Directors Report of CMS Info Systems Ltd.

Mar 31, 2025

Your Directors (âThe Boardâ/âBoard of Directorsâ) take pleasure in presenting the Eighteenth Annual Report of CMS Info Systems Limited (âthe Companyâ or âCMSâ) together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Summary of the Company''s financial performance on Standalone and Consolidated basis during the financial year ended March 31, 2025 was as follows:

('' in Million)
Particulars	Standalone		Consolidated
Particulars	2025	2024	2025	2024
Revenue from Operations	22,229.03	20,468.38	24,245.32	22,646.77
Total Expenditure	18,243.11	16,657.92	19773.75	18,316.33
Net Profit Before tax	4,404.14	4,588.69	4,978.39	4,670.59
Profit for the year	3,288.83	3,542.18	3,724.57	3,471.41
Equity Share Capital	1,643.65	1,627.62	1,643.65	1,627.62
Other Equity	20,019.70	17,263.68	21,021.49	17,839.97
Net Block	7,503.60	7,270.26	8,673.50	8,358.81
Net Current Assets	9,892.52	9,542.01	11,189.60	10,665.56
Earnings per Share
(Basic) (in '')	20.12	22.67	22.79	22.22
(Diluted) (in '')	19.75	21.82	22.36	21.39

During the financial year 2024-25, the Company was successful in registering a healthy business performance despite facing strong headwinds in some of its core businesses.

On a Consolidated basis, the Company''s revenue from operations stood at '' 24,245.32 Million, representing an increase of 7.06 % over FY24. The Company also reported an improved Consolidated Profit before Tax of '' 4,978.39 Million as compared to '' 4,670.59 Million in FY24. Consolidated Net profit also improved to '' 3,724.57 Million for the FY25, higher by 7.29 % over FY24.

On a Standalone basis, the Company''s revenue from operations stood at '' 22,229.03 Million representing an increase of over 8.60 % from the previous year. However, the Profit before Tax was '' 4,404.14 Million as compared to '' 4,588.69 Million in FY24 due to lower dividend from its Wholly Owned Subsidiary. Consequentially, the Standalone Net profit also stood at '' 3,288.83 Million in 2024-25 as against '' 3542.18 Million in 2023-24.

The basic EPS of the Company on a Consolidated basis was '' 22.79 while diluted EPS was '' 22.36. On a Standalone basis the basic EPS stood at '' 20.12 for the financial year ended March 31, 2025 and diluted EPS stood at '' 19.75.

BUSINESS OVERVIEW /COMPANYâS PERFORMANCE

CMS is one of the leading business services company providing logistics and technology solutions to banks, financial institutions, organized retail, and e-commerce companies in India. The Company facilitates financial inclusion in the economy by providing access to formal banking services and facilitating seamless cash-based payments for Indians.

CMS operates in two major business segments:

1. Cash Logistics

2. Managed Services and Technology CASH LOGISTICS

We continue to see healthy growth in volume as well as realizations across all our Cash Logistics Business. In FY25, CMS recorded its highest-ever annual cash volumes handled of '' 14 Trillion, reflecting a robust year-on-year growth of 5%. Our physical reach also expanded significantly, with an approximate 10% increase in business points from 1,37,000 as of March 2024 to 1,50,000 as of March 2025. These metrics underscore the continued relevance and resilience of cash in India''s payment ecosystem, even amidst rapid digital adoption.

MANAGED SERVICES AND TECHNOLOGY

Our Managed Services and Technology Business, which was incubated a decade ago, was built on the strong foundation of CMS''s leadership in the Cash Logistics space. Over the years, we have progressively expanded our capabilities across software solutions, banking automation, and ATM-as-a-Service, positioning ourselves as one of the few truly integrated players in the industry ecosystem.

The Segment maintained strong momentum in FY25, with order wins exceeding '' 12,000 Million, the majority of which comprised recurring services revenue. We have also deepened our presence in the private banking segment, with private sector banks accounting for approximately 60% of our total wins during the financial year 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

DECLASSIFICATION OF SION INVESTMENT HOLDINGS PTE. LTD. AS PROMOTER OF THE COMPANY

The Company had, on December 19, 2024,

received a letter pursuant to regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) from Sion Investment Holdings Pte. Ltd. (âSionâ), seeking their declassification as the âPromoterâ of the Company.

Sion had already sold all the equity shares held by it in the Company on February 27, 2024. Further, Sion has not been associated with the Company in any capacity and its representatives do not participate in the management of the Company in any manner or capacity whatsoever.

Accordingly, the Board had, at their meeting held on February 5, 2025, inter alia, approved the declassification of Sion as the Promoter of the Company, subject to the receipt of necessary approvals/ NoObjection Certificate from the Stock Exchanges where the shares of the Company are listed.

Both the Stock Exchanges where the shares of the Company are listed, i.e. the National Stock Exchange of India Limited and BSE Limited, have granted their No Objection Letter for declassification of Sion as the Promoter of the Company on April 2, 2025.

Pursuant to proviso (a) to sub-clause (vi) of clause (a) of sub regulation (3) of regulation 31A of the SEBI Listing Regulations, the declassification of Sion as the Promoter of the Company does not require further

approval of the shareholders at a General Meeting of the Company, since they do not hold any shares in the Company. Consequently, Sion has ceased to be the Promoter of the Company with effect from April 2, 2025.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated and adopted its Dividend Distribution Policy in compliance with the requirements of regulation 43A of the SEBI Listing Regulations.

Pursuant to the Policy, the Board shall determine the dividend for a particular period based on available financial resources, business requirements and taking into account optimal shareholder return, and other parameters described in this policy.

A copy of the same is available on the Company''s Website at www.cms.com.

DIVIDEND AND TRANSFER TO RESERVES

During the financial year 2025, the Board of Directors of the Company had in its meeting held on February 5, 2025, declared an Interim Dividend of '' 3.25 (32.50%) per equity share of the Company. The same was paid to all the shareholders who held shares of the Company as on the Record Date, Tuesday, February 11, 2025.

Considering strong cash and cash equivalent, the business outlook and the mid-term cash requirements of the Company, the Board, in its meeting held on May 19, 2025 declared a Special (Interim) Dividend of '' 3.00 (30.00%) per equity share which shall be payable to those Shareholders whose names appear in the Register of Members/ Beneficial Owners maintained by the Depositories as on Friday, May 23, 2025, which was fixed as the Record Date for the purpose of payment of Special (Interim) Dividend.

The Board has also recommended a Final Dividend of '' 3.25 (32.50%) per equity share for the financial year 2025, out of the Profits for the financial year ended March 31, 2025. The Final Dividend, if approved by the shareholders at the ensuing 18^th Annual General Meeting of the Company (âAGMâ), shall be payable to those Shareholders whose names appear in the Register of Members / Beneficial Owners as on Friday, May 23, 2025, which has been fixed as the Record Date for the purpose. The Final dividend, if approved at the ensuing AGM, shall be paid/dispatched within the statutory time limit of 30 days from the conclusion of the AGM.

Consequent to the above, the total dividend declared by the Company during the year will amount to '' 6.50/- per equity share on face value of '' 10/- each

i.e., 65% and a Special Dividend of '' 3.00 per equity share on face value of '' 10/- each i.e. 30% for the financial year ended March 31, 2025.

SHARE CAPITAL

Pursuant to the resolution passed by the shareholders of the Company in the 17^th Annual General Meeting of the Company held on August 6, 2024, the Authorized Share Capital of the Company was reclassified from â'' 188,00,00,000 (Rupees One Hundred and Eighty Eight Crores) only divided into 17,30,00,000 (Seventeen Crores Thirty Lakhs) equity shares of '' 10/- (Rupees Ten) each and 15,00,000 (Fifteen Lakhs) 0.01 % Optionally Convertible Cumulative Redeemable Preference Shares of '' 100/- (Rupees One Hundred) eachâ, to â'' 188,00,00,000 (Rupees One Hundred and Eighty Eight Crores) only divided into 18,80,00,000 (Eighteen Crores Eighty Lakhs) equity shares of '' 10/- (Rupees Ten) eachâ.

The paid-up share capital of the Company was '' 1,643,650,410/- divided into 164,365,041 equity shares of '' 10/- each, as on March 31, 2025.

During the year under review, the paid-up equity share capital of the Company has increased from '' 1,627,622,910/- to '' 1,643,650,410/- consequent to issue and allotment of additional equity shares under Employee Stock Option Plans (ESOP) of the Company to the eligible employees. The details of allotment made during the financial year 2025 are as under:

Sr. No.	Particulars of allotment of equity shares	Number of Shares	Date of Allotment	Cumulative number of Shares
	Equity share capital as on April 1, 2024			162,762,291
1.	Pursuant to exercise of options	420,845	September 3, 2024	163,183,136
2.	Pursuant to exercise of options	1,181,905	November 9, 2024	164,365,041
	Equity share capital as on March 31, 2025			164,365,041

(i) CMS CEO Stock Option Plan, 2016

(ii) CMS Employees Stock Option Plan, 2016 and

(iii) CMS Employees Stock Option Plan, 2023

The above Schemes are in compliance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEBSE Regulationsâ). The Nomination and Remuneration Committee of the Board, inter alia, administers and monitors the Stock Option Plans of the Company.

Pursuant to regulation 13 of the SEBI SBEBSE Regulations, the certificate issued by the Secretarial Auditors of the Company certifying that during the previous financial year, all the aforesaid schemes have been implemented in accordance with the SEBI SBEBSE Regulations and in accordance with the resolutions passed by the shareholders of the Company shall be made available for inspection by the Shareholders during the ensuing AGM.

All Options granted under the CMS CEO Stock Option Plan, 2016 have been vested and were fully exercised during the financial year 2024-25. Further, the details, inter alia, prescribed under SEBI SBEBSE Regulations are available on the Company''s website www.cms.com.

DEPOSITS

During the year under review, the Company has not invited, accepted or renewed any deposits from the Public within the meaning of section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company did not give any Loans, Guarantees or make any investment under section 186 of the Act, other than to its wholly-owned subsidiaries.

The particulars of loans and guarantees given, investments made and/ or securities provided by the Company during the year under review are disclosed in the Notes to the Standalone Financial Statements forming part of the Annual Report.

