully paid up Bonus shares of Rs. 2/- each by capitalizing sum of Rs. 4,08,03,920/- standing to the credit of Free Reserves of the Company in proportion of 1(One) new equity bonus share of Rs. 2/- each for every 1(One) fully paid-up equity shares of Rs. 2/- each held in the Company by the existing equity shareholders (1:1) whose name appears in the register of members of the company as on 19^th May, 2023.

iii. Conversion of Optionally Convertible Preference shares into equity shares:

As per terms of issue of the Preference shares, with the consent of all the Preference shareholders, the Board of Directors at their meeting held on 18^th July, 2023 have issued and allotted 2,08,000 equity shares of Rs.2/- each against the conversion of 5,20,000 Cumulative Preference shares of Rs.10 each/- (i.e., 10% of preference shares) at fair market value at a conversion ratio of 1:2.5 (One Equity share having nominal value of Rs. 2/- each for every 2.5 preference shares having nominal value of Rs. 10/- each) held by the Preference shareholders, whose name appears in the register of preference shareholders of the Company on 20^th June, 2023 (“Record Date”).

iv. Initial public offer:

The Board of Directors at their meeting held on 11^th August 2023have made the initial public offer of 151,72,000 equity shares having nominal value of Rs. 2/- each at a premium of Rs. 29 per share.

v. Redemption of Preference shares:

As per the terms of issue of Preference shares, the Board of Directors at their meeting held on 9^th February, 2024 have redeemed the 15,60,000 Preference shares (i.e., 30% of Preference Shares) having face value of Rs. 10/- each at par aggregating to Rs. 1,56,00,000/- (Rupees One Crore Fifty Six Lakhs only) out of profits of the Company.

vi. Granted ESOP to the Employees of The Company

The Members at their 32^nd Annual General Meeting held on 14th August 2023 approved Employees Stock Option Scheme (ESOS). According, the company introduced Canarys

Employees Stock Option Scheme, wherein options exercisable not exceeding 43,50,000 (Forty Three Lakhs Fifty Thousand) equity shares of the Company under the CANARYS ESOS, in one or more tranches to the present and future employees of the Company on such terms and conditions as may be fixed or determined by the Board in accordance with companies Act 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Further the members of the Nomination and Remuneration Committee (NRC) in the meeting held on 16.08.2023, accorded their consent to grant 19,17,000 equity shares of Rs. 2/- each under Canarys Employee Stock Option Scheme ("Canarys ESOS”) to the eligible employees of the Company pursuant to the provisions of Section 62 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and pursuant to the provisions contained in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Board on its website has disclosed details of Employees Stock Option Scheme (ESOS) https://ecanarys.com/ESOS.pdf

INITIAL PUBLIC OFFER (IPO) AND UTILIZATION OF IPO PROCEEDS

Your Company successfully completed the Initial Public Offer (IPO) of 1,51,72,000 Equity Shares during the year under review:

The issue period was opened on 26^th September 2023 and closed on 03^rd October 2023. After closure of the offer, the Company has allotted the Equity Shares and the same was listed on the SME Platform of NSE, nSe EMERGE with effect from 11^th October 2023. The scrip symbol of the Equity Shares of the company is "CANARYS”.

The Board is pleased and humbled by the faith shown in the Company by all the members. Total proceeds from the IPO were Rs. 47,03,32,000/- (Rupees Forty Seven Crores Three Lakhs Thirty-Two Thousand Only)

The proceeds realised by the Company from the IPO will be utilised as per objects of the offer disclosed in the Prospectus of the Company. The details of the IPO proceeds allocated and utilized during the financial year 2023-24 by the Company are as follows:

Sl. No	Particulars	Original allocation of fund	Amount utilised till 31.03.2024
1	Funding of expenditure relating to solutions development for digital transformation and water resources management solutions	1100.00	228.92
2	Creation of new delivery centre including infrastructure thereof and upgrading existing facilities	894.00	Nil
3	Funding working capital requirements of our Company	1,500.00	1,500
4	General corporate purposes	609.32	118.57

5	Issue Expenses	600.00	555.83
	Total	4703.32	2403.32

Note:

• The Statement of Deviation or Variation has been reviewed and approved by the Audit Committee and noted by the Board of Directors of the Company at their meetings held on 28^th May 2024.

