ANNUAL REPORT

Reaching the Last Mile

withOperationalized AI

1
 Annual Report
2022-23

INDEX
Welcome to our Annual Report 2023
____________________________________________________________________________

Board of Directors 3

Management Team 6

Board’s Report 9

Management Discussion and Analysis Report 42

Corporate Governance Report 57

Financial Statements 90

Auditor’s Report & Consolidated Financial Statements 91

Auditor’s Report & Standalone Financial Statements 142

Notice of 24th Annual General Meeting 186

2
Board of Directors
See our executive leadership
and Board of Directors.

3
 Annual Repart
2022-23

Mr. Dharani Raghurama Swaroop, Whole-Time Director

Mr. Dharani Raghurama Swaroop is a senior board member with a vast knowledge of running
businesses and setting them on a growth trajectory. With an experience of nearly three decades in
the IT space, he has begun businesses in multiple geographies like Philippines, Singapore, Malaysia
and US while handling their operations and strategy smoothly. He heads the overall operations in
Asia Pacific and is responsible for the corporate governance and statutory compliances-related
aspects of CT. Prior to his association with CT, Swaroop co-founded a successful IT systems
integration company comprising of more than 150 personnel. He has more than 35 years of
experience in the field of IT Services and Corporate Strategic Planning. Swaroop holds an Electrical
Engineering degree from Jawaharlal Nehru Technological University, India. He is a member of Audit
Committee, Stakeholders Relationship Committee and occupies Chairmanship of Finance
Committee of the Company.

Mr. Chirravuri Subrahmanya Leeladhar – Executive Director & Chief Financial Officer
Mr. Chirravuri Subrahmanya Leeladhar is a Chartered Accountant (CA) and Cost & Works
Accountant (CWA) with more than 30 years of experience in IT, ITES, logistics, petroleum, EPC,
manufacturing and trading sectors. His areas of expertise are corporate finance, IPO, Mergers &
acquisitions, MIS, US GAAP, and taxation. He is associated with Company as CFO since August 09,
2018. He also worked with companies like M/s. Central India Polysters Ltd, LGS global, Shell
petroleum, Sujana Towers, Gold Stone Group, Seaways Shipping & Logistics Ltd and Tenny Jose
Ltd in the past.

Mr. Sridhar Lalpet, Independent Director

Mr. L. Sridhar is a practicing Chartered Accountant with more than 20 years of experience in the
fields of Finance, Accounting, Auditing, Company law and Taxation. Before entering into practice
as CA, he worked as General Manager (Finance) in Sree Rayalaseema Alkalies & Allied Chemical
Limited, a listed Company, as Finance Manager and Company Secretary in Gayatri Starchkem
Limited and Divyashakti Granites Limited, both listed companies. Also worked as Accounts
Manager in Hyderabad Allwyn Limited, an AP State Government Company. He is a graduate, a
fellow member of the Institute of Chartered Accountants of India (ICAI), a fellow member of the
Institute of Company Secretaries of India (ICSI) and also a holder of Diploma in information System
Audit from ICAI. He is also a licentiate in General Insurance from Insurance Institute of India. He is
a member of Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Finance Committee and occupies the Chairmanship in Audit Committee of the Company.

Dr. K. Jayalakshmi Kumari, Independent Director

With a deep passion for teaching, Dr. Jayalakshmi Kumari brings more than 20 years of experience
from the educational sector having worked for leading schools and colleges in Hyderabad.
Presently, she is working with the Nalanda Educational Society as a faculty in the field of social
sciences. With proven ability to constantly challenge and improve existing processes and systems,
she has been participating and rendering voluntary services to many social organizations. Dr.
Jayalakshmi Kumari has a Ph.D. in social sciences, an M.A in Economics, M.A in Political Science,
M.Phil. and M.Ed. She is a member of the Audit Committee and occupies Chairmanship in
Nomination and Remuneration Committee and Stakeholders Relationship Committee of the
Company.

Mr. Stefan Hetges, Director

Stefan joined CT as a part of the acquisition of smartShift, the leading provider of tool-based
modernization of complex IT systems. Stefan started his career as a consultant at Cambridge
Technology Group. In 2001, Stefan acquired the assets of i-Cube from Razorfish in a management
buyout and formed smartShift. Stefan has a Masters in Computer from University of Constance.

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 Annual Repart
2022-23

Ms. Manjula Aleti, Independent Director

Manjula Aleti is a practicing Company Secretary with over 8 years of experience in monitoring of
various compliances under Companies Act 1956/2013, Listing Agreement/SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, FEMA and other statutory laws/regulations
applicable to corporates. She extends a wide variety of Corporate services in the present day
competitive global and economic scenario, gives expert opinions and advice on all the matters of
Corporate Laws, represents corporates before Registrar of Companies, Regional Director and RBI.
She also acts as Secretarial Auditor for Listed Companies. Manjula is a Law Graduate from Osmania
University, a fellow member of the Institute of Company Secretaries of India (ICSI) and also Master
of Arts in Economics from Osmania University. She is a member of the Audit Committee, Nomination
& Remuneration Committee and Finance Committee of the Company.

Mr. Amudala Sreeramulu Nageswar Rao, Independent Director

Mr. Amudala Sreeramulu Nageswar Rao has more than 30 years’ experience in the Banking &
Finance area i.e., Credit/Forex/Risk Management Operations (Banking), Business and Financial
Planning & Analytics, structure corporate finance, Overseeing budgeting, budget implementations.
He has an expert knowledge in overall analysing Business with Strategic Planning, Budgeting and
Compliance across the tenure and extensive experience in conceptualizing and implementing
Management Accounting function with internal controls. He is a Fellow member of the Institute of
Cost Accountants of India, Fellow member of the Institute of Company Secretaries of India and
Certified Associate of Indian Institute of Bankers (CAIIB). He holds degree in Master of Arts and
Bachelor of Science.

Mr. Rao served as Company Secretary in listed companies and also worked as CFO in a company
engaged in manufacturing, practiced as Company Secretary and consultant. He also served as
former Assistant General Manager with scheduled commercial bank with exposure to areas of
Credit, Forex, Risk Management, ALM at Head Office of the Bank and in charge for Exceptionally
large Branches of the Bank Branches, for more than 3 decades with 3 different Banks.

Mr. Srinivas Medepalli, Independent Director

Mr. Srinivas Medepalli has more than 36 years’ experience in the field of Accounting, Finance,
Administration, Human Resource, Facility Management. His qualifications are M. Com, M.B.A and
PG Diploma Business Management. In the year 2011, he started his own facility management
business presently handling more than 500 work force out-sourced to various organizations, which
includes Universities, Hospitals, Gated Communities and Government Organizations. Having hands
on experience in the field of Human resource and Facility management, he coaches and train
business entrepreneurs, facility managers, recruiter’s. He is currently serving as Vice president for
facility management association of India. He wrote books in the field of facility management. He
also received Honorary Doctorate for the services rendered to the facility industry.

5
Management Team
Learn about our management
team and their expertise.

6
 Annual Repart
2022-23

Mr. Dharani Raghurama Swaroop - Whole-time Director

Mr. Swaroop is a senior board member with a vast knowledge of running businesses and setting
them on a growth trajectory. With an experience of nearly three decades in the IT space, he has
begun businesses in multiple geographies like Philippines, Singapore and US while handling their
operations and strategy smoothly. He heads the overall operations in Asia Pacific and is
responsible for the corporate governance and statutory compliances-related aspects of CT.
Prior to his association with CT, Swaroop co-founded a successful IT systems integration
company comprising of more than 150 personnel. He has more than 35 years of experience in
the field of IT Services and Corporate Strategic Planning. Swaroop holds an Electrical
Engineering degree from Jawaharlal Nehru Technological University, India. He is a member of
the following Committees of the board of the company viz., Audit Committee and Stakeholders
Relationship Committee.

Mr. Chirravuri Subrahmanya Leeladhar – Executive Director & Chief Financial Officer
Mr. C S Leeladhar is a Chartered Accountant (CA) and Cost & Works Accountant (CWA) with
more than 30 years of experience in IT, ITES, logistics, petroleum, EPC, manufacturing and
trading sectors. His areas of expertise are corporate finance, IPO, Mergers & acquisitions, MIS,
US GAAP, and taxation. He is associated with Company as CFO since August 09, 2018. He also
worked with companies like M/s. Central India Polysters Ltd, LGS global, Shell petroleum, Sujana
Towers, Gold Stone Group, Seaways Shipping & Logistics Ltd and Tenny Jose Ltd in the past.

Mr. Sanjiv Nathwani – Chief Business Officer, Cambridge Technology Inc., USA
Mr. Sanjiv Nathwani has more than 25 years of consulting, senior executive and venture
management experience. Sanjiv is a much sought after independent Strategic Advisor including
to the CSO at IBM Cloud, CEOs of SAP/BPI, CDAO at Verizon and CIO BNYM. Prior to Cambridge
Technology, he was a Sr. Partner at Deloitte Consulting where he led Operations Transformation
for Banking and Capital Markets in North America and co-founded the Global Centre for Process
Bionics. Previously, he was a Managing Director at Goldman Sachs in Operations where he led
the Division’s “Industrialization” transformation as well as the Business Architecture and Change
Management function globally across all lines of business. In prior role, Sanjiv has led
Technology transformation at Freddie Mac, IPO strategy for Clayton Holdings and has a track
record of launching successful new technology-driven ventures. Sanjiv holds an MBA from the
Kellogg School of Management.

Mr. Raghavan Madabhushi - Senior Vice President. Emerging Markets & New
Accounts
Mr. Raghavan Madabhushi has over 22 years of leadership experience in IT strategy, product
engineering, solution architecture and business transformation. He began his career with
Bodhtree Technologies as a Database Administrator after receiving an MBA Degree in Finance
from Andhra University. Quickly thereafter, he successfully built and implemented SAP as ERP,
Oracle Warehouse Builder as ETL and J2EE based application as frontend for one of India's top
pharmaceutical companies. By 2011, as Senior Vice President at Bodhtree, he was managing a
portfolio of over $6 Million across India, Asia Pacific and MENA. He later joined Pressmart Media
Limited in 2012 as Chief Executive Officer to oversee the turnaround operations and overhaul its
core businesses and became President (Consulting) - Cloud Services. Also, in recognition of his
achievements, he was awarded the ChannelWorld Premier 100 Cloud Champion Award and the
Best Customer C-SAT Partner Award from Salesforce. Raghavan is also the Co-Founder of
Tresbu Technologies Pvt Ltd and CallFree Infotaintment Pvt Ltd.

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 Annual Repart
2022-23

Mr. Nitin Tyagi, Senior Vice President - Enterprise Solutions, Cambridge Technology
Inc., USA
Mr. Nitin Tyagi is a Global Practice Head for delivery, marketing and sales, leading cross-
functional teams of product/platform development, consulting, client partnerships. With 24 years
of experience, he runs the Artificial Intelligence/Machine Learning, Cloud, Big Data, and SaaS
practices, P & L for the company and partnerships with AWS, Google, Microsoft and more. Prior
to joining CT, Nitin led engineering, development, and commercial production efforts of ZDK-
7100 Series Irdeto set-top boxes for Zintech Holding, B.V., Netherlands, a consumer electronic
solution provider. Nitin holds a Masters in Computer Sciences.

Mr. Sudip Kar, Senior Vice President – Delivery, Cambridge Technology Inc., USA
Mr. Sudip Kar joined CT in 2003 to lead and implement enterprise software and cloud
development projects using global delivery model. Sudip has more than 20 years of experience
in Enterprise Solutions, Strategic Account Management, Cloud and BPO/KPO. He helped CT
attain CMMi level 5, arguably the highest level in maturity framework in the world. He heads the
delivery and client management from various CT locations in the world, servicing the Company’s
U.S, EU and India based customers. He also heads the PMO – the quality and delivery monitoring
unit of CT. Prior to joining CT he was a founding member of a USA based start-up in San
Francisco Bay Area, and successfully merged its technology with a French conglomerate. Over
his experience in IT industry, Sudip worked both in India and the USA for various companies like
HCL, HP and Delsoft. Sudip holds a degree in Computer Science and Engineering from Jadavpur
University.