BORROWINGS

The Company did not have any outstanding borrowings as at the end of FY25. CMS continue to focus on managing cash efficiently and ensured that it had adequate non fund based limits (such as Bank guarantee) from Company''s Bankers to facilitate smooth functioning and growth of the business.

The Board does not propose to transfer any amount to the General Reserves for the financial year ended March 31, 2025.

SUBSIDIARIES

As on March 31, 2025, the Company had following 6 subsidiaries:

1. Securitrans India Private Limited

2. CMS Securitas Limited

3. CMS Marshall Limited

4. Quality Logistics Services Private Limited

5. Hemabh Technology Private Limited

6. CMS Info Foundation (a non-profit organization incorporated under section 8 of the Companies Act, 2013)

The Company did not have any joint venture/associate Company(ies) as on March 31, 2025. During the year under review, none of the Companies ceased to be a subsidiary of the Company.

In compliance with section 129(3) of the Companies Act, 2013 (âthe Actâ), the consolidated financial statements of the Company for the FY25 prepared

During the year under review, the Company has not issued any shares with differential voting rights. The Company does not have any scheme to fund its employees to purchase the equity shares of the Company.

in accordance with Ind AS 110-Consolidated Financial Statements and SEBI Listing Regulations is enclosed as a part of the Annual Report.

Further, the salient features of financial statements, performance and financial position of each of the subsidiaries pursuant to the first proviso to section 129(3) of the Act and rule 5 and rule 8(1) of the Companies (Accounts) Rules, 2014, is annexed with the Financial Statements of the Company in prescribed Form AOC -1.

The complete Audited Financial Statements of the Subsidiaries are available on the Company''s website at www.cms.com.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining Material Subsidiaries in accordance with the SEBI Listing Regulations and the Policy is available on the website of the Company and can be accessed using the link: https://www.cms.com/dashboard/uploads/ policies-and-codes/policy-for-determination-of-material-subsidiary.pdf The Company did not have any Material Subsidiary pursuant to the said Policy, during the financial year 2025.

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company''s long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, and based on the approval of the shareholders of the Company, the following Employee Stock Option Plans, were in force during the previous financial year:

CAPITAL EXPENDITURE

Capital Expenditure incurred during the year aggregated to '' 1543.37 Million.

CREDIT RATING

During the year under review, ICRA Limited, an independent and professional investment Information and Credit Rating Agency, reaffirmed the Credit Ratings assigned to various Fund based/Non-Fund based credit limits availed by the Company as â[ICRA] AA , Stable / [ICRA] A1 â. The outlook also remained âStableâ.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has in place a robust process for approval of Related Party Transactions and on dealing with Related Parties. During the previous year, the Company''s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was reviewed and updated by the Board in its meeting held on February 5, 2025, inter alia, to align the same with the latest applicable Laws and Regulations. The revised Policy, as approved by the Board, is available on the Company''s website and can be accessed at https://www.cms.com/corporate. governance/index.

A vast majority of the Related Party Transactions undertaken by the Company during the previous year, were with its wholly owned subsidiaries. During financial year 2025, all the transactions undertaken by the Company with related parties were in the ordinary course of the business and on arm''s length basis, the particulars of which are reported in the Notes to the Standalone Financial Statements. Further, the Company did not enter into any material contract or arrangement or transaction with any of the related parties as referred to in sub- section (1) of section 188 of the Act. Hence disclosure of Related Party Transactions as mandated pursuant to clause (h) of sub-section (3) of section 134 of the Act and rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

BOARD OF DIRECTORS AND BOARD COMPOSITION

As on March 31, 2025, the Board of Directors of the Company comprised of Six (6) Directors consisting of a Woman Non-Executive Chairperson, Executive Vice-Chairman & CEO, one (1) Non-Executive Non Independent Director and three (3) Independent Directors (out of which one is Woman Director). The constitution of the Board of the Company is therefore in compliance with the requirements of section 149 of the Act and regulation 17 of the SEBI Listing Regulations.

Based on the recommendation of the Nomination and Remuneration Committee, the Board had appointed Mr. Sunil Mehta (DIN: 07430 460) as an Additional Director (Independent) of the Company with effect from December 6, 2024. The Board, on the recommendation of the Nomination and Remuneration Committee, had also recommended the appointment of Mr. Mehta as an Independent Director of the Company for a term of five years from the effective date of his first appointment i.e. from December 6, 2024 to December 5, 2029. Based on the aforesaid recommendations, his appointment was thereafter approved by the shareholders of the Company by way of postal ballot on February 17, 2025.

During the year under review, Mr. Jimmy Mahtani (DIN: 00996110) resigned as Non-Executive Nonindependent Director of the due to his preoccupation with other professional commitments with effect from December 9, 2024. The Board places on record its sincere appreciation for the significant and valuable contributions made by Mr. Mahtani during his tenure as Directors of the Company.

Pursuant to the provisions of section 152 (6) of the Act, Mrs. Shyamala Gopinath (DIN: 02362921), Non-Executive Non-independent Director, who being longest in office, is liable to retire by rotation, and being eligible, has offered herself for reappointment. In view of the valuable contributions made by Mrs. Gopinath during her past association with the Company, the Board recommends the reappointment of Mrs. Gopinath as a Non-Executive Non-independent Director of the Company, whose office shall be liable for determination by way of retirement of Directors by rotation.

Subsequent to the closure of the financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Vishnu Jerome (DIN: 05325285) as an Additional Director (Independent) of the Company with effect from April 4, 2025. The Board, on the recommendation of the Nomination and Remuneration Committee, has also recommended the appointment of Mr. Jerome as an Independent Director of the Company for a term of three years from the effective date of his first appointment i.e. from April 4, 2025 to April 3, 2028.

Further, Mr. Tapan Ray (DIN: 00728682) has retired as an Independent Director of the Company on conclusion of his second term on April 8, 2025. The Board places on record its sincere appreciation for the significant and valuable contributions made by Mr. Ray during his tenure as Independent Director of the Company.

Other than the above, there was no change in the composition of Board of Directors during financial year 2025.

On the basis of the written representations received from the Directors, none of the above Directors are

disqualified under section 164 (2) of the Act or any other applicable Laws or Regulations.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming, inter alia, that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act that they continue to meet the criteria of Independence as prescribed under section 149(6) of the Act and regulation 16(1)(b) of the SEBI Listing Regulations as amended. The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving their respective sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of their integrity, expertise, and experience including proficiency in terms of section 150(1) of the Act and applicable rules thereunder.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the Directors individually, including Independent Directors, and the Chairperson of the Board.

Feedback was sought by way of a Structured Questionnaire covering various aspects of the Board''s functioning, such as, adequacy of the composition of the Board and its Committees, board culture, execution and performances of specific duties, obligations and governance.

The performance evaluation of the Non-independent Directors including the Chairperson of the Company and performance of the Board as a whole was also discussed at the separate meeting of the Independent Directors held on March 26, 2025.

The Board members expressed satisfaction with the transparency in terms of disclosures and updating the Independent Directors on key topics impacting the Company.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and

other matters provided under section 178(3) of the Act forms part of the Nomination and Remuneration Policy of the Company. A copy of the Policy is available on the website of the Company and can be accessed at https://www.cms.com/corporate-governance/index

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2025, five (5) meetings of the Board of Directors of the Company were held on the following dates:

1. April 18, 2024

2. May 15, 2024

3. July 24, 2024

4. October 25, 2024

5. February 5, 2025

The intervening gaps between two consecutive meetings were within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

The Board has also constituted various Committees to undertake roles as per the respective terms of reference. The details about constitution and role of various Committees are covered in the Report on Corporate Governance, which forms part of this Board''s Report.

AUDIT COMMITTEE

In compliance with the requirements under section 177 read with section 134(3) of the Act and the rules framed thereunder, the Board of Directors of the Company have constituted an Audit Committee, the composition and terms of reference which are in alignment with the requirements of the Act and the SEBI Listing Regulations. Further details on Audit Committee are given in Report on Corporate Governance forming part of this Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 were as under:

â¢ Mr. Rajiv Kaul, Exec. VC & CEO

â¢ Mr. Pankaj Khandelwal, President & Chief Financial Officer

â¢ Mr. Debashis Dey, Company Secretary & Compliance Officer

During the year under review there was no change in the Key Managerial Personnel of the Company.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Act,

read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure 2.

The statement required under section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. However, pursuant to second proviso to section 136(1) of the Act, the Annual Report is being sent to the Shareholders excluding the aforesaid Statement. Any Shareholder interested in obtaining the copy of said statement may write to the Company Secretary at the Registered Office of the Company at T-151, 5^th Floor, Tower No. 10, Railway Station Complex, Sector 11, CBD Belapur, Navi Mumbai - 400614, e-mail ID: [email protected].

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2025, the Company has duly complied with the applicable mandatory Secretarial Standards i.e. SS-1 relating to âMeetings of the Board of Directorsâ and SS-2 relating to âGeneral Meetingsâ issued by the Institute of Company Secretaries of India.

CMS strives to voluntarily comply with all the nonmandatory secretarial standards (i.e. SS-3 to SS-10), to the extent applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of clause B of Schedule V read with regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report for the financial year 2025, is appended to this Board''s Report.

CORPORATE GOVERNANCE

CMS is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. The Company has adopted high standards of Corporate Governance with a very competent Board having diverse experience.

A separate section on Corporate Governance stipulated under clause C of schedule V read with regulation 34 of SEBI Listing Regulations forms part of this Boards Report.

A Certificate from M/s. M Siroya and Company, Secretarial Auditors of the Company, confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is also appended as an annexure to the said Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Act read with rule 5 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility (CSR) Committee. Mr. Rajiv Kaul, Exec. VC & CEO is the Chairman of CSR Committee and Mrs. Shyamala Gopinath, Ms. Sayali Karanjkar and Mr. Krzysztof Wieslaw Jamroz are presently the members of the CSR Committee.

The CSR Committee has formulated a CSR Policy and has approved the activities undertaken by the Company during financial year 2025 on various projects covered under Schedule VII to the Act. For further details regarding the CSR Committee, please refer to the Report on Corporate Governance, which forms a part of this Report.