• Further, pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approved Statement of Deviation or Variation for the half year ended 31^st March 2024, has been filed with National Stock Exchange of India Limited ("NSE”).

EMPLOYEE STOCK OPTION SCHEME (ESOS):

To motivate and reward both current and future employees, foster a sense of ownership and satisfaction, and drive higher revenue for the Company, and pursuant to pursuant to the resolutions passed by our Board on 11^th August, 2023 and shareholders on 14^th August, 2023, our Company has adopted the Canarys Employees Stock Scheme. This scheme is managed by the Nomination and Remuneration Committee, aims to align employees'' interests with the Company''s success.

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

As on 31^st March 2024 the Company has 2 Wholly Owned Subsidiaries i.e., Canarys Corp., USA and Canarys APAC Pte Ltd, Singapore and one Joint Venture Company i.e., Canarys- Hanuka Apo Technologies Private Limited. During the year, the Board of Directors have reviewed the performance of subsidiaries at regular intervals.

Further no companies have become or ceased to be Subsidiaries, joint ventures or associate companies during the financial year FY 2023-24.

As required under the Companies Act, 2013 the Company has prepared the consolidated financial statement.

As per provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the subsidiaries and Joint Venture Company as on 31^st March 2024 is disclosed in Form AOC-1 is attached as ‘Annexure-I’.

CREDIT RATING:

During the financial year 2023-24, the Company was not required to obtain credit rating for its securities.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

COMPOSITION OF BOARD OF DIRECTORS

The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. As on 31^st March 2024, the Board consisting of the following Directors:

SI. No.	Name of the Director	DIN	Designation
1.	Mr. Raman Subbarao M R	00176920	Chairman & Managing Director
2.	Mr. Danavadi Krishnamurthy Arun	01064990	Whole time Director
3.	Mr. Raghu Chandrashekhariah	01065269	Whole Time Director & Chief Financial Officer
4.	Mr. Sheshadri Srinivas Yedavanahalli	03367545	Executive Director & Chief Executive Officer
5.	Mr. Pushparaj Shetty	03333417	Executive Director
6.	Mr. Muralikrishnan Gopalakrishnan	07059037	Independent Director
7.	Mrs. Asha Sivashankar	10184245	Independent Director
8.	Mr. Ramesh Phatak Bhaskar	07981182	Independent Director

Changes in the constitution of the Board

The following changes occurred in the Directorship of the Company during the financial year 2023-24.

i. Mr. Pushparaj Shetty (DIN: 03333417) was appointed as an Executive Director of the Company at the Extra-Ordinary General Meeting held on 19^th May 2023.

ii. Mrs. Asha Sivashankar (DIN 10184245), Mr. Ramesh Phatak Bhaskar (DIN 07981182) and Mr. Muralikrishnan Gopalakrishnan (DIN 07059037) was appointed as Independent Directors of the Company by the shareholders at the Extra-Ordinary Meeting held on 14^th July 2023.

In the opinion of the Board, the independent directors appointed during the year possess integrity, expertise and relevant experience including proficiency, which will bring tremendous value to the Board and to the Company. Further, the independent directors have fulfilled the conditions for independence as specified under the Act.

KEY MANAGEMENT PERSONNEL:

The following changes occurred in the Key Management Personnels of the Company during the financial year 2023-24:

i. Mr. Raman Subbarao M R, (DIN: 00176920) Managing Director of the Company was appointed as Chairman of the Company with effect from 3^rd July 2023.

ii. Mr. Raghu Chandrashekaraiah (DIN: 01065269), Whole-time Director was appointed as Chief Financial Officer (CFO) of the Company with effect from 3^rdJuly 2023.

iii. CS Nagashree Hegde (ICSI Membership No: A66166) was appointed as Company Secretary and Compliance Officer of the Company with effect from 3^rd July 2023.