8
Director’s Report
Hear from our Director on how
the year had been.

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 Annual Report
2022-23

REPORT OF THE BOARD OF DIRECTORS

DEAR MEMBERS,

Your Directors present their Report together with the audited financial statements for the year
ended March 31, 2023.

FINANCIAL PERFORMANCE/SUMMARY (Rupees in Crores)

Standalone Consolidated
Particulars 31 March
st
31st March 31st March 31st March
2023 2022 2023 2022
Revenue from operations 63.06 46.48 181.99 112.24
Total Expenses 60.45 43.71 174.75 102.52
Profit Before Tax 4.96 3.76 10.17 11.76
Tax Expense / (Tax
1.40 1.70 2.00 1.96
Benefit)
Profit after tax 3.56 2.06 8.17 9.80
Total Comprehensive
3.40 2.20 11.76 10.65
Income
Reserves & Surplus 26.30 22.92 79.15 65.76
EPS 1.81 1.05 4.15 4.99

REVIEW OF OPERATIONS / STATE OF COMPANY’S AFFAIRS FOR THE FY 2022 - 23

The Company primarily operates in the software development. Our Company is a global business
& technology services company. Our gamut of end to-end services in AI, data, applications,
infrastructures, and cloud can help with every unique, complex challenge. Our expertise in a wide
range of domains and industries, help businesses unlock value to stay ahead and relevant in a
changing world. Application Services - As an end-to-end service provider, we help clients
design, build and deploy robust applications that help unlock the true potential of your business
with an AI-led approach. We enable navigate legacy or SaaS applications' complexities to drive
measurable performance and growth with an agile methodology and innovation at the core of
your application lifecycle. We help create custom apps that drive personalization, engagement,
user experiences and increase time-to-market. Infrastructure and Cloud Services – Fast track
digital transformation and migration with services that cover the entire IT infrastructure stack
with AI and automation. Modernize client IT infrastructure by designing, managing, migrating,
and monitoring them better with the agile and DevOps processes. Get complete compliance and
governance support for accurate infrastructure and cloud deployment across all environments,
embedding best practices and business continuity. Make client's cloud accessible, scalable,
agile, efficient, reliable, secure, and flexible with 24/7 global cloud management services,
including private or public cloud like AWS, Google, or Microsoft Azure. AI and Data - We help
businesses simplify, modernize, and automate processes with machine learning and data-
backed personalization that embed business intelligence with AI. We help imbibe transparency,
visibility, and value with an AI-first approach through AIaaS models across various consumption
models and hybrid multi-cloud architectures. With pre-built and pre-integrated AI solutions and
ML models, we enable businesses to build, deploy, configure solutions faster, improve process
automation, detect anomalies, and get data-driven insights.

There has been no change in the business of the Company during the financial year ended March
31, 2023. Please refer our website www.ctepl.com for details on business.

During the financial year under review, your Company’s revenue increased by 36% on standalone
basis. On standalone basis, revenue from operations of your company for the financial year
ended March 31, 2023 is Rupees 63.06 crores (“cr”) as compared to Rupees 46.48 cr for the
financial year ended March 31, 2022. Profit after tax increased by 73% to Rupees 3.56 cr for the
year ended 31st March 2023 as compared to Rupees 2.06 cr for the same period last year. Total

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 Annual Report
2022-23

comprehensive income increased by 54% to Rupees 3.40 crores for the year ended 31st March,
2023 as compared to Rupees 2.20 cr for the same period last year. Reserves and Surplus have
increased from Rupees 22.92 cr in FY 2021-22 to Rupees 26.30 crores in FY 2022-23.

Further, on consolidated basis, total revenue from operations of your company increased by 62%
to Rupees 181.99 cr for the financial year ended March 31, 2023 as compared to the previous
year’s total revenue of Rupees 112.24 cr. Profit after tax decreased by 16.63% to Rupees 8.17 cr
for the year ended 31st March 2023 as compared to Rupees 9.80 cr for the same period last year.
Total comprehensive income increased by 10.43% to Rupees 11.76 cr for the year ended 31st
March, 2023 as compared to Rupees 10.65 cr for the same period last year. Reserves and Surplus
have increased from Rupees 65.76 cr in FY 2021-22 to Rupees 79.15 cr in FY 2022-23.

The Company has adopted Ind AS from 1st April, 2017. The audited financial statements (both
standalone and consolidated) prepared in accordance with Section 129 and Section 133 of the
Companies Act, 2013 read with the rules made thereunder (“the Act”) and applicable Indian
Accounting Standards (Ind AS) along with the Auditor’s Report form part of this Annual Report.

As required under Section 136 of the Companies Act, 2013, audited financial statements
including the consolidated financial statements and all other documents required to be attached
thereto and audited or unaudited accounts, as the case may be, of each of its subsidiaries whose
accounts are consolidated are available on the website of the company i.e., www.ctepl.com.
These documents will also be available for inspection during the business hours at the registered
office of the Company.

REPORT ON SUBSIDIARIES/JOINT VENTURE

As on March 31, 2023, the Company has three wholly owned subsidiaries viz., CTE Web Apps
Private Limited, India, Cambridge Technology Inc., USA and Cambridge Technology Investments
Pte. Ltd., Singapore; one Subsidiary viz., FA Software Services Private Limited, India and 3 step-
down subsidiaries viz., M/s Cambridge Innovation Capital LLC, USA, M/s Cambridge Biz Serve
Inc., Philippines and M/s CT Asia SDN. BHD., Malaysia (formerly known as CT Software Solutions
SDN. BHD., Malaysia.)

Names of companies which have become Subsidiaries, joint ventures or associate companies
during the financial year 2022-23:

The following companies have become Subsidiaries during the financial year 2022-23:

FA Software Services Private Limited and CTE Web Apps Private Limited.

1. The Company has completed acquisition of 80% of voting rights/equity shares of FA

Software Services Private Limited during the period ended March 31, 2023. The cost of
acquisition or the price at which 80% of the shares are acquired is (a) Upto INR
10,25,41,250/- (Rupees Ten Crores Twenty Five Lakhs Forty One Thousand Two
Hundred Fifty Only) to clear liabilities of FASSPL and (b) INR 6,00,000/- (Rupees Six
Lakhs Only) to existing Shareholders of the said Company.
2. CTE Web Apps Private Limited was incorporated as Wholly Owned Subsidiary during the
period ended March 31, 2023.

Names of companies which have ceased to be Subsidiaries, joint ventures or associate

companies during the financial year 2022-23: Not Applicable

The Company does not have any joint venture or associate companies as on March 31, 2023.

Highlights of Performance

FA Software Services Private Limited, which became a subsidiary of the Company w.e.f March
20, 2023 had net revenue of Rupees 20.01 cr during the period under review. The net profit after
tax is Rupees 10.10 lakhs in FY 2022-23. Net Assets on consolidated level are increased to the

11
 Annual Report
2022-23

extent of 174.17 lakhs. Cambridge Technology Inc., USA, had net revenue of Rupees 149.26 cr
during the year as compared to Rupees 104.52 cr during the previous financial year. The net
profit after tax is Rupees 1.87 cr in FY 2022-23 as compared to Rupees 4.41 cr in FY 2021-22.
The contribution of Cambridge Technology Inc., USA to the overall performance of the company
is in the form of revenue, earned by the company by rendering its services amounting to Rupees
51.02 cr. Cambridge Innovation Capital LLC, USA, a step – down subsidiary company had net
revenue of Rupees 8.47 cr during the year as compared to nil revenue during the previous
financial year. The net profit after tax is Rupees 1.83 cr in FY 2022-23 as compared to Rupees
32.54 lakhs in FY 2021-22. Cambridge Technology Investments Pte. Ltd, Singapore has revenue
of Rupees 4.71 cr and net profit of Rupees 0.23 cr during the year as compared to nil revenue
and net loss of Rupees 9.32 lakhs during the previous financial year. Cambridge Biz Serve Inc.,
Philippines has net revenue of Rupees 2.51 cr as on March 31, 2023 and net profit of Rupees
1.65 cr as compared to net revenue of Rupees 2.54 cr and net profit of Rupees 1.63 cr during
the previous financial year. CT Asia SDN. BHD. (formerly known as CT Software Solutions SDN.
BHD.) which was incorporated during the financial year 2020-21 had net revenue of Rupees 6.98
cr and net profit of Rupees 1.06 cr as on March 31, 2023 when compared to Rupees 97.50 lakhs
and net loss of Rupees 16.33 lakhs during the previous financial year.

During the financial year 2021-22, Cambridge Technology Investments Pte. Ltd., Singapore,
wholly owned subsidiary (“CTIPL”) reduced its capital by S$1,983,700 from S$2,083,700 to
S$100,000 divided into 100,000 ordinary shares of S$1 each, and that such reduction is effected
by cancelling 1,983,700 ordinary shares which have been fully paid-up to SS1.00 on each share
and returning share capital in the sum of S$1,983,700 in cash (being share capital which is in
excess of the wants and needs of the company). As on March 31, 2023, the company has
received the disinvestment proceeds from Cambridge Technology Investments Pte. Ltd.,
Singapore, Wholly Owned Subsidiary of the Company for an amount of USD 1259980 and the
entire process of partial disinvestment i.e., reduction of share capital of Cambridge Technology
Investments Pte. Ltd up to 95% i.e., upto 19,83,700 ordinary shares has been completed.

Apart from the above mentioned entities, the other entities did not make any material
contribution to the overall performance of the company during the financial year 2022-23.

Further, as per provisions of section 129(3) of the Companies Act, 2013, a statement containing
the salient features of financial statement of our subsidiaries i.e., a report on the financial
performance and financial position of each of the Subsidiaries included in the Consolidated
Financial Statements is provided in the prescribed format AOC-1 appended as Annexure - 1 to
the Board’s Report and forms part of this Annual Report.

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under
review.

DIVIDEND

Keeping in view the expected cash flow requirements and in order to conserve the resources for
future business operations, expansion and for the future growth of the Company, the Board of
Directors were not able to recommend any dividend for the financial year ended 31 st March,
2023.

CAPITAL STRUCTURE

During the year, the authorized share capital and paid up capital of the Company remained
unchanged at Rupees 300,000,000/- divided into 30,000,000 equity shares of Rupees 10/- each
& Rupees 196,310,150/- divided into 196,310,15 equity shares of Rupees 10/- each respectively.

12
 Annual Report
2022-23

DIRECTORS

The Board of Directors of your Company comprises of 8 (eight) Directors as on the date of this
report representing the optimum blend of professionalism, knowledge and having varied
experience in different disciplines of corporate functioning. Of these, 5 (five) are Independent
Directors, 2 (two) Whole-Time Directors and 1 (one) Non-Executive Director.

Appointments / Re-appointments

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, Mr. Stefan Hetges (DIN: 033397840)
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment to the office of directorship. The Directors propose the re-
appointment of Mr. Stefan Hetges for approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The Board of Directors (based on the recommendation of Nomination and Remuneration

Committee) has appointed the following:

1. Mr. Amudala Sreeramulu Nageswar Rao (DIN: 07030259) as an Additional Director (Non
– Executive & Independent) of the Company with effect from September 05, 2022 and
further as an Independent Director w.e.f September 05, 2022 for a period of upto five
consecutive years subject to approval of members of the Company.
2. Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014), Chief Financial Officer of the
Company as an Additional Director with effect from January 14, 2023 and further
appointed him as Whole-Time Director (designated as Executive Director and Chief
Financial Officer) of the Company for a period of 5 (five) years with effect from January
14, 2023, subject to the approval of the Members of the Company.
3. Mr. Srinivas Medepalli (DIN: 08727174) as an Additional Director (Non – Executive &
Independent) of the Company with effect from March 08, 2023 and further as an
Independent Director w.e.f March 08, 2023 for a period of upto five consecutive years
subject to approval of members of the Company.