During the year under review, the Company was required to spend an amount of ''68.35 Million (2% of the average net profit of the last three financial years as determined under section 198 of the Act) on CSR activities against which the Company has spent '' 66.31 Million on various CSR activities during the year. The Company holds '' 2.71 Million as unspent CSR amount, earmarked for identified ongoing CSR projects, which are yet to meet the pre-determined milestones for disbursal. In compliance with section 135(6) of the Act, the Company has opened and deposited the aforesaid unspent amount in a separate bank account within the specified time limit as required.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are detailed in CSR Report which forms part of this Report as Annexure 3 in the format prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to regulation 34 (2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2025, describing the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate annexure and forms part of the Annual Report of the Company. The said Report is also available on the Company''s website and can be accessed at www.cms.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place a robust internal financial control system commensurate with the size of its operations. The Internal Control Systems of the Company comprises of policies and procedures which are designed to ensure sound management of the Company''s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal

utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically audited and also reviewed by the Audit Committee to maintain the highest standards of Internal Control.

Additional details on Internal Financial control and their adequacy are provided in the MD&A Report forming part of this Boards Report.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented mechanisms for periodic risk assessment and management. The Policy, inter alia, provides for constitution of a Risk Management Committee, Risk Philosophy and Risk Management Framework for the Company. The Policy also details the Risk Management Organization and the Risk Management Process of the Company from Risk identification and assessment to development of Risk response and Risk Reporting. The Policy also emphasizes the need for a robust business continuity plan that covers all aspects of its operations.

A copy of the Risk Management Policy is placed on the website of the Company. The Company has also constituted a Risk Management Committee in compliance with the requirements of regulation 21 of the SEBI Listing Regulations. For further details regarding the Risk Management Committee, please refer to the Report on Corporate Governance, which is forming part of this report.

STATUTORY AUDITORS AND AUDITORSâ REPORT

Pursuant to the provisions of section 139 of the Act and the Rules made thereunder M/s. B S R & Co. LLP, Chartered Accountants were re-appointed as the Statutory Auditors of the Company for a further term of 5 (five) consecutive years, to hold office from the conclusion of 16^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting of the Company to be held in the year 2028. Accordingly, M/s. B S R & Co. LLP, Chartered Accountants continues to be the Statutory Auditors of the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of the provisions of the section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s M. Siroya and Company, Practicing Company Secretaries (CP No. 4157), as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the financial year ended March 31, 2025 and to furnish the report to the Board.

The report of the Secretarial Auditor for the financial year 2024-25, in prescribed Form No. MR-3 is annexed herewith as Annexure 1.

Pursuant to section 204 of the Act, regulation 24A of the SEBI Listing Regulations and the recommendation made by the Audit Committee, the Board of Directors of the Company, have in their meeting held on May 19, 2025, recommended the appointment of M/s Siroya and BA Associates, Company Secretaries (Firm Registration no. P2019MH-074300) as the Secretarial Auditors of the Company for a term of five years with effect from the financial year 2025-26.

Proposal seeking approval of the shareholders for the aforesaid appointment forms a part of the Notice convening the 18^th Annual General Meeting of the Company.

QUALIFICATIONS / RESERVATIONS IN THE AUDIT REPORT & SECRETARIAL AUDIT REPORT

None of the said Audit Reports contain any qualification, reservation or material adverse remarks. However, there was a delay in submission of two forms with MCA during the previous financial year due to inadvertence.

Notes to Accounts are self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to sub-section (1) of section 148 of the Act read with rule (3) of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the particulars relating to the utilization of material or labor and other items of cost pertaining to its Manufacturing business, by including the same in the books of account of the Company. However, since the Manufacturing segment is in its nascent stage, the requirement for audit of the Cost Records of the Company, as prescribed under sub-section (2) of section 148 of the Act read with rule 4 of the Companies (Cost Records and Audit) Rules, 2014, is not applicable to the Company.

Notwithstanding the above and with an object to setting up a robust cost record maintenance system in anticipation of expansion in the manufacturing business in the future, the Board of Directors, on the recommendation of the Audit Committee, have re-appointed M/s. S K Agarwal & Associates, Cost Accountants, Mumbai having Firm Registration No. 100322 for conducting the audit of Cost records maintained by the Company for financial year 2026, subject to the ratification of the remuneration payable to them by the shareholders of the Company pursuant to section 148(3) of the Act read with rule 14 of the Companies (Audit and Auditors) Rules, 2014. The Cost Auditors have confirmed that their appointment is within the limits of section 141(3)(g) of the Act and that they are not disqualified from acting as Cost Auditors.

INTERNAL AUDIT

Pursuant to the provisions of section 138 of the Act read with rule 13 of the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee at their meeting held on July 24, 2024, M/s. Grant Thornton Bharat LLP, were appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2024-25. Necessary actions were initiated by the management wherever suggested by the Internal Auditors for further strengthening of the internal controls of the Company. The Audit findings were directly reported by the Internal Auditors to the Audit Committee.

REPORTING OF FRAUDS

In view of the nature of business of the Company, which involves handling substantial cash volumes of ~ '' 14 Lakhs Crores per annum, CMS is inherently exposed to various security risks, including armed robbery, theft, fraud, and embezzlement. The Company is managing ~150K ATM Retail touch points and over 97% districts of India. Consequently, during the previous financial year, certain incidences of cash embezzlements by few employees, who were involved in business operations of the Company, were detected as detailed below:

There were 28 instances of cash embezzlements aggregating to '' 217.22 Million reported during FY 25 (FY24: '' 120.53 Million).

Out of the above, the Company has recovered '' 31.96 Million (FY24: '' 52.59 Million), and '' 24.88 Million has been written off (FY24: '' 22.65 Million).

Except above, no other embezzlements/ frauds have been reported by Statutory Auditors, Cost Auditors or Secretarial Auditors to the Audit Committee of the Company.

The Management continues to invest in additional security measures to mitigate such instances in future.

VIGIL MECHANISM / WHISTLE - BLOWER POLICY

The Company has put in place a Whistle-Blower Policy and has established the necessary Vigil Mechanism for Directors and employees, to report their genuine concerns about unethical behavior in terms of section 177(9) of the Act and regulation 22 of SEBI Listing Regulations. During the financial year 2025, no complaint was received by the Company under the Whistle Blower Policy.

This policy is available on the Company''s website and can be assessed at www.cms.com.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

CMS gives prime importance to the dignity and respect of each of its employees irrespective of their

gender/hierarchy and expect responsible conduct and behavior on the part of employees at all levels.

Providing a safe and congenial work environment for all employees is an integral part of the Company''s Code of Conduct.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has adopted a Policy for the prevention of Sexual Harassment at workplace. All employees as well as contractual staff, temporary, trainees are covered by this policy.

The Company has constituted Internal Complaints Committee (ICC) as mandated under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Allegations of Sexual harassment reported are expeditiously and discreetly investigated by the ICC and disciplinary action, if required or recommended by the ICC, is taken in accordance with the Policy.

There was no complaint of sexual harassment received by the Company during the financial year 2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

(A) Conservation of energy:

(i) t he steps taken or impact on conservation of energy:

The operation of the Company is not energy intensive. However, we endeavor to support the environment and minimize consumption of energy in our offices. The Company has started installing sensor-based light switches in workstations and washroom areas and replaced all CFL lighting with LEDs in offices to reduce energy consumption.

(ii) the steps taken by the Company for utilizing alternate sources of energy:

Since the Company uses limited energy mostly for its office premises, which are spread across India, utilization of alternate sources of âgreenâ energy is not feasible at present.

The Company is introducing a âgreen fleetâ vehicles in various cities in a phased manner by shifting from Diesel to BS VI compliant CNG engines and integrating the same into the overall cash management services. Thereby transitioning to clean fuels, which will help the Company to reduce its Scope 3 Green House Gas (âGHGâ) Emissions.

(iii) the capital investment on energy conservation equipments:

During the year the Company leveraged the existing infrastructure for energy conservation and did not incur any additional capital investment on the same. However, the Company is constantly evaluating meaningful investment opportunities for energy conservation and feasibility studies.

(B) Technology absorption-

(i) the efforts made towards technology absorption:

â¢ The Company utilizes BS-VI certified security vans to facilitate transportation of cash as âCash Carry Vansâ for providing cash management services which are compliant with the directives of Ministry of Home Affairs (MHA) and the Reserve Bank of India (RBI).

â¢ The Company utilizes Vision AI Solution to reduce and monitor the energy consumption of AC and its facilities. The use of motion sensors and relays result in optimization of energy used, consequently reducing GHG emissions.

â¢ Additionally, the Company has installed sensor-based light switches in workstations and washroom areas and replaced all CFL lighting with LEDs in offices to reduce energy consumption, consequently reducing GHG emissions.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

Purchase of new environment friendly vehicles have resulted in the following benefits:

1) Engines compliant with BS-VI norms will reduce nearly 25% of Nitrogen Oxide (NOx) emission in petrol vehicles and a substantial 70% in diesel vehicles.

2) Technological upgrades have been made with extensive field tests in Indian driving conditions.

3) The newly acquired vehicle engines have an advanced exhaust and increased durability.

4) The BS-VI compliant engine ensures compliance with more stringent limits on NonMethane Hydrocarbon (NMHC) emissions.

5) The vehicles also features On-Board Diagnostics (OBD) systems which facilitates monitoring pollution levels.

6) Real Driving Emission (RDE) in the Vehicles aids in checking emission in real-world conditions and not just testing conditions.

7) The new BS-VI compliant vehicles also come with Diesel Particulate Filter (DPF) and the Selective Catalytic Reduction (SCR) which will now monitor the emission levels (not present in the earlier BS-VI vehicles).

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(iv) the expenditure incurred on Research and Development:

The Company has developed an inhouse ALGO AIoT - Advanced Remote Monitoring Solution, which brings a new dimension to business and provides critical insights powered by AI (Artificial Intelligence) and IoT (Internet of Things) and driven by RPA (Robotic Process Automation) for the prevention of critical threats. With the evolution of advanced remote monitoring systems, our clients can now address their surveillance concerns 24X7 while also unleashing a new world of business insights to boost the performance and efficiency of its businesses.