DIRECTOR LIABLE TO RETIRE BY ROTATION AND BEING ELIGIBLE OFFER HIMSELF FOR RE-APPOINTMENT:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Raghu Chandrashekhariah (DIN: 01065269), Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from the Independent Directors as required under Section 149(7) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR Regulations. Further, Independent Directors are also in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company. Further, all the Company’s Independent Directors have registered themselves with the Independent Director’s Databank maintained by the of the Indian Institute of Corporate Affairs (IICA).

EVALUATION OF THE BOARD’S PERFORMANCE:

During the year under review, the Board, Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time) the Boar on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting. The Independent Directors reviewed key transactions, quality & timeliness of flow of information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Code of Conduct of Board of Directors & Senior Management

The Board of Directors has laid down a Code of Conduct, for better transparency and Accountability for all the Board Members and Employees of the Company. All the Board members and senior

management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and the senior management during the financial year 2023-24 and the Declaration in this regard is attached as “Annexure-II”.

BOARD MEETINGS

There were Eleven (11) Board Meetings duly convened during the financial year 2023-24 on following dates:

Sl. No	Date of Board Meeting	No. of Directors Entitled to attend the meeting	No of Directors Present
1.	24th April, 2023	4	4
2.	17th May, 2023	4	4
3.	16th June, 2023	5	5
4.	24th June, 2023	5	4
5.	28th June, 2023	5	4
6.	03rd July, 2023	5	5
7.	18th July, 2023	8	7
8.	11th August, 2023	8	8
9.	21st August, 2023	8	7
10.	13th November, 2023	8	8
11.	09th February, 2024	8	8

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been duly recorded in minute’s book maintained for the purpose.

The attendance of the Members of the Board is as under:

Sl. No	Name of the Director	Number of board meetings entitled to attend	Number of board meetings attended
1.	Mr. Raman Subbarao M. R	11	11
2.	Mr. Arun Danavadi Krishnamurthy	11	11

3.	Mr. Raghu Chandrashekhariah	11	11
4.	Mr. Sheshadri Srinivas Yedavanahalli	11	9
5.	Mr. Pushparaj Shetty	9	8
6.	Mrs. Asha Sivashankar	5	5
7.	Mr. Ramesh Phatak Bhaskar	5	5
8.	Mr. Muralikrishnan Gopalakrishnan	5	4

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings.

The Board has 5 (Five) Committees as of 31^st March 2024:

Name of the Committee	Date of Constitution
Audit Committee	18th July 2023
Nomination and Remuneration Committee	18th July 2023
Stakeholders’ Relationship Committee	18th July 2023
Initial Public offer (IPO) Committee*	18th July 2023
Internal Complaints Committee	18th July 2023

*The Board of Directors of the Company in their Board Meeting dated February 09, 2024 dissolved the IPO Committee.

The committees consist of requisite majority of Directors comprising Independent and nonindependent directors.

Details of all the Statutory Committees along with their composition and meetings held during financial year 2023-24 are provided in Annexure-III to this report.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANY

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules”) is provided in Annexure-IV to this report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible.

As part of the policy, the Company strives to ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the policy are as follows:

a. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework.

b. Policy for appointment and removal of Directors, KMP and Senior Management - Ascertain appointment criteria and qualifications, term and tenure of Directors, process/framework for their removal and retirement.

c. Policy relating to the remuneration for Directors, KMP and Senior Management and other employees

d. Policy Review.

The Nomination and Remuneration Policy of the Company has been updated on 11^th August 2023 keep in line in accordance with the SEBI Listing Regulations and is available on the website of the Company and can be viewed on the website on the link: https://ecanarys.com/Investors-Nomination-and-Remuneration-Policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of provision of Section 135 of Companies Act, 2013 read with Schedule VII, the Company has spent an amount of Rs.14,25,000/- towards CSR expenditure for the financial year 2023-24 to the identified CSR activities. The Company is not required to constitute the CSR Committee. The detailed report on CSR is enclosed as Annexure-V.

AUDITORS & Auditors’ Report:

Statutory Auditors:

As per the recommendation made by the Audit Committee, M/s. Suresh & Co., (FRN: 004255S), Chartered Accountants, have re-appointed as Statutory auditors of the Company for the period of five years at the 32^nd Annual General Meeting held on 14^th August, 2023 till the conclusion of 37^th Annual General Meeting.