Accordingly, the Shareholders in its meeting dated September 29, 2022 have approved
appointment of:

1. Mr. Amudala Sreeramulu Nageswar Rao as an Independent Director of the Company for
a period of five consecutive years with effect from September 05, 2022.
2. Mr. Chirravuri Subrahmanya Leeladhar as Whole-Time Director (designated as Executive
Director and Chief Financial Officer) of the Company for a period of 5 (five) years with
effect from January 14, 2023.
3. Mr. Srinivas Medepalli as an Independent Director of the Company for a period of five
consecutive years with effect from March 08, 2023.

A Brief profile of Mr. Stefan Hetges along with the nature of his expertise and the number of
companies in which he hold directorship and membership / chairmanship of committees of the
Board and other requisite details, as stipulated under Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations” or “SEBI
(LODR) Regulations, 2015”) and Secretarial Standard 2 as issued by the Institute of Company
Secretaries of India is given below and/or annexed to the notice of the Annual General Meeting.

Name of the Director Mr. Stefan Hetges

DIN 03339784
Date of Birth July 19, 1963
Date of first appointment on November 15, 2010
the Board
Age 59 Years

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 Annual Report
2022-23

Brief Resume Stefan joined Cambridge Technology as a part of the acquisition

of smartShift, the leading provider of tool-based modernization
of complex IT systems. Stefan started his career as a consultant
at Cambridge Technology Group. Stefan acquired the assets of
i-Cube from Razorfish in a management buyout and formed
smartShift.
Qualification Masters in Computers from University of Constance, Germany
Experience He has more than 30 years of experience
Terms & Conditions of Appointed as Non – Executive Non Independent Director w.e.f
appointment along with May 14, 2015 and liable to retire by rotation. He is eligible for
Remuneration sought to be Sitting fees for attending Board and / or Committee Meetings.
paid
Remuneration last drawn Sitting fees for attending Board Meetings for the FY 2022-23 is
INR 15,000/-. However, he waived his right for receipt of the
same.
Disclosure of relationships Nil
between directors inter-
se/Relationship with other
Directors, Manager and other
Key Managerial Personnel of
the Company
Nature of his expertise in Information Technology. Leading companies to lower IT cost by
specific functional areas optimizing, migrating or transforming IT systems
Number of Meetings of the 01
Board attended during the
year 2022-23
Names of Companies/LLP in Cambridge Technology Enterprises Limited, smartShift
which he holds the Technologies Private Limited, smartShift GMBH and smartShift
directorship AG
Names of listed entities in Cambridge Technology Enterprises Limited
which he holds the
directorship
Names of Companies in which Nil
he holds the membership of
Committees of the Board
Names of listed entities in Nil
which he holds the
membership of Committees
of the board
Shareholding in the Company Mr. Stefan Hetges does not hold any shares in the Company
including shareholding as a directly. He is a member and director of smartShift AG, which is
beneficial owner a shareholder of the company holding 20,06,100 (10.22%)
equity shares of the Company.

Resignation(s)

Mr. Naveen Kumar Yelloji, Non-Executive Director of the Company has tendered his resignation
vide resignation letter dated November 10, 2022 from the office of Non-Executive Director with
effect from close of business hours of November 10, 2022, on account of certain professional
commitments and personal reasons and hence, he ceased to be Director of the Company w.e.f
said date.

KEY MANAGERIAL PERSONNEL

Mr. Dharani Raghurama Swaroop is Whole-time Director of the Company. Mr. Chirravuri
Subrahmanya Leeladhar, a Chartered Accountant is an Executive Director & Chief Financial
Officer of the Company. Mr. Ashish Bhattad, qualified Company Secretary is Company Secretary

14
 Annual Report
2022-23

& Compliance Officer of the Company.

There were no appointment(s)/resignation(s) of Key Managerial Personnel during the year.

However, Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014), Chief Financial Officer of the
Company was appointed as an Additional Director with effect from January 14, 2023 and further
as Whole-Time Director (designated as Executive Director and Chief Financial Officer) of the
Company for a period of 5 (five) years with effect from January 14, 2023 upon approval of the
Members of the Company.

BOARD AND COMMITTEE MEETINGS

The Board met 08 (eight) times during the year. Details of the composition of the Board and its
Committees and of the meetings held and attendance of the Directors at such meetings are
provided in the Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Section 173(1) of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing
Regulations, the Company received declaration from Independent Directors and that in the
judgement of the Board, they are Independent.

All Independent Directors have declared that they have complied with sub-rule (1) and/or sub-
rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Also, all Independent Directors have complied with sub-rule (4) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 except for Mr. Srinivas Medepalli who
declared that he will comply with the same on or before the period mentioned in the said rule.

FAMILIARIZATION PROGRAM

The Company at its various meetings held during the financial year 2022-23 had familiarized the
Independent Directors through various initiatives. The Independent Directors of the company
have been briefed at the meetings of the Board / Committees thereof on the matters such as
their roles, functions, rights, duties, responsibilities and liabilities in the Company, nature of the
industry in which the Company operates, the business model, business verticals and operations
of the Company, geographies in which company operates, financial results of the Company and
that of its subsidiary companies, updates on statutory and regulatory changes and impact
thereof, updates on development of business of the company, overview of board evaluation and
procedures, etc. They were made to interact with business heads and senior management
personnel and are given all the documents, reports and internal policies sought by them for
enabling a good understanding of the Company, its various operations and the industry of which
it is a part which enable the Directors to contribute significantly to the Company.

Details of familiarization programs extended to the Independent Directors during the year are
also disclosed on the Company website from time to time.

Web link: https://resources.ctepl.com/pdfs/investors/Familiarisation+Programme+-+CTEL+-

+2023.pdf

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has adopted the Performance Evaluation, Nomination & Remuneration Policy as
required under the provisions of the Companies Act, 2013 and Regulation 19 read with Part D of
Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief
features of the policy inter-alia includes objective and purpose of the policy which is to lay down
the criteria for effective evaluation of performance of Board and that of its committees and

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 Annual Report
2022-23

individual directors, to establish a framework for the remuneration of directors, key managerial
personnel and other employees, to lay down criteria for identifying persons who are qualified to
become directors and who may be appointed in senior management in accordance with the
criteria laid down and recommending to the Board their appointment and removal, criteria for
determining qualifications, positive attributes and independence of a director, policy relating to
remuneration of directors, key managerial personnel and other employees, to ensure reasonable
and sufficient level and composition of remuneration to attract, retain and motivate the Directors,
KMPs and Senior Management Personnel etc., and role of Nomination and Remuneration
Committee as defined under Section 178 of the Companies Act, 2013 and Regulation 19 read
with Part D of Schedule II of the Listing Regulations, 2015.

During the year 2018-19, the above said policy was amended, inter-alia, to comply with
provisions introduced by Companies (Amendment) Act, 2017 and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 such as specifying the manner for
effective evaluation of performance, amendment in criteria of Independence, amendment in
definition of senior management, recommendation to the board by nomination and remuneration
committee of all remuneration in whatever form payable to senior management, etc.

Performance evaluation, nomination and remuneration policy is available on the website of the
Company. Weblink:
https://resources.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_
policy.pdf

Pursuant to the provisions of Companies Act, 2013 read with the rules made thereunder and
SEBI (LODR) Regulations, 2015, the performance evaluation of individual Directors, Board and its
Committees was carried out.

The requisite details as required by Section 134(3) and Regulation 34 of SEBI (LODR)
Regulations, 2015 and other applicable provisions in this regard is provided elsewhere in this
report and/ or Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, an
annual evaluation of performance of the Board, its Committees and of individual Directors has
been carried out.

The Nomination & Remuneration Committee evaluated performance of the Directors including
Independent Directors for the financial year 2022-23 based on the performance rating document
submitted by individual directors and recommended its report to the Board. Thereafter, the
Board reviewed performance of its own, its committees and of individual directors including
independent Directors based on the performance rating document submitted by individual
directors. The assessment is carried out by means of a structured questionnaire with ranking.
Based on the report, the Board and the Nomination & Remuneration Committee has informed
that the performance of Directors including Independent Directors is satisfactory and they are
recommended for continuation as Directors of the Company.

The criteria for performance evaluation of the Board include aspects like experience, proper mix
of qualifications, skills and competencies to conduct its affairs effectively, diversity, its roles and
responsibilities, its functions, evaluation of risks, setting up of corporate culture and values,
conduct of board meetings and its effectiveness, corporate strategy, business plans, corporate
performance, etc. The criteria for performance evaluation of the Committees include aspects like
structure, mandate, composition, independence, working procedures and functions of
committees and effective contribution to the board, etc. The criteria for performance evaluation
of the individual Directors (including Independent Directors) include aspects like qualifications,
experience, competency, professional conduct, sufficient understanding and knowledge of the
entity, fulfilling of functions, active initiation with respect to various areas, attendance at the

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 Annual Report
2022-23

meetings, contribution to the company and board meetings, commitment to the Board, integrity,
etc., In addition, the performance of Independent Directors is evaluated on aspects such as
his/her independence from the company and other directors, exercise of judgement and
expression of opinion, etc. In addition, the performance of the Chairman is also evaluated on key
aspects of his leadership, decisiveness, commitment to the Board, roles and responsibilities, etc.

Separate Meeting of the Independent Directors

A separate meeting of the Company’s Independent Directors was also held on February 13, 2023.
The meeting was held to:

i. Review the performance of non-independent directors and the Board as a whole;

ii. Review the performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

Opinion of the Board

The Board is of the opinion that all the Directors of the Company including Independent Director
appointed/re-appointed during the financial year possess integrity, necessary expertise and
experience (including the proficiency) for performing their functions diligently. The Board also
confirms that in its opinion, the independent directors of the Company fulfill the conditions
specified in the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the
management of the Company. The Board cannot provide its opinion on proficiency of Mr. Srinivas
Medepalli, Independent Director as he is yet to appear for online proficiency self-assessment
test conducted by the institute notified under Section150(1) of the Companies Act, 2013.
However, Mr. Srinivas Medepalli declared that he will comply with sub-rule (4) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 i.e., pass an online
proficiency self-assessment test on or before the period mentioned in the said rule.

Also, all Independent Directors declared that they have complied with sub-rule (1) and/or sub-
rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and
except for Mr. Srinivas Medepalli who declared that he will comply with sub-rule (4) of Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014 on or before the period
mentioned in the said rule.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors
hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no 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 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 on a going concern basis;
e) they have laid down internal financial controls to be followed by the company and that such

17
 Annual Report
2022-23

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.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE). The Company confirms that it has paid Annual Listing
Fees to both the stock exchanges.

AUDITORS & AUDITORS’ REPORT

Statutory Auditors

M/s. B R A N D & Associates LLP, Chartered Accountants (Firm registration No.

012344S/S200101) were appointed as Statutory Auditors of the Company from the conclusion
of 22nd Annual General Meeting till the conclusion of 27th AGM of the company to be held in the
year 2026.

The Company has received audit report for both standalone and consolidated audited financial
statements of the Company for the financial year ended March 31, 2023 from the statutory
auditors, M/s. B R A N D & Associates LLP, Chartered Accountants and forms part of this Annual
Report. There are no qualifications, reservation, adverse remarks or disclaimer made by the
Statutory Auditors in their Reports. However, there is an emphasis of matter made by the
Statutory Auditors in their report on standalone as well as consolidated financial statements and
they have stated that their opinion is not modified in respect of this matter.

Emphasis of Matter – Standalone Financial Statements

The Company has significant investments in subsidiaries.

Explanation by the Board:

The Company is of the opinion that investments in subsidiaries have a realizable value not less
than that is stated. Further, where applicable, the downstream investments of the respective
subsidiaries are expected to carry valuations that will not lead to any diminution in value of the
Company's investment in subsidiaries. (Refer Note 5.1 of the standalone financial statements).

Emphasis of Matter – Consolidated Financial Statements

The Group has non-current investments which are valued at cost less impairment.