During financial year 2025, further incremental improvement was incorporated in the solution.

The Company operates only in the domestic market hence does not earn in foreign currency. The particulars of earnings and expenditures in foreign currency during the financial year 2025 are as detailed below:

Foreign Exchange Earnings (in '' Million) - Nil

Foreign Exchange Outgo (in '' Million) -'' 2397.10 Million

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the Annual Financial Statements for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed and no material departures have been made for the same;

b) we 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 ended on March 31, 2025 and of the profit and cash flow of the Company for the period ended March 31, 2025;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts for the year ended March 31, 2025 on a going concern basis;

e) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER STATUTORY DISCLOSURES:

â¢ Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Act read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the financial year 2024-25 in Form MGT-7 is available on the website of the Company and can be accessed at www.cms.com.

â¢ Investor Education and Protection Fund:

The Company was not required to transfer any amount to the Investor Education and Protection Fund under section 125 of the Act during financial year 2025.

â¢ Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future, if any.

No significant or material orders were passed by any regulator or court or tribunal which impact the going concern status and Company''s operations in future.

â¢ The details of application made or any proceeding(s) pending under the Insolvency and Bankruptcy Code, 2016 (âIBCâ) during the year, if any, along with its status as at the end of financial year

There was no application made or any proceeding pending under IBC against the Company during the financial year 2024-25.

â¢ The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof. There was no one-time settlement done by the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute âforwardlooking statementsâ within the meaning of applicable Laws and Regulations. Actual Results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors takes this opportunity to thank and express its sincere gratitude to all the stakeholders of the Company viz., shareholders, customers, vendors, bankers, business associates, regulatory authorities, Central and State Government departments, local authorities and the society at large for their consistent support and co-operation to the Company during the financial year.

Your Board of Directors thank the Shareholders and investors for their confidence in the Company.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

Mar 31, 2023

Your Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

Summary of the operations of the Company on standalone and consolidated basis for the financial year ended March 31, 2023 is as follows:

(Rs.in Million)
Particulars	Standalone		Consolidated
Particulars	2023	2022	2023	2022
Revenue from Operations	17,038.04	14,076.69	19,147.30	15,896.71
Total Expenditure	13,655.00	11,362.40	15,284.31	12,961.36
Net Profit Before tax	3,650.81	2,849.20	4,010.17	3,014.45
Profit for the year	2,754.07	2,134.68	2,972.36	2,240.38
Equity Share Capital	1,544.00	1,531.53	1,544.00	1,531.53
Other Equity	13,423.11	10,587.57	14,080.55	11,029.77
Net Block	7,527.17	6,372.33	8,693.31	7,503.56
Net Current Assets	6,001.68	4,044.27	7,139.78	5,226.94
Cash and Cash Equivalents (including bank balances)	1,047.55	956.04	1,562.52	1,417.77
Earnings per Share
(Basic) (in C)	17.90	14.35	19.31	15.07
(Diluted) (in C)	17.30	13.66	18.67	14.33

The Company has delivered a strong Operational and Financial performance for the financial year ended March 31,2023. The Standalone revenue from operations at H 17,038.04 million represents an increase of 21% over the previous year. During the year under review, your Company has reported a Profit before tax of H 3,650.81 million on standalone basis as compared to H 2,849.20 million in the previous year. Net profit grew to H 2,754.07 million in 2022-23 from H 2,134.68 million in FY22.

Further, your Company''s consolidated revenue from operations is H 19,147.30 million, representing an increase of 20% over the previous year. During the year under review, your Company has reported a consolidated Profit before tax of H 4,010.17 million as compared to H 3,014.45 million in the previous year. Consolidated Net profit for the year of H 2,972.36 million, represents an increase of 33% over the previous year.

BUSINESS OVERVIEW/COMPANYâS PERFORMANCE:

Your Company is one of India''s leading business services companies and India''s largest Cash Management company based on number of ATM points and number of retail pick-up points as of March 31, 2023 and offers its customers a wide range

of tailored Cash Management and Managed Services solutions, including ATM network management, Retail Management and Managed Services. The Company manages the entire flow and management of money for the 1,24,000 business points that it serves every day - from when the RBI initially deposits cash in the bank''s currency chests, to when cash is deposited back in banks after going through the various stages of the cash cycle.

CASH MANAGEMENT BUSINESS

Your Company is the leading Cash logistics Company with market leadership across all segments of the industry. Your Company has seen strong volume growth across all businesses and total business points for Cash Management across ATM and Retail Cash Management have grown from 1,13,000 in March 2022 to 1,24,000 by March 2023, translating into an annual growth of 10%.

MANAGED SERVICES BUSINESS

Managed Services business of your Company continued its growth trajectory led by order book execution. The company further expanded its order book by wins of H 9,500 million during the fiscal year. Brown Label ATMs (BLA) deployed by your Company continue to show very robust transaction trends driven by high uptime,

given fully integrated nature of operations. Further, the total ATMs under BLA and Managed Services expanded from 12,000 ATMs in FY22 to 18,000 in FY23 led by large wins in Managed Services (Asset Light ATM Management) with Public sector and Private sector Banks.

NEW MANUFACTURING FACILITY

Your Company has set up a new manufacturing facility at Chennai for manufacturing of Banking Automation Products such as ATM and Kiosk. This facility will create new opportunities for growth and expansion of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the FY23 are prepared in accordance with the provisions of the Companies Act, 2013 (âActâ) and Ind AS 110-Consolidated Financial Statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

Your Directors have pleasure in attaching the audited consolidated financial statements pursuant to Section 129(3) of the Act and Regulation 34 of Listing Regulations. The Audited Consolidated Financial Statements forms part of the Annual Report.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode except 5 Equity Shares which are held in physical mode as on March 31, 2023. The ISIN of the Equity Shares of your Company is INE925R01014.

DIVIDEND

Your Directors are pleased to recommend a final dividend of H 4.75/- per equity share on face value of C10/- each i.e., 47.50% for the financial year ended March 31, 2023. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, shall be payable to those Shareholders whose names appear in the register of Members as on the Record Date.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of Listing Regulations the top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company had formulated and adopted its Dividend Distribution Policy, which is available on the Company''s Website at www.cms.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

SUBSIDIARIES

As on March 31, 2023, the Company has following 6 subsidiaries:-

1. Securitrans India Private Limited

2. CMS Securitas Limited

3. CMS Marshall Limited

4. Quality Logistics Services Private Limited

5. Hemabh Technology Private Limited

6. CMS Info Foundation (non-profit organization) incorporated under section 8 of the Companies Act, 2013 on March 29, 2023

The Company does not have any joint venture/associate Company(ies) as on March 31, 2023. During the year under review, none of the Companies ceased to be a subsidiary of the Company.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure 1 to this Report.

The Audited Financial Statements of the Subsidiaries are available on the Company''s website at www.cms. com.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining Material Subsidiaries and the Policy is available on the website of the Company at www.cms.com. Accordingly, Securitrans India Private Limited is the material subsidiary of the Company.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2023 is H 154,40,00,780/- divided into 15,44,00,078 equity shares of H 10/- each.

During the year under review, the paid-up equity share capital of the Company has increased from H 153,15,27,470/-to H 154,40,00,780/- due to the issue of shares under Employee Stock Option Plans (ESOP) to the eligible employees. The details of allotment made during the FY23 is as under:

Sr. No.	Particulars of allotment of equity shares	Number of Shares	Date of Allotment	Cumulative number of Shares
1.	Equity share capital as on April 1, 2022	15,31,52,747	At the beginning of the FY23	15,31,52,747
2.	Pursuant to exercise of options	5,36,446	May 26,2022	15,36,89,193
3.	Pursuant to exercise of options	3,74,635	August 30, 2022	15,40,63,828
4.	Pursuant to exercise of options	94,250	December 8, 2022	15,41,58,078
5.	Pursuant to exercise of options	1,15,500	December 27, 2022	15,42,73,578
6.	Pursuant to exercise of options	1,26,500	March 6, 2023	15,44,00,078

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company''s long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, the Board of Directors at their meeting held on October 19, 2016 and March 30, 2023 and the members of the Company at the General Meetings held on October 20, 2016 and May 20, 2023 had approved following employee stock option plans:

(i) CMS CEO Stock Option Plan, 2016 (âCEO ESOP 2016â);

(ii) CMS Management Stock Option Plan 2016 (âManagement ESOP 2016â); and

(iii) CMS Employees Stock Option Plan 2016 (âEmployees ESOP 2016â).

(iv) CMS Employees Stock Option Plan 2023 (âEmployees ESOP 2023â).

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors Stock Option Plans of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (âSEBI SBEBSE Regulationsâ).

During the year, the shareholders through postal ballot on December 28, 2022 have amended CEO ESOP 2016, Management ESOP 2016 & Employees ESOP 2016 for change in exercise period and the Company has obtained certificates from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI

SBEBSE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode. Disclosures as required under SEBI SBEBSE Regulations, with respect to the Company''s ESOP Schemes, as on March 31, 2023 are available on Company''s website at www.cms.com.

FIXED DEPOSITS

During the year, your Company has not invited, accepted or renewed any fixed deposits from the Public within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, as on March 31, 2023, there were no principal or interest outstanding in respect thereof.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details of the same are given in the Notes to the Standalone Financial Statements forming part of the Annual Report. All the loans given by the Company to the other entities are towards their business purpose.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

Company with its Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at www.cms.com.

COMPOSITION OF AUDIT COMMITTEE

As required under section 177(8) read with section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition of Audit Committee is in line with the provisions of Companies Act, 2013 and SEBI Listing Regulations, the details of which are given in Corporate Governance report forming part of this Annual Report.

BOARD COMPOSITION

As on March 31, 2023, the Board of Directors of your Company comprises of Eight (8) Directors, consisting of an Executive Vice-chairman, Whole-time Director & CEO, four (4) Non-executive-Non Independent Directors (out of which 1 is a Woman Director), three (3) Independent Directors (out of which 2 are Woman Directors). The constitution of the Board of the Company is in accordance with Section 149 of the Act and Regulation 17 of Listing Regulations.