The Auditors’ Report for the financial year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Cost Auditors:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules, 2014 is not applicable to the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Sachin Hareesh and Associates, Chartered Accountants, Bengaluru (FRN: 017017S), appointed as an internal auditor of the Company to conduct internal audit for the Financial Year 2023-24.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ganapathi & Mohan, Company Secretaries, Bengaluru (CP No: 4520) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as “Annexure-VI”. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made, and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are prescribed in the Financial Statements (Ref. Notes 12, 13 and 19).

Your Company has not extended corporate guarantee on behalf of any other Company during the financial year 2023-24.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-VII. Further details of related party transactions are provided in Notes to Financial Statements (both Standalone and Consolidated).

All the Related Party Transactions entered by your Company with the Related Parties are in the ordinary course of business and are carried out at arm’s length pricing.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company has followed all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal & financial controls with reference to financial statements.

During the financial year 2023-24, such controls were tested and no reportable material weakness in the design or operations were observed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as “Annexure-VIII” to this report.

RISK MANAGEMENT:

The Company has a robust Business Risk Management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the Risk Management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trends, exposures, and potential impact analysis at a Company level as also separately for individual business segments.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy can be accessed at the https://ecanarys.com/Investors-Risk-Management-Policy.pdf

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as mentioned under provisions of section 148(1) of the Companies Act, 2013, is not applicable to the Company for the financial year 2023 -24.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has committed to provide a professional work environment free of harassment, disrespectful or other unprofessional conduct. In order to create such a safe and conducive work environment, a policy has been framed, in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy prohibits conduct that is disrespectful, unprofessional as well as harassment based on factors such as gender, marital status, age, race, religion, colour, appearance, region, national origin or ancestry, physical or mental disability, medical condition, genetic information, sexual orientation, etc.

This policy applies to all employees of the Company, people engaged in the operation of the Company including supervisors and managers, suppliers, customers, independent contractors and any other people involved in the running of the business across all locations. Further, the policy assures complete anonymity and confidentiality of information to the reporting individual.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the financial year 2023-24, no complaints were received by the Company related to sexual harassment.

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

SI.	PARTICULARS	DISCLOSURE
No.

(A)	Conservation of Energy: (i) The steps taken or impact on conservation of energy (ii) The steps taken by the Company for utilizing alternate sources of energy (iii) The capital investment on energy conservation equipment.	Overview In our ongoing commitment to sustainability and cost-effectiveness, your company has taken significant steps toward energy conservation within our operations. Recognizing the impact of energy consumption on both the environment and our operational costs, we have implemented various initiatives to reduce our energy footprint. This section outlines our efforts and progress in conserving energy throughout the past year.
		Energy Conservation Initiatives
		1. Optimized Use of Office Space:
		O We have reconfigured our office layout wherever possible to maximize natural light, reducing the need for artificial lighting during working hours.
		O By consolidating workspaces and promoting remote work where feasible, we''ve managed to decrease the energy load from heating, cooling, and lighting.
		2. Transition to Energy-Efficient Equipment:
		o Upgraded office equipment, including computers, servers, and lighting fixtures, to energy-efficient models.
		o Replaced traditional lighting with LED fixtures, which consume significantly less power and have a longer lifespan.
		3. Server and IT Optimization:
		o Migrated to cloud-based solutions to minimize the energy consumption of on-premises servers.
		o Implemented server virtualization and optimized resource allocation to reduce power usage.
		4. Employee Awareness and Engagement:

		o Conducted awareness campaigns to encourage employees to participate in energy-saving practices, such as shutting down computers at the end of the day and minimizing unnecessary device use.
		o Introduced an internal energy conservation challenge with rewards for teams that make the most significant reductions in their energy use.
		5. Energy Monitoring and Management:
		o Regularly reviewed energy consumption reports to ensure that our energy-saving measures are effective and adjust strategies as needed.
		Achievements
		• Reduction in Energy Costs: Over the past year, we have tried to reducedour energy expenses by a more efficient energy use.
		• Employee Participation: Majority of our employees have actively engaged in our energy conservation initiatives, demonstrating a company-wide commitment to sustainability.
		Future Plans
		Looking ahead, we plan to further enhance our energy conservation efforts by exploring renewable energy options, such as installing solar panels on our office building. Additionally, we will continue to invest in employee education on energy efficiency and explore advanced technologies to reduce energy usage across all areas of our operation.
		Conclusion
		The conservation of energy is not just a corporate responsibility but also a strategic initiative that supports our company’s growth and sustainability. By reducing our energy consumption, we not only lower operational costs but also