Explanation by the Board:

The Group is of the opinion that these entities are solvent and carry value as stated in the
consolidated financial statements. (Refer Note 5.1 of the consolidated financial statements).

The statutory auditors stated in their reports that they have relied on the same and their opinion
is not modified in respect of this matter.

Further, in addition to the above explanation, the Board would like to state that going forward,
the above said emphasis of matter is not required as all the companies value investments at
cost. Also, the provisions created for investments, which are unrewarding in the opinion of the
Company, are written off. The current investments carry better value than what is appearing in
the books.

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 Annual Report
2022-23

Internal Auditors

Your Directors have appointed M/s. M. Anandam & Co, Chartered Accountants, Hyderabad as
Internal Auditors of the Company to conduct internal audit for the financial year 2022 – 23.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and remuneration of Managerial personnel) Rules, 2014. M/s. Rajora & Co,
Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary:
CP No. 22886) was appointed to undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for financial year 2022-23 forms part of the Annual
Report as Annexure 2 to the Board’s Report.

Also, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Secretarial Audit Report for material subsidiary of a Company located in India
i.e., FA Software Services Private Limited provided by M/s. Rajora & Co, Practicing Company
Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing Company Secretary: CP No. 22886)
forms part of the Annual Report as Annexure 3 to the Board’s Report.

There are no qualifications, reservation, adverse remarks or disclaimer made by the Secretarial
Auditor in her Report(s).

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirm that the Company, during the financial year ended March 31,
2023, has complied with all applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

ANNUAL RETURN

The Annual Return will be available on the website of the Company, as mandated under Section
92(3) read with Section 134 (3) of the Companies Act, 2013, and the same can be accessed at
web link: https://resources.ctepl.com/pdfs/investors/Annual+Return+2023.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed
as Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 4 forming part
of the Report.

Remuneration / fees to Director from wholly owned subsidiary

During FY 2022-23, none of the Directors of the Company received any commission from the
Company except for sitting fees/remuneration, as may be applicable. Also, there is no payment
of remuneration/fees to any Director of the Company from its wholly owned subsidiary(ies).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees and investments, if any, made by the Company pursuant to
Section 186 of the Companies Act, 2013 forms part of the financial statements and notes to the
financial statements of the Company provided in this Annual Report.

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 Annual Report
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TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year
ended March 31 2023, there is no outstanding amount to be transferred to Investor Education
and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

A. Conservation of Energy:
(i) the steps taken or impact on conservation of energ y: The operations of the
Company are not energy intensive. However, adequate steps have been taken to
conserve energy wherever possible by using energy efficient computers, turning of air-
conditioners during weekends and non-peak hours, installing LED lights, etc. The
impact of these measures is not material.
(ii) the steps taken by the company for utilizing alternate sources of energy: There
are no steps taken by the Company for utilizing alternate sources of energy and
(iii) the capital investment on energy conservation equipments: There is no capital
investment on energy conservation equipment’s during the period under review.
B. Technology Absorption, Adaptation and Innovation:
i) the efforts made towards technology absorption: Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution: Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
(iv) the expenditure incurred on Research and Development: Not Applicable

Your Company has neither incurred expenditure on any research and development nor
was any specific technology obtained from any external sources which needs to be
absorbed or adapted. Hence, particulars relating to technology absorption are not
applicable. The Company continue to adapt technologies that increase efficiency and
improve the quality of its operations.
C. Foreign Exchange Earnings and Outgo: The foreign exchange earned in terms of
actual inflows during the year and the foreign exchange outgo during the year in terms
of actual outflows:

(In Rupees)
Particulars Current year Previous year
31.03.2023 31.03.2022
Foreign exchange earnings 447,548,763.90 529,699,443.00
Foreign exchange outgo 16,71,138.65 Nil
Travel related Expenses - -

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 Annual Report
2022-23

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors
and the reviews performed by Management and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company’s internal financial controls were
adequate and effective with reference to the financial statements during the financial year 2022-
23.

The Company has in place adequate internal financial controls commensurate with the size and
needs of the business. These controls ensures the orderly and efficient conduct of its Business,
including adherence to the Company’s policies, identification of areas of improvement,
safeguarding of its assets from unauthorized use, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and timely preparation of
reliable financial statements and / or disclosures. Company policies, guidelines and procedures
provide for adequate checks and balances, and are meant to ensure that all transactions are
authorized, recorded and reported correctly. Also, please refer details of internal financial
controls/Internal control systems that are provided in the Management Discussion and Analysis
Report and Independent Auditors Report on financial statements which forms part of this annual
report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of Companies Act, 2013 and Regulation 22 & 34
(3) of SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report.

The Whistleblower policy is available on the website of the Company.

Weblink: https://resources.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at
various levels in the organization, free of sexual harassment and discrimination on the basis of
gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has also set up an Internal Complaints Committee (ICC) for
providing a redressal mechanism pertaining to sexual harassment against women employees at
workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year 2022-23, the Company has not received any
complaints pertaining to Sexual Harassment.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the
Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce
the effects of the risks to ensure proper growth of the business. Your Company has a well-
defined risk management framework in place and a robust organizational structure for managing
and reporting risks. For details related to risks and risk management, shareholders are requested
to refer to “Threats, risks & concerns section” and “Internal control systems and their adequacy
section” of Management Discussion and Analysis Report and Note 33 & 34 (for financial
instruments & risk management and financial risk management) of the Consolidated and
Standalone Financial Statements, which forms part of annual report.

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 Annual Report
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EMPLOYEE STOCK OPTION SCHEME

The details of employee stock options for the financial year ended March 31, 2023 as per Section
62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 are given as Annexure 5 to this report.

There is no material change in the employee stock option scheme(s) during the year and the
scheme(s) are in compliance with the regulations. Further, the disclosures pursuant to the
provisions of Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014, and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9)
of the Companies (Share Capital and Debentures) Rules, 2014 for the financial year ended March
31, 2023 are available on website of the Company. Web-link: https://www.ctepl.com/investor-
esop-disclosure/

The Certificate from the Secretarial Auditor of the Company under regulation 13 of SEBI (Share
Based Employee Benefits) Regulations, 2014 stating that the scheme(s) has been implemented
in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, from
time to time and in accordance with the resolution of the company in the general meeting, will
be available for inspection by the members at the ensuing AGM.

CEO/CFO CERTIFICATION

Mr. Dharani Raghurama Swaroop, Whole – time Director and Mr. Chirravuri Subrahmanya
Leeladhar, Executive Director & Chief Financial Officer of the Company have provided
Compliance Certificate (annexed as Annexure 6 to this report) to the Board in accordance with
Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the
financial year ended 31 March 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on materiality of related party transactions and on dealing with related party
transactions is available on the website of the Company.

Web link: https://resources.ctepl.com/pdfs/investors/Related_party_transactions_policy.pdf

All transactions entered into with Related Parties as defined under the applicable provisions of
Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the year
were in the ordinary course of business and on an arms’ length basis and hence are not covered
under the scope of Section 188(1) of the Companies Act, 2013. However, Information on
transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure 7
to this Report. Appropriate approvals, if required, are obtained from Board and / or Audit
Committee from time to time. The audit committee also reviews the transactions from time to
time.

During the year 2022-23, the Company/Subsidiary(ies) has not entered into any contract /
arrangement / transactions with Related Parties (except with its wholly owned subsidiary(ies))
which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations,
2015. In accordance with Ind AS, disclosures on related party transactions have been made in
the notes to the financial statements, which forms part of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance for
the financial year ended March 31, 2023 along with the Auditor’s Certificate on compliance with
the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is forming part of
the Board Report/Annual Report.

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 Annual Report
2022-23

Your Company is committed to maintain the prescribed standards of Corporate Governance and
has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.

M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing
Company Secretary: CP No. 22886), Secretarial Auditor of the company has certified the
conditions of Corporate Governance for the period ended March 31, 2023 as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and her certificate is
annexed as Annexure 8 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your company does not have net worth of rupees five hundred crore or more, or turnover of
rupees one thousand crore or more or a net profit of rupees five crore or more for the financial
year ended March 31, 2020, March 31, 2021, March 31, 2022 & March 31, 2023. Hence, Corporate
Social Responsibility provisions i.e., Section 135 of the Companies Act, 2013 read with the rules
made thereunder are not applicable to the Company.

GENERAL

Your Directors further state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

a. The Company has neither accepted nor renewed any deposits from the public or
otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made
thereunder and as such no amount on account of principal or interest thereon on deposits
from public was outstanding as on the date of Balance Sheet.

b. There is no issue of equity shares with differential rights as to dividend, voting or

otherwise.

c. There were no significant or material orders passed by the Regulators, Courts or

Tribunals which impact the going concern status and Company’s operations in future.

d. In addition to the information mentioned in this annual report, there were no material
changes and commitments affecting financial position of the company between March
31, 2023 and the date of this Board’s Report.

e. The Auditors have not reported any matter under Section 143(12) of the Companies Act,
2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the
Act.

f. Maintenance of cost records as specified by the Central Government under sub-section

(1) of section 148 of the Companies Act 2013 is not required by the Company and
accordingly such accounts and records are neither made nor maintained.

g. There is no one time settlement done with bank or any financial institution. Hence, 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 is not applicable.

h. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

i. The trading in securities of the company has not been suspended.

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 Annual Report
2022-23

j. Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and the
Company’s Employee Stock Option Scheme 2011 & Employee Stock Option Scheme 2015,
the Company, during the year 2015 – 16, has granted employee stock options through a
trust set up for the same. The shares purchased by the trust for the said schemes are
held by the trustee(s) for the benefit of the employees and are transferred to
employee(s) when the employee(s) exercise the vested option. Also, the said trust is a
non – promoter and non – public shareholder and it is herewith not exercising its voting
rights. Hence, pursuant to Section 67(3) read with Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014, the disclosures in respect of voting rights not
exercised directly by the employees in respect of shares to which the scheme relates to
be made in the Board's report is not applicable.

k. The disclosure required under Rule 8(5)(xi) & (xii) of the Companies (Accounts) Rules,
2014 is not applicable to the Company for the financial year ended March 31, 2023.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors look to the future with confidence. Your Directors wish to express their
appreciation for the valuable support and co-operation received from customers, vendors,
investors, lenders, business associates and bankers for their continued support during the year.
The Directors also thank the State Governments, Government of India, Governments of various
countries, other Government Departments particularly Ministry of Electronics and Information
Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs,
the Income Tax Department, Reserve Bank of India and other government agencies for their
support, and looks forward to their continued support. Your Directors are especially indebted to
employees of the Company and its subsidiaries at all levels, who through their dedication, co-
operation, support and dynamic work, have enabled the company to achieve rapid growth. The
Board also wishes to place on record their appreciation of business constituents like SEBI, BSE,
NSE, NSDL, CDSL etc. for their continued support for the growth of the Company. Your Directors
seek, and look forward to the same support during the future years of growth.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023 Whole – time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014

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 Annual Report
2022-23

Annexure – 1
Form AOC – 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing the salient features of the financial statements of subsidiaries or associate companies or joint ventures
Part A – Subsidiaries (in Rupees Lakhs, except % of shareholding and exchange rate)
S Name of the Date Reportin Reporting Share Reserve Total Total Invest- Turnove Profit Provisi Profit Prop Extent
. Subsidiary since g Period Currency & Capital s& Assets Liabiliti ments r before on for after osed of
N when Exchange Rate as Surplus es** taxation Taxatio taxation Divid share
o subsid on the last date of n end holdin
iary the relevant g (in
was Financial year in perce
acquir the case of ntage)
ed* foreign
subsidiaries
1 Cambridge 23/12/ 31st USD & 82.22 1939.56 2213.72 6096.41 1943.13 0 14925.8 235.28 (47.81) 187.46 NIL 100
Technology Inc., 2014 March, 2
USA 2023
2 Cambridge 02/04/ 31st USD & 82.22 36.59 (102.77) 270.61 483.14 146.35 445.07 24.47 (1.74) 22.73 Nil 100
Technology 2015 March,
Investments 2023
Pte. Ltd.,
Singapore
3 Cambridge 15/02/ 31st USD & 82.22 145.52 2920.31 3271.33 205.50 0 846.79 182.83 0 182.83 Nil 100
Innovation 2017 March,
Capital LLC, 2023
USA
4 Cambridge Biz 12/07/ 31st PHP & 1.52 0.76 (54.99) 50.52 3.71 0 251.34 165.36 0 165.36 Nil 100
Serve Inc 2017 March,
2023

5 CT Asia SDN 10/06/ 31st RM & 18.6245 186.25 (51.40) 156.18 21.34 0 698.46 105.62 0 105.62 Nil 100
BHD (formerly 2020 March,
known as CT 2023
Software
Solutions SDN.
BHD.)
6 FA Software 20/03/ 31st INR & 1.00 1.00 217.71 1935.27 1716.57 0 2001.85 20.48 (10.38) 10.10 Nil 80
Services Private 2023 March,
Limited 2023

25
 Annual Report
2022-23

7 CTE Web Apps 19/10/ 31st INR & 1.00 1.00 0 1.00 - - - - - - - 100
Private Limited 2022 March,
2023

Notes:
1. Names of Subsidiaries which are yet to commence operations: CTE Web Apps Private Limited, wholly-owned subsidiary company is yet to
commence operations as on the date of this report.