During the year under review, based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. Rajiv Kaul was re-appointed as Executive Vice-Chairman, Whole-time Director & CEO of the Company for a period of 4.4 years i.e. from April 1, 2023 to July 31, 2027. His re-appointment was approved by the members of the Company by way of postal ballot on May 20, 2023.

During the year under review, pursuant to the approval of shareholders through postal ballot on July 7, 2022, Mr. Tapan Ray (DIN: 00728682) was re-appointed as an Independent Director of the Company for a period of three years effective from April 9, 2022 to April 8, 2025. Other than the above, there were no change in the composition of Board of Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience

including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder.

On the basis of the written representations received from the Directors, none of the Directors are disqualified under Section 164 (2) of the Act.

FINANCE & ACCOUNTS

The Company had NIL borrowings as at the end of FY23. Your Company continued to focus on managing cash efficiently and ensured that it had adequate non fund based limits (Bank guarantee) from Company''s Bankers to facilitate smooth functioning and growth of the business.

CAPITAL EXPENDITURE

Capital Expenditure incurred during the year aggregated to H 1,933.18 million.

CREDIT RATING

During the year, the outlook of credit rating has improved from stable to positive and subsequently ICRA upgraded the Credit Rating to AA (stable) from AA.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Ashish Agrawal (DIN: 00163344), Non-executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of the members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, brief details and expertise of the Director seeking reappointment are given in the Notice convening the AGM and the Corporate Governance Report.

DECLARATION OF INDEPENDENCE

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 the Regulation 16(1)(b) of Listing Regulations as amended. The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performances of the Executive, Non-Executive and Independent Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee.

Feedback was sought by way of a Structured Questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performances of Specific duties, obligations and governance.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures and updating the Independent Directors on key topics impacting the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are as under:

â¢ Mr. Rajiv Kaul, Executive Vice-chairman, Whole-time Director & CEO

â¢ Mr. Pankaj Khandelwal, President & Chief Financial Officer

â¢ Mr. Praveen Soni, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Five (5) meetings of the Board of Directors of the Company were held during the FY23 on the following dates.

1. May 9, 2022

2. July 28, 2022

3. November 1, 2022

4. January 27, 2023

5. March 30, 2023.

The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and Listing Regulations as amended from time to time.

Details about constitution of various Committees required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are covered in Corporate Governance report which forms part of this report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided under Section 178(3) of the Act forms part of the Nomination & Remuneration Policy of the Company. This Policy is available on the website of the Company and can be accessed at www.cms.com.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year, the Company has duly complied with the applicable Secretarial Standards i.e., SS-1 relating to âMeetings of the Board of Directorsâ and SS-2 relating to âGeneral Meetingsâ issued by the Institute of Company Secretaries of India (ICSI).

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report (BRSR) as per Regulation 34 of SEBI Listing Regulations is applicable to the Company. The BRSR for the financial year ended March 31, 2023 describing the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate annexure and forms part of the Annual Report of the Company. The said Report is also available on the Company''s website and can be accessed at www.cms. com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report for the FY23, is appended to this Annual Report.

CORPORATE GOVERNANCE

Your Company is fully committed to follow good Corporate Governance practices and maintain the

highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. Your Company has adopted high standards of Corporate Governance with very competent Board having diverse experience.

A separate section on Corporate Governance stipulated under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

A Certificate from M/s. M. Siroya and Company, Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, is appended as an Annexure to the Corporate Governance Report.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

COST AUDIT

The Board of Directors in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. S K Agarwal & Associates, Cost Accountants, Mumbai having Firm Registration No. 100322 for conducting the audit of Cost Accounting records maintained by the Company for FY24. The Cost Auditors have confirmed that their appointment is within limits of Section 141(3) (g) of Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

STATUTORY AUDITORS AND AUDITORâS REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder M/s. B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of 11^th Annual General Meeting (âAGMâ) of the Company held on September 29, 2018 till the conclusion of the 16^th AGM of the Company to be held for the FY23.

Based on the recommendation of Audit Committee, Board of Directors of your Company at their meeting held on May 23, 2023, have recommended to the members of the Company, re-appointment of M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm

Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a second term of 5 consecutive years from the conclusion of 16^th Annual General Meeting upto the conclusion of the Annual General Meeting to be held for the FY28. The Statutory Auditors have given their consent and have confirmed to the Company that their appointment, if made, the same would be within the limits prescribed under section 141 of the Companies Act, 2013 and they are not disqualified from re-appointment within the meaning of the said Act. The Board recommends the re-appointment of Statutory Auditors of the Company for the approval of the shareholders.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of the provisions of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M. Siroya and Company, Practicing Company Secretaries (CP No. 4157), as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended March 31, 2023 and to furnish the report to the Board.

The report of the Secretarial Auditor for the FY23, in prescribed Form No. MR-3 carrying no qualification/ adverse remarks is annexed herewith as Annexure 2.

Securitrans India Private Limited is the material unlisted subsidiary of the Company for the financial year ended March 31, 2023. In terms of Regulation 24A SEBI Listing regulations read with Section 204 of the Companies Act, 2013, Secretarial Audit of the material unlisted subsidiary has been conducted by Practicing Company Secretary and the said report has also been annexed as Annexure 3.

QUALIFICATIONS/RESERVATIONS IN THE AUDIT REPORT & SECRETERIAL AUDIT REPORT

None of the said Audit Reports contain any qualification, reservation or adverse remarks for the financial year ended March 31, 2023. Notes to Accounts are self explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud committed by the officers and employees against your Company. However, looking at the nature of business of the Company, certain cash embezzlements have been committed by few employees who were involved in business operations of the Company, as detailed below:

There were Eleven instances (FY22: Eleven) aggregating to H 124.78 million (FY22: H 159.59 million) of cash embezzlements have been done by employees of the Company and were reported by the Statutory Auditors.

Out of the above, the Company has recovered H 56.21 million (FY22: H 50.13 million), H 17.89 million written off (FY22: H 31.30 million) and recovery of balance H 50.68 million (FY22: H 78.16 million) is in progress. Except above, no other embezzlements have been reported by Statutory Auditors or Secretarial Auditors to the Audit Committee of the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 is placed on the website of the Company and can be accessed at www.cms.com.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee at their meeting held on May 9, 2022, M/s. Grant Thornton Bharat LLP, were appointed by the Board of Directors to conduct internal audit of the Company for the FY23.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in terms of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report their genuine concerns about unethical behavior.

This policy is available on the Company''s website and can be accessed at www.cms.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under the provisions of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility (CSR) Committee on January 28, 2015. Mr. Rajiv Kaul, Executive Vice-Chairman, Whole-time Director & CEO is the Chairman of CSR Committee and Mrs. Shyamala Gopinath, Ms. Sayali Karanjkar and Mr. Krzysztof Wieslaw Jamroz are presently the members of the CSR Committee.

The CSR Committee has formulated the CSR policy and has recommended the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013.

During the year under review, the Company was required to spend an amount of H 4,77,65,813/- (2% of the average net profit of last three financial years) on CSR activities and the Company has spent H 3,74,10,696/-on the identified CSR activities during the year. The Company has H 87,13,149/- as unspent amount for the CSR activities which are identified as ongoing projects and the unspent amount is arrived after adjusting the excess amount of H 16,41,968/- during the last 2 financial years and after considering admin expenses. The Company has also opened and deposited the unspent amount in a separate bank account within the specified time limit as required.

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

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in Annexure 4 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender/hierarchy and expect responsible conduct and behavior on the part of employees at all levels.

Providing a safe and congenial work environment for all employees is an integral part of the Company''s Code of Conduct.

As per the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, your Company has adopted a policy for the prevention of Sexual Harassment at workplace and has constituted an Internal Committee (IC). All employees as well as contractual staff, temporary, trainees are covered by this policy.

Allegations of Sexual harassment reported are expeditiously and discretely investigated and disciplinary action, if required, is taken in accordance with the policy.

There is no complaint of Sexual harassment received during the FY23.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information pursuant to clause (m) of sub-section (3) of Section 134 of the Act, read with rule 8 (3) of The Companies (Accounts) Rules, 2014 is not given as conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Company had earnings and Expenditures in foreign currency and details are given hereunder:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - Imports - H 58.10 million

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure 5.

The statement containing names of Directors, Key Managerial Personnel and top ten employees, others in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However as per the provisions of the Section 136 of the Act read with subrules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to the Members excluding the aforesaid Statement of particulars of employees of the Company. Any Shareholder interested in obtaining the copy of said statement may write to the Company Secretary at the Registered Office of the Company at T-151, 5th Floor, Tower No. 10, Sector-11, Railway station complex, CBD Belapur, Navi Mumbai -400 614, e-mail ID: [email protected].

INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company. As provided in the SEBI Listing Regulations, the Company also has put in place Risk Management Committee. For other details regarding the Risk Management Committee, please refer to the Corporate Governance Report, which is forming part of this Annual Report.

In Board''s view, there are no material risks which might threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures which are designed to ensure sound management of your Company''s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. An extensive internal audit is carried out by internal audit firm and management internal audit team.

Additional details on Internal Financial control and their adequacy are provided in the MD&A Report forming part of the Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed and no material departures have been made for the same;

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 ended on March 31, 2023 and of the profit and cash flow of the Company for the period ended March 31, 2023;

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

d) they have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

There was no application made or any proceeding pending under IBC during the FY23.

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

There was no one-time settlement during the period under review.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forwardlooking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors take this opportunity to thank and express sincere gratitude to all the stakeholders of the Company viz., shareholders, customers, vendors, bankers, business associates, regulatory authorities, Central and State Government departments, local authorities and the society at large for their consistent support and co-operation to the company during the financial year.

