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

1. FINANCIAL HIGHLIGHTS:

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

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

2. REVIEW OF OPERATIONS:

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

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

3. CHANGE IN NATURE OF BUSINESS:

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

4. DIVIDEND:

Equity Shareholders

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

Preference Shareholders

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

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

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

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

5. DEPOSITS:

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

6. TRANSFER TO RESERVES:

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

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

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

8. SHARE CAPITAL:

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

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

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

i. Allotment of warrants on preferential
basis:

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

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

ii. Redemption of Preference shares:

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

iii. Allotment of Equity Shares pursuant
to exercise of Warrants

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

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

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

9. STATEMENT OF DEVIATIONS /
VARIATIONS

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

10. EMPLOYEE STOCK OPTION SCHEME
(ESOS):

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

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

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

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

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

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

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

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

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

12. CREDIT RATING:

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

13. DIRECTORS & KEY MANAGERIAL
PERSONNELS (KMPs):

a. Composition of Board of Directors

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

b. Changes in the constitution of the
Board

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

c. Key Management Personnel:

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

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

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

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

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

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

14. BOARD MEETINGS

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

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

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

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

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

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

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

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

15. DECLARATION BY NON-EXECUTIVE
INDEPENDENT DIRECTORS:

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

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

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

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

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

16. DIRECTORS' RESPONSIBILITY
STATEMENT:

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

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

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

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

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

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

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

17. EVALUATION OF THE BOARD'S
PERFORMANCE:

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

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

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

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

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

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

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

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

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

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

20. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

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

21. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

were reviewed by the Audit Committee and
the Board.

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

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

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

23. AUDITORS & AUDITORS' REPORT:

Statutory Auditors:

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

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

Cost Auditors:

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

Internal Auditors

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

Secretarial Auditor

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

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

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

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

24. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

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

25. MAINTENANCE OF COST RECORDS:

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

26. INTERNAL CONTROL SYSTEM AND
THEIR ADEQUACY:

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

27. INTERNAL FINANCIAL CONTROL

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

28. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

30. COMPANY'S POLICIES

Remuneration policy:

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

Vigil Mechanism (Whistle Blower Policy):

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

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

Risk Management:

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

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

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

Nomination And Remuneration Policy

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

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

Policy On Related Party Transactions

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

Policy For Determining Material
Subsidiaries

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

Board Diversity Policy

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

Sexual Harassment Policy:

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

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

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

31. MATERNITY BENEFIT:

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

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

32. DISCLOSURE REQUIREMENTS

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

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

33. CORPORATE GOVERNANCE

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

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

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

34. ANNUAL RETURN:

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

35. COMPLIANCE WITH SECRETARIAL
STANDARDS:

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

36. TRANSFER OF AMOUNT TO IEPF:

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

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

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

38. LISTING ON STOCK EXCHANGE

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

39. DEPOSITORY SYSTEM

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

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

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

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

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

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

42. DETERMINATION OF MATERIALITY OF
INFORMATION & EVENTS

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

43. INSIDER TRADING DISCLOSURE

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

44. HUMAN RESOURCES:

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

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

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

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

45. DISPATCH OF ANNUAL REPORT
THROUGH ELECTRONIC MODE:

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

46. ADDITIONAL INFORMATION

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

47. ACKNOWLEDGEMENT

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

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

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

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

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

Raman Subbarao M R Sheshadri Y S

Managing Director Executive Director & CEO

DIN: 00176920 DIN: 03367545

Raghu Chandrashekhariah

Whole time Director & CFO
DIN: 01065269

Date: 25^th August 2025
Place: Bengaluru