2. Names of subsidiaries liquidated or sold or strike off during the year: Nil

*The said subsidiaries were not acquired by the company from any party except for FA Software Private Limited. They were incorporated by the
company as wholly – owned subsidiaries/SDS. Hence, the date since when subsidiary acquired is not specified, but the date of incorporation is
provided as above.
** Total Liabilities excludes share capital and reserves & surplus.

26
 Annual Report
2022-23

Part B – Associates / Joint Ventures

(Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures)

Name of Associates/Joint Ventures Not Applicable

1. Latest audited Balance Sheet Date -
2. Date on which the Associate or Joint Venture was associated or acquired -
3. Shares of Associate/Joint Venture held by the Company on the year end -
Number -
Amount of Investment in Associate/ Joint Venture (` in Crores) -
Extent of Holding % -
4. Description of how there is significant influence -
5. Reason why the Associate/Joint Venture is not consolidated -
6. Net worth attributable to Shareholding as per latest audited Balance Sheet -
(` in Crores)
7. Profit/(Loss) for the year (` in Crores) -
i. Considered in Consolidation (` in Crores) -
ii. Not considered in Consolidation (` in Crores) -
1. Names of associates or joint ventures which are yet to commence operations: Not Applicable

2. Names of associates or joint ventures which have been liquidated or sold during the year: Nil

Note: Table in Part B is not applicable as there are no associate companies/ joint ventures of the Company as on March 31, 2023.

For and on behalf of the Board of Directors

Sd/- Sd/-
Hyderabad Dharani Raghurama Swaroop Sridhar Lalpet
May 26, 2023 Whole – time Director (DIN: 00453250) Director (DIN: 02539952)

Sd/- Sd/-
Chirravuri Subrahmanya Leeladhar Ashish Bhattad
Executive Director &Chief Financial Officer Company Secretary (M. No: A34781)
(DIN: 01643014)

27
 Annual Report
2022-23

Annexure – 2
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the
Companies (Appointment and Remuneration Personnel) Rules, 2014]

To
The Members,
Cambridge Technology Enterprises Limited
CIN: L72200TG1999PLC030997
Capital Park, 4th Floor, Unit No.403B&404, Sy No.72, PlotNo.1-98/4/1-13,28&29,
Image Gardens Road, Madhapur Hyderabad-500081, Telangana, India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and
the adherence to good corporate practices by Cambridge Technology Enterprises Limited
(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me
a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
my opinion thereon.

Based on my verification of the Cambridge Technology Enterprises Limited books, papers,

minute books, forms and returns filed and other records maintained by the company and also
the information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the company has,
during the audit period covering the financial year ended on March 31, 2023 complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by Cambridge Technology Enterprises Limited (“the Company”) for the financial year
ended on March 31, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the Extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

(d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

28
 Annual Report
2022-23

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(f) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

(vi) Other laws applicable specifically to the Company namely:

(a) The Information Technology Act, 2000 and the rules made thereunder;
(b) Software Technology Parks of India rules and regulations, 2004;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’) are not applicable to the Company during the year as there no
relevant transactions during the audit period:

(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
(b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) the (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the
Listing Agreements entered into by the Company with BSE Limited & NSE.

I report that, during the period under review, the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors, and Independent Directors. The changes in the composition
of the Board of Directors that took place during the audit period were carried out in compliance
with the provisions of the Act and Listing Regulations.

Adequate notice was given to all directors to schedule Board meetings, agenda and detailed
notes on agenda were sent at least seven days in advance (a few meetings were convened at
shorter notice for which necessary approvals were obtained as per applicable provisions). A
system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting. All decisions at Board
meetings and Committee meetings are carried out unanimously as recorded in the minutes of
the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations, and guidelines

I further report that during the audit period, the members of the Company have passed the
following special resolutions via postal ballot, the details of which are contained in the Postal
Ballot Notice (the “Notice”) of the Company dated March 07, 2023:

 Appointment of Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014) as Whole-time

Director designated as Executive Director and Chief Financial Officer of the Company
 Increase in the limits applicable for making Investments/extending Loans and giving
Guarantees or providing Securities in connection with Loans to Persons/Bodies
Corporate.
 Appointment of Mr. Srinivas Medepalli (DIN: 08727174) as Non-Executive, Independent
Director of the Company.

29
 Annual Report
2022-23

and there were no other specific events / actions in pursuance of the above referred laws, rules,
regulations, guidelines, etc. having a major bearing on the Company’s affairs.

For Rajora & Co.,

Practicing Company Secretaries
Date: 26th May 2023 Sd/-
Place: Hyderabad
Priyanka Rajora
Proprietor
UDIN: A038168E000366584
Membership No. # 38168
C.P. # 22886
Note: This report is to be read with Annexure- A which forms an integral part of this report.

Annexure-A
To
The Members,
Cambridge Technology Enterprises Limited
CIN: L72200TG1999PLC030997
Capital Park, 4th Floor, Unit No.403B & 404, Sy No.72, Plot No.1-98/4/1-13, 28 & 29,
Image Gardens Road, Madhapur Hyderabad-500081, Telangana, India

1. My Secretarial Audit Report for the financial year ended March 31, 2023 of even date is to
be read along with this letter.

2. Maintenance of secretarial record is the responsibility of the management of the company.

My responsibility is to express an opinion on these secretarial records based on my audit.

3. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification
was done on test basis to ensure that correct facts are reflected in secretarial records. I
believe that the processes and practices, I followed provide a reasonable basis for my
opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of
Accounts of the company.

5. Where ever required, I have obtained the Management representation about the compliance
of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards are the responsibility of management. My examination was limited to the
verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the company
nor of the efficacy or effectiveness with which the management has conducted the affairs
of the company.
For Rajora & Co.,
Practicing Company Secretaries
Date: 26th May 2023 Sd/-
Place: Hyderabad
Priyanka Rajora
Proprietor
UDIN: A038168E000366584
Membership No. # 38168
C.P. # 22886

30
 Annual Report
2022-23

Annexure – 3

FORM NO. MR-3

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

To
The Members
M/s. FA SOFTWARE SERVICES PRIVATE LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions of
M/s. FA SOFTWARE SERVICES PRIVATE LIMITED [CIN: U74999TN2016PTC113044]
(hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided
us a reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing our opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed
and other records maintained by the company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of secretarial
audit, we hereby report that in our opinion, the company has, during the audit period of the
financial year ended on 31 st March, 2023 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March, 2023 according to the
provisions of:

1) The Companies Act, 2013 (the Act) and the rules made there under;
2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder is not
applicable on the company as it is Unlisted Private Company.
4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings - not applicable to the Company as there are no such investments
/ borrowings;
5) The Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (SEBI Act) is not applicable on the company as it is Unlisted Private Company.

I further report that, having regard to the compliance system prevailing in the company and on
examination of the relevant documents and records in pursuance thereof, the Company has
complied with the following law applicable specifically to the company:

(i) Not Applicable.

I have also examined compliances with applicable clauses of the following:

(i) Secretarial Standards as amended from time to time, by The Institute of Company
Secretaries of India
(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (not
applicable to the company as it is Unlisted Private Company).

We further Report that

a) Board of Directors of the company is duly constituted.

31
 Annual Report
2022-23

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
c) All decisions of the board and members were captured and recorded as part of the
minutes.
d) The compliance by the Company of the applicable financial laws like direct and indirect
tax laws and maintenance of financial records and books of accounts has not been
reviewed by me since the same have been subject to review by statutory auditors and
other professionals.
e) Filing of Forms and Returns, with The Registrar of Companies, Regional Director, Central
Government or other authorities. (except certain instances where forms have been filed
with Additional Fees as per the provisions of The Companies Act).

I further report that there are adequate systems and processes in the company commensurate
with the size and operations of the company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.

For Rajora & Co.,

Company Secretaries

Sd/-

Place: Hyderabad
Priyanka Rajora
Proprietor
Date: 26th May 2023
UDIN: A038168E000367893
C.P. # 22886

This Report is to be read with our letter which is annexed as Annexure A and forms an integral
part of this report.

32
 Annual Report
2022-23

‘Annexure-A’

To
The Members
M/s. FA SOFTWARE SERVICES PRIVATE LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records based on
my audit.
2. I have followed the audit practices and process as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The review
was done to ensure that correct facts are reflected in Secretarial records. I believe that
the process and practices, I followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.
4. Wherever required, I have obtained the Management representation about the Compliance
of laws, rules and regulations and happening of events, etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. My examination was limited to
the verification of procedures.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the
Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.

For Rajora & Co.,

Company Secretaries

Sd/-

Place: Hyderabad
Priyanka Rajora
Proprietor
Date: 26th May 2023
UDIN: A038168E000367893
C.P. # 22886

33
 Annual Report
2022-23

Annexure - 4

A. Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013
and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014

(i) Ratio of remuneration of each Director to the median remuneration of the Employees of the
Company for the financial year 2022-23, the percentage increase in remuneration of each
director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any,
in the financial year 2022-23.
Sl. Name of Director/KMP Designation Ratio of % increase in
No remuneration of remuneration, if
each Director to any, in the Financial
median Year 2022-23
remuneration of
employees
1 Mr. Dharani Raghurama Whole-Time Director 9.13 49.82
Swaroop
2 Mr. Chirravuri Executive Director & 5.23 33.48
Subrahmanya Chief Financial
Leeladhar Officer
3 Mr. Sridhar Lalpet Independent 0.31 11.76
Director
4 Mrs. K. Jayalakshmi Independent 0.31 18.75
Kumari Director
5 Mr. Stefan Hetges Non – Executive Nil Nil
Director
6 Mr. Naveen Kumar Non – Executive 0.06 (50)
Yelloji** Director
7 Ms. Manjula Aleti Independent 0.26 128.57
Director
8 Mr. Amudala Independent - NA
Sreeramulu Nageswar Director
Rao*
9 Mr. Srinivas Medepalli* Independent - NA
Director
10 Mr. Ashish Bhattad Company Secretary 1.71 12.61
* Mr. Amudala Sreeramulu Nageswar Rao and Mr. Srinivas Medepalli are appointed as Directors
of the Company w.e.f September 05, 2022 & March 08, 2023 respectively. Hence, percentage
increase in remuneration, if any, in the Financial Year 2022-23 is not applicable

** Mr. Naveen Kumar Yelloji resigned as Director effective from the closure of business hours of
November 10, 2022.

Note: The Non – Executive / Independent Directors are paid only sitting fees for attending
meetings of Board and / or Committees.

(ii) The percentage increase in the Median remuneration of employees in the financial year 2022
– 23: 12 %

(iii) The number of permanent employees on the rolls of company;

The Company has 364 permanent employees on the rolls of the Company as on March 31, 2023.