Your Board of Directors thank the Shareholders and investors for their confidence in the Company.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

On Behalf of the Board of Directors of CMS Info Systems Limited

Ashish Agrawal Rajiv Kaul

Director Executive Vice-Chairman, Whole

time Director & CEO

DIN: 00163344 DIN: 02581313

Place: Mumbai Date: May 23, 2023

Mar 31, 2022

Your Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

Summary of the operations of the Company on standalone and consolidated basis for the financial year ended March 31, 2022 is as follows:

('' in Million)
Particulars	Standalone		Consolidated
Particulars	2022	2021	2022	2021
Revenue from Operations	14,076.69	11,309.01	15,896.71	13,060.90
Total Expenditure	11,362.40	9,345.98	12,961.36	10,841.71
Net Profit Before tax	2,849.20	2,106.01	3,014.45	2,377.50
Profit for the year	2,134.68	1,516.77	2,240.38	1,685.23
Equity Share Capital	1,531.53	1,480.00	1,531.53	1,480.00
Other Equity	10,587.57	8,031.95	11,029.77	8,364.76
Net Block	6,372.33	4,401.78	7,503.56	5,330.96
Net Current Assets	4,044.27	3,459.09	5,227.44	4,666.30
Cash and Cash Equivalents (including bank balances)	956.04	1,426.00	1,417.77	1,945.49
Earnings per Share
(Basic) (in '')	14.35	10.25	15.07	11.39
(Diluted) (in '')	13.66	9.98	14.33	11.09

During the year under review, your Company has reported a Profit before Tax of '' 2,849.20 Million on standalone basis as compared to '' 2,106.01 Million in the previous year. Net profit grew to '' 2,134.68 Million in 2021-22 from '' 1,516.77 Million in 2020-21. The revenue from operations is '' 14,076.69 Million as compared to '' 11,309.01 Million in the previous year.

Further, your Company''s consolidated revenue from operations is '' 15,896.71 Million, representing an increase of 22 % over the previous year. During the year under review, your Company has reported a consolidated Profit before Tax of '' 3,014.45 Million as compared to '' 2,377.50 Million in the previous year. Net profit for the year of '' 2,240.38 Million is 33 % increase over the previous year.

HIGHLIGHTS OF HISTORICAL PERFORMANCE PRIOR TO LISTING

During the previous financial year (FY21), while the Indian economy shrank 8%, your Company''s revenues dropped marginally by around 6%, and the Company was still able to expand its EBITDA margins by over 400 bps. In comparison, even though the current financial year was also impacted by the severe second wave of COVID-19 and the threat of third Wave, your Company''s revenue from operations was '' 15,896.71 Million, which is an

FINANCIAL PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2022 Summary of Consolidated Financial Performance

('' in Million)
	FY22	FY21	Inc/(Dec)	Inc/(Dec)
Revenue from Operations	15,896.71	13,060.90	22%	2,835.81
Other operating income	19.56	87.57	-78%	-68.01
Purchase cost	1,537.96	1,796.49	-14%	-258.53
Employee benefits expenses	2,315.45	2,015.84	15%	299.61
Service and security charges	3,207.18	2,651.89	21%	555.29
Vehicle maintenance, hire & fuel cost	1,508.78	1,116.84	35%	391.93
Other expenses	3,329.66	2,543.78	31%	785.88
EBITDA	4,017.24	3,023.63	33%	993.61
Other income (MF gain)	24.70	11.56	114%	13.14
Finance income	34.85	59.19	-41%	-24.34
Finance cost	143.90	82.32	75%	61.58
Depreciation	918.43	634.55	45%	283.88
PBT	3,014.45	2,377.50	27%	636.95
Tax	774.07	692.27	12%	81.80
PAT	2,240.38	1,685.23	33%	555.15
Other comprehensive income	3.77	-1.39	-372%	5.16
PAT after OCI	2,244.15	1,683.84	33%	560.31

The revenue from operations grew at 22% year-on-year basis. Your Company reported an EBITDA of '' 4,017.24 Million, an increase of 33% as compared to the previous financial year. During the year, your Company also reported profit after tax after (OCI) of '' 2,244.15 Million as compared to '' 1,683.84 Million in the previous year, representing an increase of 33%.

The good performance was on account of strong revenue growth and significant improvement in margin across both the Cash Management and Managed Service segments.

('' in Million)
	FY22	% of Revenue	FY21	% of Revenue
Revenue
Cash Management	10,587.72	66.6%	8961.25	68.60%
Managed Service	4,896.29	30.8%	3,641.01	27.88%
Cards	412.70	2.6%	458.64	3.52%
Total Revenue	15,896.71	100.0%	13,060.90	100.0%

The Cash Management business revenue grew at 18% over the previous financial year registering '' 10,588 Million which is driven by growth in points on account of strong market consolidation trends supported by the banks increased preference to high quality cash management companies. Your Company registered a very strong volume and market share growth across all sub business segments and continued to drive automation among various operational processes using technology which has helped to maintain and grow the margins despite very strong inflationary pressures in terms of rising fuel and commodity prices due to unexpected Russia-Ukraine conflict and its broader geo political implications.

The Managed Services business has continued on its strong growth trajectory as its revenues of '' 4,896 Million grew by 34% in this year as compared to the previous financial year. The growth in this segment for this year is on account of execution of order book which your Company had won over the last 12-18 months.

BUSINESS OVERVIEW / COMPANYâS PERFORMANCE:

Your Company is one of India''s leading business services companies and India''s largest cash management company based on number of ATM points and number of retail pick-up points as of March 31, 2022, and offers its customers a wide range of tailored cash management and managed services solutions, including ATM

network management, retail management and managed services. The Company manages the entire flow and management of money for the 1,50,000 business points that it serves every day - from when the RBI initially deposits cash in the bank''s currency chests, to when cash is deposited back in banks after going through the various stages of the cash cycle.

CASH MANAGEMENT BUSINESS

Your Company continues to maintain its market leadership across segments of the cash management industry. In ATM cash management segment, your Company''s market share based on number of ATMs outsourced for cash management increased from 42% as of March 2021 to 47% by March 2022. We also maintained our market leadership in the Retail Cash Management and the Dedicated Cash-in-transit vans segments, with a market share of 36% and 28%, respectively.

Our total business points for cash management have grown from 103,000 in March 2021 to 113,000 by March 2022, an annual growth of 10%.

With the continuous push for compliance implementation, the Company has been able to achieve ~35% RBI & MHA compliance for its business points. Compliance implementation, coupled with easing of lockdowns and opening up of the economy, has also driven improvement in realisations.

We have continued to focus on enhancing route productivity and achieved gains in productivity and fuel efficiency, that demonstrate the sustained improvement in profitability in the segment.

MANAGED SERVICES BUSINESS

Managed Services business has seen a strong growth across segments driven by the partial execution of the '' 20 Billion order book won over the last 18 months and new wins across Brown Label ATMs, Remote Monitoring, Banking automation products and kiosks.

Despite COVID-19 linked supply chain restrictions, your Company has successfully completed the execution of State Bank of India and another public sector bank Brown label ATM deployment. We are pleased to share that ATMs managed by your Company are delivering robust uptime and healthy transactions trend.

As of March 2022, your Company managed over 12,000 ATMs under Brown Label and Managed Services models, up from around 10,000 a year ago and around 6,000 in March 2020.

CMS entered the Remote Monitoring space in FY 2021-

22 through an acquisition which was followed up with two large wins for SBI and a public sector bank for a consolidated order book of over 20,000 sites for remote monitoring. We are pleased to share that we have a state-of-the-art CERT-IN certified Remote monitoring platform that uses AI-driven intelligent technology to monitor more than 10,000 sites across ATMs, bank branches and gold loan NBFC branches. During the last 6 months, remote monitoring set up prevented 108 Thefts, 63 Frauds and alerted four Fires.

CMS REMOTE MONITORING CAPABILITIES

Your Company''s Software Solutions suite also continues to deliver wins with leading banks in the country. A few years ago, we had developed ALGO - world''s first AI-based ATM security software. We are pleased to inform that we are deploying the solution for a large public sector bank''s 7,000 ATMs. In addition, our Multi-Vendor Solution (MVS) also powers ~50,000 ATMs of India''s largest bank, State Bank of India.

In addition, we continue to secure wins in the banking automation solutions business and won orders for kiosks for leading public sector banks.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2021-22 are prepared in accordance with the provisions of the Companies Act, 2013 (âActâ) and Ind AS 110-Consolidated Financial Statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

INITIAL PUBLIC OFFERING

During the year under review, your Company successfully completed its Initial Public Offer (IPO) of 50,925,925 equity shares of face value of '' 10 each for cash at a price of '' 216 per equity share aggregating to '' 1,100 Crores through an offer for sale of 50,925,925 equity shares by Sion Investment Holdings Pte. Limited which constituted 34.41% of post-offer paid-up equity share capital. The bid/offer opening date was December 21, 2021 and the bid/offer closing date was December 23, 2021. The equity shares of the Company were listed on December 31, 2021 and trading on equity shares commenced on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ) on December 31, 2021. Your Directors placed on record their appreciation of contributions made by the entire IPO team especially

in the tough times of the COVID-19 pandemic with all the dedications, diligence and commitment which led to successful listing of the Company''s equity shares on the BSE and NSE. Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode except 5 Equity Shares which are held in physical mode as on March 31, 2022. The ISIN of the Equity Shares of your Company is INE925R01014.

DIVIDEND

The Board of Directors of your Company had recommended on May 4, 2021 an Interim Dividend @ '' 0.62 only per equity share on the entire issued, subscribed and paid up 14,80,00,000 equity shares of nominal value '' 10/- each. The Interim Dividend was accordingly, paid to those shareholders whose names appeared in the Register of Members as on the record date i.e., May 4, 2021.

Further, the Board of Directors of your Company have recommended on October 19, 2021 an Interim Dividend @ '' 0.91 only per equity share on the entire issued, subscribed and paid up 14,80,00,000 equity shares of nominal value of '' 10/- each. The Interim Dividend was accordingly paid to those shareholders whose names appeared in the Register of Members as on the record date i.e., October 19, 2021.

Your Directors are pleased to recommend a final dividend of '' 1/- per equity share on face value of '' 10/- each i.e., 10% for the financial year ended March 31, 2022. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, shall be payable to those Shareholders whose names appear in the register of Members as on the Record Date. Thus, the aggregate dividend for the Financial Year 2021-22 would be '' 2.53/- per share (i.e., 25.30%).

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Listing Regulations the top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company had formulated and adopted its Dividend Distribution Policy, which is available on the Company''s Website at www.cms.com.