		contribute positively to the environment. We are proud of the progress made this year and are committed to achieving even greater results in the future.
		Water Conservation: Water Conservation continues to receive priority attention at all levels and Company has installed sensor-based taps in all washrooms.
(B)	Technology Absorption:	Updating of Technology is a Continuous
	(i) The efforts made towards technology	process; efforts are continuously made to
	absorption.	develop new products required in the Company’s activities.
	(ii) The benefits derived like product improvement, cost reduction, product development or import substitution. (iii) In case of imported technology (imported during the last three years reckoned from the	Nil
	beginning of the financial year). (iv) The expenditure incurred on Research	Nil
	and Development.	Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in lakhs)

Particulars	As on 31.03.2024	As on 31.03.2023
Foreign Exchange	2,332.48	1,796.28
Earnings
Foreign Exchange Outgo	(474.72)	(247.52)
Total	1,857.77	1,548.76

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the financial year 2023-24, there are no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed form is available at www.ecanarys.com

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Your Company has established a Whistle Blower Policy in order to assure that the business is conducted with integrity and that the Company’s financial information is accurate and enables all the stakeholder to report their genuine concerns. The Company has not received any compliant under Whistle Blower Policy during the Financial Year 2023-24.

Further details of establishment of the Vigil Mechanism can be viewed on the Company’s website at https://ecanarvs.com/Investors-Whistle-Blower-Policv.pdf

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company didn’t enter any transaction for obtaining valuation report for the FY 2023-24 for one time settlement or obtaining loan from the banks and financial institutions.

POLICIES ADOPTED BY THE COMPANY

The details of the policies approved and adopted by the Board of Directors as required under the Companies Act 2013 and SEBI Regulations are available for the access at the website of the Company at www.ecanarys.com

Determination of Materiality of Information & Events

The Board of Directors has laid down a Policy for Determination & Disclosure of Materiality of Events and Information, the management of the company determines the material events of the company in accordance with this policy and discloses them for the investors. The policy is available for access at the website of the Company at https://ecanarvs.com/Investors-Disclosure-of-Materialitv-Policv.pdf

Insider Trading Disclosure

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

REMUNERATION POLICY:

As on 31^st March 2024 the Company is not covered under the provisions of Section 178(1) of the Companies Act, 2013. However, remuneration policy as adopted by the Company envisages payment of remuneration according to qualification, experience and performance at different levels of the organisation. Employees those engaged in administrative and professional services are suitably remunerated according to the industry norms

TRANSFER OF AMOUNT TO IEPF:

During the financial year 2023-24, the Company is not required to transfer any amount to Investor Education Protection Fund (IEPF).

HUMAN RESOURCES:

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry’s leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

CORPORATE GOVERNANCE

Your Company places utmost importance on its fiduciary role as a guardian of stakeholders’ interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledge this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank its Bankers for their support in the growth of the Company. Your directors wish to acknowledge with gratitude the patronage extended to the Company by the large body of its customers and contribution made by the employees at all levels and look forward to their dedicated commitment in the years to come towards the Company reaching greater heights.

Finally, Directors would like to convey their deep sense of gratitude to the members and look forward to their continued support in the growth of the Company.

For and on behalf of the Board of Directors CANARYS AUTOMATIONS LIMITED

(formerly Canarys Automations Private Limited)

Sd/- Sd/-

Raman Subbarao M R Sheshadri Y S

Managing Director Executive Director & CEO

DIN:00176920 DIN: 03367545

Sd/-

Raghu Chandrashekhariah

Whole time Director & CFO DIN: 01065269

Date: 03.09.2024 Place: Bengaluru