(iv) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase in
the managerial remuneration and justification thereof and point out if there are any exceptional

34
 Annual Report
2022-23

circumstances for increase in the managerial remuneration;

Average percentile increase already made in the salaries of the employees other than the
managerial personnel in the last financial year was 19.08%, whereas there is 32% increase in the
remuneration of managerial personnel in the last financial year and 41% increase in the
remuneration of Whole – Time Director(s). This increase reflects direct contribution of the
managerial personnel towards Company’s progress, strategies, acquisitions and advice over a
period of time.

There are no other exceptional circumstances apart from the one mentioned above for increase
in the remuneration of managerial personnel. The increment given to each individual employee,
if any, is based on the employees’ potential, their performance, their contribution to the
Company’s progress over a period of time, business performance, etc.

(v) affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration is as per the remuneration policy of the company.

B. Information as per Rule 5(2) of Chapter XIII of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

Top Ten Employees in terms of remuneration drawn:

Name Designation & Remunera Qualificatio Experi Date of Age Particulars

Nature of tion ns ence commen (years of last
Employment received (in cement ) employme
(contractual or (in years) of nt
otherwise) Rupees) employ
ment
Dharani Whole – time 83,75,000 Degree in 38.00 29-Jan- 64 Not
Raghurama Director Electrical 1999 Applicable
Swaroop (Permanent) Engineering
*Raghavan Senior Vice 71,00,000 MBA 22.00 07-Dec- 51 Tresbu
Madabhushi President - 2020 Technologi
Emerging es Private
Markets & New Limited
Accounts
(Permanent)
Padmanava Director – 50,00,000 M.Sc. 24.00 17-Apr- 46 Cysphere.c
Debnath Technology Applied 03 om
(Permanent) Geology
Chirravuri Executive 48,00,000 CA & CWA 30.00 1-Aug-18 54 Tenny Jose
Subrahmanya Director & Chief Limited
Leeladhar Financial Officer
(Permanent)
Harpal Singh Program 43,00,000 MCA 23.00 14-Feb- 45 NESS
Manager 22 Technologi
(Permanent) es
Manoj Tiwari National 40,00,000 Bachelor of 28.00 26-Jul- 56 Kalolytic
Manager – Sales Science 22 Solutions
(Permanent) Pvt Ltd
Adil Basha Senior Architect 37,80,000 Bachelor of 22.00 5-Oct-15 47 CAlpion
- Cloud Commerce Software
Operations Technologi
(Permanent) es Pvt Ltd

35
 Annual Report
2022-23

Nagaraju Associate 34,00,000 B. Tech in 15.00 11-Nov- 40 DXC

Bathini Technical Electrical & 2019 Technology
Architect Electronics India Pvt
(Permanent) Engineering Ltd
Shiva Bathini Technical 33,99,000 MSC 20.00 08-Apr- 45 eSoftex
Architect (Computer 2010 Solutions
(Permanent) Science) Provider
Vamsi Mohan Senior Manager 31,10,000 MBA 25.00 12-Jan- 50 Four Soft
Rambabu - Cloud Services 18 Ltd
Rampalli (Permanent)
Note:

1. There are no employees who were in receipt of remuneration in excess of Rupees 1 crore and
2 lakhs who were employed throughout the financial year.

2. There are no employees who were in receipt of remuneration for any part of the year, at a rate
which, in the aggregate, was in excess of Rupees 8,50,000 per month.

3. None of the employee holds by himself or along with his spouse and dependent children two
percent or more of the equity shares of the company. Also, none of the employee who is in
receipt of remuneration in the year, which in aggregate, is in excess of that drawn by whole –
time director holds by himself or along with spouse and dependent children more than 2% of the
equity shares of the company.

*Note: Mr. Raghavan Madabhushi, Senior Vice President is in receipt of remuneration which in
aggregate is in excess of that drawn by whole – time Director, but does not hold by himself or
along with spouse and dependent children any equity shares of the company.

4. No employee as stated above is a relative of any director of the company.

5. There are no employees posted and working in a country outside India, not being directors or
their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per
month, as the case may be.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023 Whole – time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014

36
 Annual Report
2022-23

Annexure - 5

Disclosure under Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the
Companies (Share Capital & Debentures), Rules, 2014

Details of status of Employee Stock Option Scheme for the year 2022 – 23:

S. CTEL Employee CTEL Employee CTEL ESOP ESOS - 2015

No Particulars Stock Option Stock Option Scheme 2011
. Scheme – 2006 Scheme 2 - 2008
1 Options Granted Nil Nil Nil Nil
during the year
2 Options vested during Nil Nil Nil Nil
the year
3 Options exercised Nil Nil Nil Nil
during the year
4 Total Number of Nil Nil Nil Nil
shares arising as a
result of exercise of
options
The shares resulting from the exercise of stock options, if any, are
transferred to Employees from the trust formed for ESOS. The shares are
already existing with the trust formed for ESOS.
5 Options Nil Nil 12,500 4,400
lapsed/forfeited
during the year
6 Exercise Price (in 20/- 25.90/- 38/- 80/-
Rupees)
7 Variation in terms of There were no variations in terms of options / material changes during the
options / material year
change in the Not Applicable
schemes
8 Money realized by Nil
exercise of options (in Nil Nil Nil
Rupees) *The money is not realized directly by the Company. The Employee Stock
Option Schemes are being implemented through trust formed for the same.
9 Total number of Nil Nil 1,92,000 55,600
options in force
10 Employee - wise
details of options
granted to:
i. Key Managerial Nil Nil 1. Mr. Dharani 1. Mr. Ashish
Personnel Raghurama Bhattad,
Swaroop, Whole – Company
time Director – Secretary –
20,000 options 1000 options
granted during the during the
year 2015 - 16 year 2015 –
16
*2. Mr.
Hanumant
Bhansali,
Head
Investor
Relations –
10,000
options

37
 Annual Report
2022-23

during the
year 2015 -
16
ii. Any other employee The following employees of subsidiary companies received a grant during
who received a grant the year 2015-16 amounting to 5% or more of options granted during that
in any one year of year:
options amounting to
5% or more options CTEL ESOP Scheme 2011
granted during the 1. Mr. Nitin Tyagi, Senior Vice President – Enterprise Solutions: 75,000
year options
2. Mr. Sudip Kar, Senior Vice President – Delivery: 50,000 options

ESOS – 2015
1. Mr. Alexis Kopikis: 50,000 options
2. Mr. Rajesh Krishnamurthy: 25,000 options.

Mr. Alexis Kopikis & Mr. Rajesh Krishnamurthy resigned during FY 2016-17 &
2017-18 respectively.

iii. Identified
employees who were
granted options
during any one year
equal to or exceeding Not Applicable
1% of issued capital
(excluding
outstanding warrants
and conversions) of
the Company at the
time of grant

* Mr. Hanumant Bhansali resigned as KMP effective from the closure of business hours of April
23, 2021.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023 Whole – time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014

38
 Annual Report
2022-23

Annexure - 6
COMPLIANCE CERTIFICATE
(Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015)

To

The Board of Directors

Cambridge Technology Enterprises Limited
Regd. Office: Capital Park, 4th Floor, Unit No. 403B & 404,
Plot No. 1-98/4/1-13, 28 & 29, Survey No.72,
Image Gardens Road, Madhapur,
Hyderabad - 500 081, Telangana, India.

We Dharani Raghurama Swaroop, Whole – time director and Chirravuri Subrahmanya Leeladhar,
Chief Financial Officer of the Company certify that:

A. We have reviewed financial statements and the cash flow statement for the year ended
March 31, 2023 and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;
(2) these statements together present a true and fair view of the Company’s affairs and
are in compliance with existing accounting standards, applicable laws and
regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or in violation of company’s code of
conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of internal control systems of the
Company pertaining to financial reporting and we have disclosed to the auditors and the
audit committee, deficiencies in the design or operation of such internal controls, if any, of
which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.

(d) We have indicated to auditors and the audit committee that-

(i) there are no significant changes in the internal control over financial reporting during
the year;
(ii) there are no significant changes in accounting policies during the year requiring
disclosure in the notes to the financial statements; and
(iii) there have been no instances of significant fraud of which we have become aware
and involvement therein of the management or an employee having a significant role
in the Company’s internal control system over financial reporting.

Sd/- Sd/-
Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar
Whole – time Director Executive Director & Chief Financial
Officer DIN: 00453250 DIN: 01643014

Date: May 26, 2023 Date: May 26, 2023

39
 Annual Report
2022-23

Annexure - 7
Disclosure of particulars of Contract / Arrangements made with related parties
Form No. AOC – 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company
with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as required under first
proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis:

S. Name(s) of Nature Nature of Duration of the Salient terms of the Date(s) of Amoun
No Related of contracts/ contracts/ contracts or arrangements Approval by t
Party Relatio arrangem arrangements/tran or transactions including the the Board, if paid as
nship ents/trans sactions value, if any: any. advanc
actions es, if
any:
1. Cambridge Wholly Services 01.01.2017 As per transfer pricing Not CTI
Technology Owned rendered Ongoing (The guidelines. CTI may outsource Applicable. paid
Inc.,USA Subsidi agreement is software development work However, Rupees
(“CTI”) ary automatically to Company from time to the approval 4,60,50
extended every year time. The payment shall be as for the ,120 as
for one year on 1st per transfer pricing transaction an
January i.e., guidelines. The Export with the said advanc
automatically Revenue from Cambridge party is e.
renewed for Technology Inc, USA for the obtained, as
successive twelve FY 2022-23 is Rupees required
months period) 510,213,889.42/- from time to
time.
For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023 Whole – time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014

40
 Annual Report
2022-23

Annexure - 8

CERTIFICATE ON CORPORATE GOVERNANCE

[Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015]

To the Members of
M/s. Cambridge Technology Enterprises Limited

1. I, the undersigned, Practicing Company Secretary, have examined the compliance of

conditions of Corporate Governance by Cambridge Technology Enterprises Limited (“the
Company”), for the year ended on March 31, 2023, as stipulated in regulations 17 to 27 and
clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

Managements’ Responsibility

2. The compliance of the conditions of Corporate Governance is the responsibility of the

management. Our examination was limited to the review of procedures and implementation
thereof, as adopted by the Company for ensuring compliance with conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.

Opinion

3. In our opinion and to the best of our information and according to the explanations given to
us, and the representations made by the Directors and the Management and considering the
relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board
of India warranted due to the spread of the COVID-19 pandemic, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing
Regulations for the year ended on March 31, 2023.

4. I further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the
affairs of the Company.

For Rajora & Co.,

Practicing Company Secretaries
Date: 26th May 2023 Sd/-
Place: Hyderabad
Priyanka Rajora
Proprietor
UDIN: A038168E000366573
Membership No. # 38168
C.P. # 22886

41
Management Discussion
and Analysis Report
See how the industry has changed and how
your company is adapting to it.

42
INDUSTRY STRUCTURE AND DEVELOPMENTS

Bringing Complex AI Models for Real-World Use

With Artificial Intelligence (AI) tools and solutions bringing the spotlight on deep learning and data analytics, technology
services businesses are now required to boost their abilities to meet the demands of complex AI/ML models.
The focus has shifted to ensuring that the latest technologies are provided with expertise – resulting in improved
experiences, faster deployments, better productivity, and cost savings. As a result, more businesses rely on as-a-
Service solutions, custom app development, DevOps, Machine Learning (ML), and cloud solutions as fundamentals.

The vision of businesses in the technology services landscape has broadened beyond just deploying AI and ML models. It
has evolved to finding ways of deriving last-mile value from operations, delivering sophisticated AI/ML models for real-world
use cases and applications, and boosting human productivity. This is where operationalizing AI assists businesses -- to
leverage state-of-the-art technology and solution stacks to enhance efficiency, cut costs, add visibility, and accelerate
deployments.