CORPORATE OFFICE OF THE COMPANY

Your Directors for the purpose of smooth functioning of Company''s business operation and better coordination

with stakeholders, have set up a Corporate Office of the Company at the following address:-

CMS Info Systems Limited Grand Hyatt Mumbai,

Lobby Level, Off Western Express Highway,

Santacruz East, Mumbai - 400 055

Tel.: 022-48897400

E-mail: [email protected]

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to general reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of the Company.

SUBSIDIARIES

As on March 31, 2022, the Company has 5 subsidiaries, the names of the subsidiaries are given below:-

1. Securitrans India Private Limited

2. CMS Securitas Limited

3. CMS Marshall Limited

4. Quality Logistics Services Private Limited

5. Hemabh Technology Private Limited

The Company does not have any joint venture/associate Company(ies) as on March 31, 2022. During the year under review, none of the companies ceased to be a subsidiary of the Company.

The Audited Financial Statements of the Subsidiaries are available on the Company''s website at www.cms.com pursuant to Section 136 of the Companies Act, 2013.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining Material Subsidiaries and the Policy is available on the

website of the Company at www.cms.com. Accordingly, Securitrans India Private Limited is the material subsidiary of the Company.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2022 is '' 153,15,27,470/- divided into 15,31,52,747 equity shares of '' 10/- each.

During the year under review, the paid-up equity share capital of the Company has increased from '' 148,00,00,000 to '' 153,15,27,470 due to the issue of shares under Employee Stock Option Plans (ESOP) implemented by the Company. The details of allotment made during the year as of March 31, 2022 is as under:

Sr. No.	Particulars of allotment of equity shares	Number of Shares	Date of Allotment	Cumulative number of Shares
1	Existing equity share capital	14,80,00,000	Existing	14,80,00,000
2	Pursuant to exercise of options	45,74,376	February 4, 2022	15,25,74,376
3	Pursuant to exercise of options	5,78,371	March 12, 2022	15,31,52,747

During the year under review, the Company has not issued any shares with Differential voting rights. The Company has neither issued Sweat Equity shares nor bought back any shares. The Company does not have scheme to fund its employees to purchase the equity shares of the Company.

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company''s long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, the Board of Directors at their meeting held on October 19, 2016 and the members of the Company at the General Meeting held on October 20, 2016 had approved following employee stock option plans:

(i) CMS CEO Stock Option Plan, 2016 (âCEO ESOP 2016â);

(ii) CMS Management Stock Option Plan 2016 (âManagement ESOP 2016â); and

(iii) CMS Employees Stock Option Plan 2016 (âEmployees ESOP 2016â).

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors Stock Option Plans of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (âSEBI SBEBSE Regulationsâ).

During the year, the Board of Directors at their meeting held on August 10, 2021 have amended CMS Management Stock Option Plan 2016 and the number of options were increased from 19,73,333 to 25,19,366 and the exercise price stood increased from '' 123/- to '' 165/-.

Further, since the Company was intending to list its securities by way of an Initial Public Offer, the Employees ESOP Plan 2016 was amended and approved by the Board and Shareholders on August 13, 2021 empowering the Nomination and Remuneration Committee to determine the performance criteria for each financial year and relax such criteria wherever required for the purpose of vesting the stock options to the eligible employees.

Pursuant to the approval of the Board and the Shareholders'' at their meetings held on September 10, 2021, ESOP plans of the Company were amended and replaced in entirety in order to align them with SEBI SBEBSE Regulations.

Further, based on the recommendation of Nomination and Remuneration Committee at their meeting held on October 28, 2021, the Board further amended the ESOP exercise period of vested options in ESOP plans/ Policies of the Company.

In terms of the Regulations 12(1) of the SEBI SBEBSE Regulations, for making any fresh grants under the Employees ESOP 2016, the Company''s Employees ESOP 2016 was required to be ratified by the shareholders of the Company. Accordingly, the same was ratified by the Board at its meeting held on February 4, 2022 and approved by the Shareholders through a Postal Ballot on March 15, 2022.

The Company has obtained certificates from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI SBEBSE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode. Disclosures as required under SBEBSE 2021, with respect to the Company''s ESOP Schemes, as on March 31, 2022 are available on our website at www.cms.com.

ALTERATION OF ARTICLES OF ASSOCIATION

The Board at its meeting held on August 10, 2021 have altered and adopted an amended set of new Articles of Association of the Company in order to confirm with the requirements prescribed by the Stock Exchanges. The amended and new set of Articles of Association was approved by the Shareholders at their meeting held on August 13, 2021.

Further, the Articles of Association of the Company was divided into Part âAâ and Part âBâ. While, Part âAâ contains regulations for the overall internal management of the Company and Part âBâ pertains to regulations containing the Sion Investment Holdings Pte Limited''s rights. Upon listing and commencement of trading of equity shares of the Company on the Stock Exchanges, BSE and NSE from December 31, 2021, Part B of the Articles of Association automatically stands terminated and cease to be in force. Accordingly, the existing Articles of Association of the Company was altered to give effect to the same and was approved by the Board at its meeting held on February 4, 2022 and also passed by requisite majority of the Shareholders through Postal Ballot on March 15, 2022.

DEPOSITS

During the year, your Company has not invited, accepted or renewed any deposits from the Public within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, as on March 31, 2022, there were no principal or interest outstanding in respect thereof.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the transactions with related parties were in the ordinary course of the business and on the arm''s length basis and are reported in the Notes to the Standalone Financial Statements. Prior Omnibus approval of the Audit Committee is obtained for Contracts which are repetitive in nature. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

Your Company has amended the Related Party Transaction Policy in line with the notification issued by SEBI and the amended Related Party Transaction Policy was approved by the Audit Committee and the Board at their meetings held on February 4, 2022. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at www.cms.com.

BOARD OF DIRECTORS Board composition

As on March 31, 2022, the Board of Directors of your Company comprises of Eight (8) Directors consisting of Executive Vice-chairman, Whole-time Director & CEO, four (4) Non-executive-Non Independent Directors (out of which 1 is a Woman Director), three (3) Independent Directors (out of which 2 are Woman Directors). The constitution of the Board of the Company is in accordance with Section 149 of the Act and Regulation 17 of Listing Regulations.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 (2) of the Act.

EXTENSION OF APPOINTMENT OF CEO AND WHOLE-TIME DIRECTOR

During the year under review, the Board at their meeting held on September 10, 2021 had approved the extension of employment contract of Mr. Rajiv Kaul (DIN: 02581313) as Chief Executive Officer and Whole-time Director of the Company for the period from April 1, 2022 to March 31, 2023, on non-rotational basis. The same was also approved by the shareholders at their meeting held on September 10, 2021.

APPOINTMENT OF DIRECTORS

During the year under review, pursuant to the approval of shareholders at their meeting held on April 9, 2021, Mr. Tapan Ray (DIN: 00728682) was appointed as a Non-executive Independent Director of the Company for a period of one year effective from April 9, 2021 to April 8, 2022.

Mr. Krzysztof Wieslaw Jamroz (DIN: 07462321) was appointed as Non-executive Non-independent Director on August 10, 2021 by the Board of Directors followed by the approval of the Shareholders at their meeting held on August 13, 2021.

Further, the Board at their meeting held on December 31, 2021 have appointed Mrs. Manju Agarwal and Ms. Sayali Karanjkar as Non-executive Independent Directors

on the Board with effect from January 1, 2022 for a period of two years effective from January 1, 2022 to December 31, 2023. Further, the appointment of Mrs. Manju Agarwal and Ms. Sayali Karanjkar as Non-executive Independent Directors of the Company was also approved by requisite majority of the Shareholders through Postal Ballot on March 15, 2022.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Directors on the Board.

APPOINTMENT OF MRS. SHYAMALA GOPINATH (DIN: 02362921) AS DIRECTOR AND CHAIRPERSON OF THE BOARD & THE COMPANY

Mrs. Shyamala Gopinath has successfully completed her tenure as an Independent Director and Chairperson of the Company on December 31, 2021. The Board placed on record its appreciation for the valuable contribution and guidance extended by Mrs. Gopinath during her tenure as an Independent Director and Chairperson of the Company.

Your Directors, acknowledge the fact that the Company was required to have a full-fledged Chairperson & looking at the experience Mrs. Gopinath, the Board decided to continue her services as a Non-executive Director. Accordingly Mrs. Shyamala Gopinath was appointed as an Additional Director (Non-executive) with effect from January 1, 2022, and also appointed as the Chairperson of the Board as well as the Company. Mrs. Gopinath''s appointment as Additional Director (Non-executive) was also approved by requisite majority of the Shareholders through Postal Ballot on March 15, 2022.

DIRECTORS RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Jimmy Lachmandas Mahtani (DIN: 00996110), Non-executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of the members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, brief details and expertise of the Director seeking reappointment are given in the Notice convening the AGM and the

Corporate Governance Report

DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149 & 152 of the Act read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a maximum term of five years and are not liable to retire by rotation.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and confirms that they meet with the criteria of independence as prescribed under the amended provisions of Regulation 16(1)(b) of Listing Regulations effective January 1, 2022. The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, commission if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

FAMILIARIZATION PROGRAM

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarization Program to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization program conducted during the financial year under review are explained in the Corporate Governance Report. The same is also available on the Company''s website at www.cms.com

FORMAL ANNUAL EVALUATION

Pursuant to the applicable provisions of the Act and Listing Regulations, the Board of Directors of your Company have carried out Annual performance evaluation of:

a) Their own performance as a whole;

b) Individual Directors Performance;

c) Chairperson of the Company and

d) Performance of all Committees of the Board.

The performance of the Board as a whole and its committees for financial year 2021-22 was evaluated

by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. The performance of the Board and its committees was evaluated based on the response received from the individual Directors to the questionnaire.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on December 24, 2021, inter alia, to review;

(i) the performance of Non-independent Directors (including the Chairperson)

(ii) the functioning of the Board with specific reference of timely receipt of Agenda notes, quality of the agenda notes, quality of presentation, follow up of minutes and action required points etc.

(iii) the functioning of the Chairperson of the Board with reference to meeting conducted, guidance provided, adequate opportunity given to all the members to express their views, including reservations (if any) etc. and

(iv) to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Board reviewed and analyzed the responses to the evaluation forms and accordingly completed the Board evaluation process for FY 2021-22 and expressed their satisfaction with the evaluation process.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are as under:

â¢ Mr. Rajiv Kaul, Executive Vice-chairman, Whole-time Director & CEO

â¢ Mr. Pankaj Khandelwal, President and Chief Financial Officer

â¢ Mr. Praveen Soni, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Ten (10) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance,

which forms part of this Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings, Listing Regulations and pursuant to the relaxations issued by SEBI Circular dated April 29, 2021 as amended from time to time.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various mandatory committees, as per the provisions of the Act and Listing Regulations and as a part of better corporate governance practices, the terms of reference and the constitution of those committees are in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following mandatory Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in detail in the âCorporate Governance Reportâ of the Company which is presented in a separate section and forms part of the Annual Report of the Company. Brief details of committees are mentioned herein below:

a) Audit Committee

As required under Section 177 (8) of the Act and the rules framed thereunder read with Regulation 18 of Listing Regulations, the Composition of the Audit Committee is in line with the provisions of the Companies Act, 2013 and Listing regulations.

The Audit Committee comprises of Mr. Tapan Ray, Mrs. Manju Agarwal and Mr. Ashish Agrawal as its Members. The Committee comprises of majority of Independent Directors with Mr. Tapan Ray being the Chairman. Mr. Rajiv Kaul is permanent invitee to the said committee. Five (5) Audit Committee Meetings were held during the year under review.

Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. During the year under review, all recommendations

made by the Audit Committee were accepted and approved by the Board.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Tapan Ray, Mr. Jimmy Lachmandas Mahtani and Mrs. Manju Agarwal as its members. Mr. Rajiv Kaul is the permanent invitee to the said Committee. Four (4) meetings of the Nomination and Remuneration Committee were held during the period under review. Further details relating to the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

c) Stakeholdersâ Relationship Committee

The Stakeholders'' Relationship Committee comprises of Mr. Tapan Ray, Mr. Rajiv Kaul, Mrs. Shyamala Gopinath and Mr. Krzysztof Wieslaw Jamroz as its members. One Meeting of the Stakeholders'' Relationship Committee was held for the year under review on May 6, 2022. Further, details pertaining to Stakeholders'' Relationship Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. Rajiv Kaul, Mrs. Shyamala Gopinath, Mr. Krzysztof Wieslaw Jamroz, Ms. Sayali Karanjkar as its members. For the period under review, the Company held one meeting of Corporate Social Responsibility Committee on February 4, 2022. Further details relating to the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

e) Risk Management Committee

The Risk Management Committee comprises of Mrs. Shyamala Gopinath, Mr. Ashish Agrawal, Mr. Krzysztof Wieslaw Jamroz, Mr. Tapan Ray and Mr. Pankaj Khandelwal as its members, Mr. Rajiv Kaul is the permanent invitee to the said Committee. For the year under review, the Risk Management Committee Meeting was held on May 6, 2022. Further details relating to the Risk Management Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Policy on Directors'' appointment and remuneration

including criteria for determining qualifications, positive

attributes, independence of a Director and other matters

provided under Section 178(3) of the Act forms part of the Nomination and Remuneration Policy of the Company. This Policy is available on the website of the Company and can be accessible at www.cms.com

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Directors state that applicable Secretarial Standards i.e., SS-1 relating to âMeetings of the Board of Directorsâ and SS-2 relating to âGeneral Meetingsâ have been duly complied with by the Company.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as per Regulation 34 of SEBI Listing Regulations is applicable to the Company. The Business Responsibility Report for the financial year ended 2021-22 is given in a separate section and forms part of the Annual Report of the Company. The said Report is also available on the Company''s website and can be accessed at www.cms.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of your Company, details about the economy, business performance review of the Company''s businesses and other material developments during the financial year 2021-22, is appended to this Annual Report.

CORPORATE GOVERNANCE

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz., integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company has adopted high standards of Corporate Governance with very competent Board having diverse experience.

A separate section on Corporate Governance stipulated under Regulation 34 of Listing Regulations forms part of this Annual Report and is appended herewith to this Report.

A Certificate from M/s. M. Siroya and Company, Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations, is appended as an Annexure to the Corporate Governance Report.

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

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

MAINTENANCE OF COST RECORDS

During the period under review, provisions of Rule 8(5) (ix) of The Companies (Accounts) Rules, 2014 read with Section 148(1) of the Act and rule 3 and 4 of The Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A EXECUTIVE VICE-CHAIRMAN & CEO FROM THE COMPANYâS HOLDING OR SUBSIDIARY COMPANY

Mr. Rajiv Kaul, Executive Vice-chairman and Chief Executive Officer of the Company has not received any remuneration/commission during the year ended March 31, 2022 from holding or subsidiary company of the Company. For detailed arrangement between Mr. Kaul and the Vault Co-Investment Vehicle L.P., a Limited Liability Partnership incorporated by the ultimate promoter of the Company, i.e., Baring Private Equity Asia GP VI Limited, kindly refer note no. 40 of the financial statement for issuance of certain units in Vault L.P. to Mr. Kaul.

AUDITORS & REPORTS

Statutory Auditors and Auditorâs Report:

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder M/s. B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of 11^thAnnual General Meeting (âAGMâ) of the Company held on September 29, 2018 till the conclusion of the 16^thAGM of the Company to be held for the financial year 2022-23. They have confirmed to the Company that they are not disqualified to act as the Statutory Auditors of the Company.

The Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and do not call for any further comments.

Secretarial Auditor and their report:

In terms of the provisions of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company

has appointed M/s M Siroya and Company, Practicing Company Secretaries (CP No. 4157), as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended March 31, 2022 and to furnish the report to the Board.

The report of the Secretarial Auditor for the financial year 2021-22, in prescribed Form No. MR-3 carrying no qualification/adverse remarks is annexed herewith as Annexure 2.

Securitrans India Private Limited is the material unlisted subsidiary of the Company for the financial year ended March 31, 2022. In terms of Regulation 24A of Listing Regulations read with Section 204 of the Companies Act, 2013, Secretarial Audit of the material unlisted subsidiary has been conducted by Practicing Company Secretary and the said report has also been annexed as Annexure 3. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors:

During the year under review, no fraud has been committed by the officers and employees against your Company. However, looking at the nature of business of the Company, certain cash embezzlements have been committed by few employees who were involved in business operations of the Company, as detailed below:

There were Eleven instances (FY21: Seven) aggregating to '' 159.59 Million (FY21: '' 74.84 Million) of cash embezzlements have been done by employees of the Company and were reported by the Statutory Auditors. Out of the above, the Company has recovered '' 50.13 Million (FY21: '' 23.66 Million), '' 31.30 Million written off (FY21: '' 10.35 Million) and recovery of balance '' 78.16 Million (FY21: '' 40.83 Million) is in progress.

Except above, no other embezzlements have been reported by Statutory Auditors or Secretarial Auditors to the Audit Committee of the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return in Form MGT-7 is placed on the website of the Company and can be accessed at www.cms.com.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee at their meeting held on May 25, 2021, M/s. Grant Thornton

Bharat LLP, were appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2021-22.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company''s website at www.cms.com

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report their concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee.

The Company has a Vigil Mechanism in place, under which the employees are free to report violations of applicable laws and regulations. The Audit Committee Chairman''s office address and process to communicate with him is provided under the Policy for ease of access to persons intending to use the Whistle Blower framework.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected, and they shall not be subject to any discriminatory practices. This policy is available on the Company''s website at www.cms.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 which came into effect from January 22, 2021, the revised CSR Policy, formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors on February 4, 2022 is available on the Company''s website at www.cms.com.

During the year under review, the Company was required to spent '' 3,71,55,794/- (2% of the average net profit of last three financial years) on CSR activities. However, the Company has voluntarily spent an amount of '' 3,73,56,000/- towards CSR expenses.

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

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in Annexure 4. in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

As per the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, your Company has adopted a policy for the prevention of Sexual Harassment at workplace and has constituted an Internal Complaints Committee (ICC).

All employees as well as contractual staff, temporary, trainees are covered by this policy.

No complaints were received during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

FOREIGN EXCHANGE EARNINGS AND OUTGO

Company had earnings and Expenditures in foreign currency and details are given hereunder:

Foreign Exchange Earnings (in '' Million ) - Nil

Foreign Exchange Outgo (in '' Million) - Imports -1,127.92 Million

PARTICULARS OF EMPLOYEES

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to the Members excluding the aforesaid annexure to all Shareholders of the Company. Any Shareholder interested in obtaining the copy of said statement may write to the Company Secretary

6 Compliance Officer at CMS Info Systems Limited, T-151, 5^th Floor, Tower No. 10, Sector-11, railway station complex, CBD Belapur, Navi Mumbai - 400 614, e-mail ID: [email protected].

INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act.

RISK MANAGEMENT

As the equity shares of the Company got listed on NSE and BSE on December 31, 2021 and is forming part of the top 1000 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year i.e., March 31, 2022, Regulation 21 of the Listing Regulations with respect to Risk Management Committee has become applicable to the Company. The Board of Directors have accordingly, constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time.

In Board''s view, there are no material risks which might threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures which are designed to ensure sound management of your Company''s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by internal audit firm and management internal audit team.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2022, the applicable accounting standards had been followed and no material departures have been made for the same;

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 ended on March 31, 2022 and of the profit and loss and cash flow of the Company for the period ended March 31, 2022;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2022 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR There was no application made or any proceeding pending under IBC during the year under review.

There was no one time settlement during the period under review.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward-looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors take this opportunity to thank and express sincere gratitude to all the valuable stakeholders of the Company viz., shareholders, customers, vendors, bankers, business associates, regulatory authorities, Central and State Government Departments, local authorities for their excellent support and co-operation extended by them during the financial year.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

On Behalf of the Board of Directors of CMS Info Systems Limited

Ashish Agrawal Rajiv Kaul

Director Executive Vice-Chairman & CEO

DIN: 00163344 DIN:02581313

Place: Mumbai Date: May 9, 2022

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