Why Businesses Need Operationalizing AI

There are several competitive benefits to operationalizing AI. With infrastructures, applications, and environments relying more
on deriving value from sophisticated AI technologies, businesses need expert assistance to meet rapidly changing demands.
They need the right strategies and solutions that meet their unique requirements while staying relevant for their operations
for a sustained period. They need help with continuously deriving value, productivity, and efficiency from AI solutions.

This is where operationalizing AI can help. From increasing revenues and margins through faster and more seamless
deployments to improving customer experiences, bringing AI models has been helping drive business goals. It has also been
powering businesses to fast-track innovation, build scalability, boost visibility, enhance productivity, and bring flexibility to
their operations—pillars that have become critical in transformation journeys. With its ability to power real-time analytics,
operationalized AI has also been helping businesses optimize their operations to bring intelligence to them.

What Businesses Need in the Current Tech Landscape

Although operationalizing AI has taken the spotlight to become one of the most critical methodologies for businesses across
industries, it comes with challenges that are not easy to solve.

Over the year, we found that enterprises struggled with three different phases of operationalizing AI – data integration,
model development, and production deployment. The process of adopting operationalizing AI required them to bring a blend
between legacy infrastructure and modern cloud and hybrid infrastructure that can derive value, offer accurate predictive
insights, and help AI deployment for real-world use.

In this scenario, companies need a partner who can understand how the market is changing and break down the gaps with
the right data lifecycle approach, technologies, and on-premises and cloud technologies expertise to help them derive value
from their AI journey. This is why our focus, over the last three years, has been to help companies operationalize AI better
and more seamlessly while working with solutions that facilitate real-world applications.

43
The State of Operationalizing AI

A data lifecycle
Lack of AI approach
modeling expertise
Unified infrastructures
for storage, network-
ing, and compute
Shortage of AI
engineering
expertise Clear strategies
for cloud
Challenges in What Companies transformations
Operationalizing Need
Data integration
& management Centralized systems
issues for data sanitation &
analytics

Performance-
A dearth of oriented monitoring
model deployment
expertise Governance &
testing for
deployments

How Businesses Are Applying AI Today

AI-Powered Platforms Chatbots

These provide tools and environments, Conversational AI programs that

from edge to cloud, for developing AI achieve realistic and real-time dia-
software like built-in algorithms, tem- logue with users.
plates, and drag-and-drop facilities.

Machine Learning Applications Deep Learning Software

A general class of programs and software Programs that perform speech

that can learn from data and previous recognition, image recognition, and
interactions with the software. other complex functions based on
sophisticated algorithms.

44
Where the Future of Operationalizing
AI Would Take Businesses
With sophisticated AI/ML models and large language models (LLMs) bringing in
many applications with continuous deep learning processing and data analytics,
businesses must look at how to enable these solutions for real-world applications.

For businesses, monitoring and reevaluating existing processes helps prepare their
operations for the future. By operationalizing AI, enterprises can deploy applications
faster, implement intelligent monitoring for faster insights, get real-time feedback,
and improve business lines and operations. Furthermore, Robotic Process Automation
(RPA) will reduce the time to complete repetitive tasks, making strategies less
cumbersome and more effective.

Getting a clear view of the customers’ minds can build insights and help businesses
make real-time decisions to improve their experiences. Using AI, mobile apps, and
other mediums will allow enterprises to realize what users want. On the other hand,
data-driven insights lead to personalized solutions and improved interactions.

There will be more people behind AI solutions. As a result, the interactions will be
in sync with AI machines. The collaboration will lead to successful engagements
and better exposure. Future devices will have more data to learn from, which will
eventually help them implement decisions faster and more effectively.

In the coming few years, businesses that have yet to show interest in deriving
value from AI solutions will start focusing on operationalizing AI to stay competitive
with faster deployments and drive their own business goals with it. This will create
opportunities for more competition and improved business processes.

45
Cambridge Technology:
Driving Resilience, Agility, Scalability,
and Innovation with AI

Businesses have accelerated the pace of their digital and AI transformation

journeys. What was a choice until three years ago has rapidly become a
necessity. But for those embarking on the transformation journey, the road to
becoming an AI-first, mobile-first, or digital-first business can get complicated.
From the proper infrastructures and approaches to suitable applications
and innovation, several factors define the success of the transformation.

An intelligent and creative approach is what we put into action when we operationalize
AI for enterprises. Very few companies have deployed AI at scale, and most AI
projects still need to be put in pilot mode. Hence, our mission has been to set AI
in motion for organizations that see potential in this omnipresent technology.
Operationalizing AI is different from standard software release. It differentiates
from build/test/deploy model. Most organizations pushing forward AI discover key
challenges in establishing guardrails around fairness, accountability, and transparency.

That’s where our focus has been – to help businesses of all sizes, across industries
and geographies, simplify not just AI but their cloud and digital journeys with tailor-
made services and solutions that help them reach their goals effectively. With
decades-long global technology services company expertise, we help businesses
solve complex challenges with intelligent services. Ranging across domains, we bring
in the goodness of AI, machine learning, data engineering, SaaS, and DevOps with
strategic workshops, ready-to-deploy solutions, and straightforward implementations.

Headquartered in India with marketing and support from the US, we pride ourselves
on partnerships with experts like AWS, Confluent, Google, Oracle, Atlassian, and many
more to give our customers the best technology in the market. We believe in excellence
as a differentiator. This is why we have competencies in niche technologies from AWS.
We bring certainty to delivery standards while helping customers scale up quickly to
create a digital workspace, embedding resiliency, continuity, and security.

46
Service Offerings
Recognized as a thought leader with ISO/IEC 20000-1: 2018, ISO 9001:2015, and CMMI Maturity Level 5 certifications, our
gamut of end-to-end services in AI, data, applications, infrastructures, and the cloud can help with every unique, complex
challenge. Our services, solutions, and over 500 employees transform businesses for a changing world with strategic
workshops to ready-to-deploy solutions.

© © © ©
Application Services Infrastructure and AI and Data Internet of Things (IoT)
Cloud Services

As an end-to-end service We help businesses fast- We help businesses simplify, We help businesses bring
provider, we help customers track digital transformation modernize, and automate intelligence to their connected
design, build, and deploy robust and migration with services processes with machine devices and drive business
applications that help unlock that cover the entire IT learning and data-backed value with services that
the true potential of business infrastructure stack with AI personalization that embed process IoT data faster to
with an AI-led approach. and automation. Modernize business intelligence with AI. get real-time, AI-driven
We enable companies to client IT infrastructure We help imbibe transparency, analytics. With solutions
navigate legacy or SaaS by designing, managing, visibility, and value with an and services to perfect IoT
applications’ complexities to migrating, and monitoring AI-first approach through product design, data pipeline,
drive measurable performance them better with the agile AIaaS models across firmware engineering, IoT
and growth with an agile and DevOps processes. various consumption models development, and analytics,
methodology and innovation Get complete compliance and hybrid multi-cloud we help businesses simplify
at the core of application and governance support for architectures. With pre-built integrations and management
lifecycle. We help create accurate infrastructure and and pre-integrated AI solutions to redefine customer
custom apps that drive cloud deployment across all and ML models, we enable experiences. We help cut
personalization, engagement, environments, embedding businesses to build, deploy wastage, costs, and the time
and user experience while best practices and business and configure solutions faster, to complete manufacturing
accelerating time-to-market. continuity. Make client’s cloud improve process automation, cycles with Industrial IoT
accessible, scalable, agile, detect anomalies, and get (IIoT) solutions that simplify
efficient, reliable, secure, data-driven insights. operations, increase visibility,
and flexible with 24/7 global and boost innovation.
cloud management services,
including private or public
cloud like AWS, Google, or
Microsoft Azure.

47
 Focus Industries

There is no guarantee that old businesses will survive. On the other

Our Core hand, new companies may need more tools or expertise to conduct
Expertise effective transformations. They are the ‘have-nots’ and will need support
from experts who have experience across domains and industries.

Artificial Intelligence We are transforming businesses across multiple verticals like energy/industrials,
manufacturing, life sciences & pharmaceuticals, banking and financial Services
(BFSI), and security/access management.
Machine Learning

1. Energy/Industrials
Data Engineering

• From how energy is produced and transmitted to how it is consumed,

Data Analytics AI can help transform the energy industry to match the new, rising
demands. For instance, about 40% of total US energy consumption is by
the residential and commercial sectors. Advances in the AI and smart grid
IoT Services
infrastructure will see potential challenges in the energy sector getting
resolved. Additionally, powerful computation models can help reduce
Cloud Migration and dependency on energy, availability, costs, and consumption.
Transformation • We proudly serve one of the world’s most potent energy management and
automation specialists in the energy vertical.

AWS Well-Architected Review

2. Life Sciences

DevOps • Using transformative technologies to understand the complexities of

various data from areas like clinical research, plants, and animal genomics
needs innovative approaches for understanding and treatment. With AI,
SaaS/Custom Apps
the time spent making a drug discovery can be significantly reduced by
migrating to virtual trials to detect patterns and anomalies.
Mobility • We are a global pet nutrition and nutrigenomics leader in this vertical.
• Creating engaging experiences for various stakeholders by extending
workflows across the supply chain, clinical and financial processes without
IAM Services systems or low code platforms.
• Operationalizing AI by integrating SAP and non-SAP data onto the Google
Data/AI platform creates loopback analytics with a system of action
interfaces.

3. Banking, Financial Services & Insurance (BFSI)

• We are a US-based pioneering platform in building cross-border

electronic trading infrastructure to enable global institutional flows and
provide a unique distribution and regulatory network for capital raising in
international markets.

48
4. Security/Access Management

• The yearly internet traffic is expected to reach 120 zettabytes, equal to 328.77 GB per day, in 2023. It presents a
huge opportunity to increase collaboration and manage information better with AI in data storage, fraud detection &
prevention, compliance reporting, risk management, and several other areas.
• We serve one of the world’s largest companies in storage and information management solutions in this vertical.

Highlights

1. Strategic Importance to AWS

aws partner
^7 network
aws partner
^7 network
aws ^7
partner
network
aws partner
^7 network
aws ^7
partner
network

Advanced Advanced Advanced Advanced Advanced

Consulting Consulting Consulting Consulting Consulting

Partner Partner Partner Partner Partner
Data & Analytics Channel Partner DevOps Competency MSP Partner Oracle Competency
Competency

aws
^7
partner
network
aws
^7
partner
network
aws ^7
partner
network
aws ^7
partner
network

Advanced Advanced Advanced Advanced

Consulting Consulting Consulting Consulting
Partner Partner Partner Partner
Solution Provider Well-Architected Partner Marketplace Seller SaaS Enablement

• We launched our cloud practice in the 1st quarter of 2010 and, over the years, have built its expertise across the AWS
platform. As the AWS platform grew, so have our capabilities. Since then, we have consistently kept advancing with
Azure, Google, and Oracle as strong strategic cloud partners.
• Our capabilities span a broad set of services complementary to the AWS (also Azure, Google, and Oracle) platform by
building practices that support Application Development, DevOps, Cloud, Managed Services, Big Data, Analytics, AI/ML,
and IoT.
• Our cloud-managed services on AWS are supported by a 100% AWS-certified team of IT professionals.
• Our workforce includes over 40 engineers with AWS professional certifications in SysOps and DevOps.

49
2. Robust Partner Ecosystem For Better Solutions

We have strengthened our partner ecosystem by completing one year of partnership with Tricentis. Together, this ecosys-
tem provides access to innovative solutions to its customers for solving problems better and more effectively.

O Google Cloud aws A Microsoft

Azure
&
ForgeRock q) pentaho Qoutsystems

@ CONFLUENT \ Apica ORACLE ca

technofcgfes
£ Tricentis

3. Culture

We take pride in nurturing a culture of growth and learning while helping employees maintain a work-life balance. To this
effect, we have been reopening office spaces during the year while giving employees the freedom of a hybrid work environ-
ment.
Additionally, we have conducted several virtual activities to boost employee engagement to help keep the collaboration
spirits up.

4. Focused on the US market – Presence in India, the US, the Philippines, & Malaysia

• In line with providing its global customers access to a 24/7 development cycle, we have expanded our presence across
the USA (Atlanta, Boston, Kansas, and Louisville), India, and the Philippines.
• We realize the significance of trained and skilled employees and have invested heavily in training employees through our
competency centers in India and the US.

5. Certifications

• Attainment of ISO 20000-1:2018 certification validates that we help establish, implement, maintain, and continually
improve a service management system (SMS)
• Attainment of ISO 9001:2015 for quality management system
• Attainment of CMMI Maturity Level 5 certification
• Awarded ISO/IEC 27000: 2013 certification in recognition of our IT Service & Information Security Management excel-
lence.
• Attainment of ISO/IEC 27000: 2013 certification validates our continued efforts toward ensuring data safety and com-
plying with the highest security standards.

TISAX
50
 Our client base of established market players encompasses the
OUTLOOK
US, Europe, and Asia. Our service solutions have received some
of the highest industry certifications. We have restructured and
retooled capabilities to position ourselves as a market leader in AI
and Data Management to focus on higher-margin service solutions.

The client ecosystem is changing at a rapid pace. Our trained

employees, deep delivery capabilities, technological expertise,
and customer interests have established a strong foundation
over the years, which has resulted in exciting new projects and
opportunities.

Despite changing ecosystems, the company is committed to

safeguarding the workforce’s health and continues recruiting the
best talent. The clients are maintaining business as usual. Today,
our customers want to invest in technology to approach the future
with a competitive edge.

The long-term objective is to create transformative business

models and build real value for our customers, employees, and
shareholders.

51
THREATS, RISKS & CONCERNS
The potential threats and risks are usually aligned to changes in the external environment, such as changes in the technology/
customer preferences/business dynamics or finding and retaining the right talent. We are well-positioned to minimize the
potential identified threats and risks, and the way we do this is detailed below:

Changing Technological Trends

With the rapid advancements in technology today, it becomes imperative for the service provider to keep pace and adapt
to the learning curve. We constantly endeavor to stay ahead of the curve by building capabilities that meet our customers’
current and future needs.

Training
With us, all employees undergo a relevant set of training imperative to serve the existing and future business needs. This
helps greatly minimize the risk of technological change.

Attracting and Retaining Talent

Finding and retaining the right talent could challenge a business like ours. The dynamic nature of technology, increasing
demand from clients, etc., warrants us to focus on finding the right talent and their retention for its existence and delivering
sustainable growth. Hiring the best of the breed talent forms the core belief at Cambridge Technology.

Financial Risk
We are exposed to market risk (fluctuation in foreign currency exchange rates, price, and interest rate), liquidity risk, and
credit risk, which may adversely impact the fair value of our financial instruments. We assess the unpredictability of the
economic environment and seek to mitigate potential adverse effects on the Company’s financial performance. The details
related to financial risk management are provided in Note 35 of the Standalone Financial Statements, which form part of the
annual report.

Exchange Rate Risk

Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign
exchange rates. Our exposure to this risk of changes in foreign exchange rates relates primarily to the trade/other payables,
trade/other receivables, and derivative assets/liabilities. The risks primarily relate to fluctuations in US Dollars against the
functional currencies of the Company. The Company’s exposure to foreign currency changes for all other currencies is not
material. We evaluate the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.

Employee Benefits – Risk Exposure

Through its defined benefit plans, we are exposed to several risks, the most significant of which are interest rate risk, salary
inflation risk, and demographic risk. Note 32 of the Standalone Financial Statements provides the exact details which form
part of the annual report.

Competition
The IT services industry is intensely competitive with local and MNC players, each with a sizable presence in the market.
Competitive pressure could adversely affect service pricing strategy, impacting growth and profitability. We have developed
deep domain knowledge and delivery capabilities with a skilled workforce to remain competitive over the years.

52
 Annual Report
2022-23

FINANCIAL AND OPERATIONAL PERFORMANCE

CONSOLIDATED PERFORMANCE
(In Rupees Crores)
Year 2022 – 23 2021 – 22 Change (in %)
Revenue from operations 181.99 112.24 62.14
Total Expenses 174.75 102.52 70.46
Profit Before Tax 10.17 11.76 (13.51)
Profit After Tax 8.17 9.80 (16.63)
Total Comprehensive 10.43
11.76 10.65
Income
Reserves & Surplus 79.15 65.76 20.37
EPS 4.15 4.99 (16.84)

a. Revenue

Revenue increased by 62% to Rupees 181.99 crores (“cr”) for the year ended 31 st March, 2023
as compared to Rupees 112.24 crores for the same period last year.

b. Profit Before Tax

Profit Before Tax decreased by 13.51% at Rupees 10.17 cr for the year ended 31st March, 2023
as compared to Rupees 11.76 cr for the same period last year.

c. Profit After Tax, Comprehensive Income & Reserves and Surplus

Profit After Tax decreased by 16.63% to Rupees 8.17 cr for the year ended 31st March, 2023 as
compared to Rupees 9.80 cr for the same period last year, whereas, Total Comprehensive
Income increased by 10.43% during the FY 2022-23. Reserves and Surplus have increased from
Rupees 65.76 cr in FY 2021-22 to Rupees 79.15 cr in FY 2022-23.

d. Expenditure

Total Expenditure increased by 70.46% to Rupees 174.75 cr for the year ended 31st March, 2023
as compared to Rupees 102.52 cr for the same period last year. Out of the above, Employee
benefits expense stood at Rupees 103.58 cr in FY 2022-23 as compared to Rupees 60.19 cr for
the same period last year.

STANDALONE PERFORMANCE
(In Rupees Crores)
Year 2022 – 23 2021 – 22 Change (in %)
Revenue from operations 63.06 46.48 35.67
Total Expenses 60.45 43.71 38.30
Profit Before Tax 4.96 3.76 31.91
Profit After Tax 3.56 2.06 72.82
Total Comprehensive Income 3.40 2.20 54.54
Reserves & Surplus 26.30 22.92 14.75
EPS 1.81 1.05 72.38

a. Revenue

Revenue increased by 35.67% to Rupees 63.06 cr for the year ended 31st March, 2023 as
compared to Rupees 46.48 cr for the same period last year.

53
 Annual Report
2022-23

b. Profit Before Tax

The PBT increased by 31.91% at Rupees 4.96 cr for the year ended 31st March, 2023 as compared
to Rupees 3.76 cr for the same period last year.

c. Profit After Tax, Comprehensive Income & Reserves and Surplus

Profit After Tax increased by 72.82% to Rupees 3.56 cr for the year ended 31st March, 2023 as
compared to Rupees 2.06 cr for the same period last year, whereas, Total Comprehensive
Income increased by 54.54% during the FY 2022-23. Reserves and Surplus have increased from
22.92 cr in FY 2021-22 to Rupees 26.30 cr in FY 2022-23.

d. Expenditure

Total Expenditure increased by 38.30% to Rupees 60.45 cr for the year ended 31st March, 2023
as compared to Rupees 43.71 cr for the same period last year. Out of the above, employee
benefits expense stood at Rupees 41.61 cr in FY 2022-23 as compared to Rupees 33.77 cr for
the same period last year.

The details of the financial performance of your company are appearing in the Balance Sheet,
Profit & Loss Account and other financial statements forming part of this Annual report.

SEGMENT INFORMATION

The primary business segment of your Company is Information Technology Services. The
primary activity as per NIC code is Computer programming, consultancy and related activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company’s board and management team monitor and make enhancements to your
company’s systems for internal control and risk management on an ongoing basis. Your
company’s efforts towards this go beyond what is mandatorily required, with active monitoring
and review to ensure adequacy of control systems and to identify potential risks as well as
recommend or implement measures to mitigate them.

Your Company has a proper and adequate system of internal control to ensure that all assets
are safeguarded and protected against loss from unauthorized use or disposition and that the
transactions are authorized, reported and recorded correctly. Your company’s internal control
system is adequate considering the nature, size and complexity of its business. Your company’s
internal control systems provide, among other things, reasonable assurance of recording the
transactions of its operations in all material respects and of providing protection against
significant misuse or loss of company assets. These also enable your company to adhere to
procedures, guidelines, and regulations as applicable in a transparent manner.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your company is committed to create an environment of learning and development, openness,

promote internal talent and build an appreciating culture and transparent communication. Your
Company has created platforms for recognizing and motivating employees for the good work
they do in the organization. Sound human resource development policies of your Company
ensures that each employee grows as an individual and contributes to the performance of your
Company. It also works towards building a work culture aimed at achieving higher performance
orientation. Recognition and Appreciation culture in the Company has been further strengthened.
It also continues to build on the engagement level of employees.

Our employees are our most important and valuable assets. All your Company’s policies are
focused towards a healthy, happy and prosperous work environment for its employees and

54
 Annual Report
2022-23

thereby also fulfil the aspirations of the people at work. The key elements that define our culture
include professional working environment, training and development, and compensation.

During 2020, the Company was able to seamlessly transition to work from home protocols
without effecting its operations and services. With effect from November 11, 2022, the Company
has moved its office to its own premises situated at Capital Park, 4th Floor, Unit No. 403B & 404,
Image Gardens Road, Madhapur, Hyderabad – 500 081, Telangana and since then the Company
is encouraging its employees to return to office in hybrid mode.

There are no material developments in Human Resources/Industrial Relations front during the
period ended March 31, 2023. Your Company had 364 permanent employees on its rolls as on
March 31, 2023 when compared to 258 permanent employees as on March 31, 2022. The
headcount of the Company along with its subsidiaries is 622.

FINANCIAL RATIOS

Following are ratios for the current financial year and their comparison with preceding financial
year, along with explanations where the change has been 25% or more when compared to
immediately preceding financial year:

STANDALONE:

S. Ratio March March Change Explanation

No Description 31, 31, (%)
2023 2022
1 Debtors 32.48 26.74 21.44 -
Turnover
2 Inventory NA -
Turnover
3 Interest 5.06 7.74 (34.71) The company interest coverage ratio has
Coverage been decreased to 5.06 from the
Ratio previous year of 7.74 due to new foreign
currency debts are increased and cost of
resultant the decrease in the interest
coverage.
4 Current 1.67 1.14 47.39 The current ratio is 1.67 for the year when
Ratio compared to previous year of 1.14 due to
increase in short term liabilities during the
year.
5 Debt Equity 0.40 0.33 21.21 -
Ratio
6 Operating 9.45 9.09 4.03 -
Profit
Margin (%)
7 Net Profit 7.87 8.08 (2.60) -
Margin (%)
8 Return on 7.75 4.84 60.13 The return on net worth has been
Net Worth increased to 57.75 from 4.84 in the
(%) current year due to increase in the
proportion profit margin.

55
 Annual Report
2022-23

CONSOLIDATED:

S. Ratio March March Chang Explanation

No Descriptio 31, 2023 31, 2022 e (%)
n
1 Debtors 3.30 3.97 (16.88) -
Turnover
2 Inventory NA NA NA
Turnover
3 Interest 4.61 20.90 (77.94) The company interest coverage ratio has
Coverage been decreased to 4.61 from previous
Ratio year of 20.90 due to increase in short and
long term debts in Holding company and
well in subsidiaries.
4 Current 2.44 2.62 (6.87) -
Ratio
5 Debt 0.58 0.39 48.71 There is an increase in debt equity ratio to
Equity 0.58 when compared to 0.39 last year as
Ratio the long-term debt has been increased at
group level.
6 Operating 44.88 10.80 315.55 The operating profit margin has increased
Profit from 10.80 to 44.88 as main subsidiaries
Margin (%) has done well resulting to increase in core
business profits when compared to the
previous year.
7 Net Profit 5.59 10.47 (46.61) The net margin has been decreased from
Margin (%) 10.47 last year to 5.59 in the current year
due to increase of indirect cost when
compare to previous year.
8 Return on 8.25 11.47 (28.07) The return on net worth of the Group has
Net Worth been decreased to 8.25 when compared
(%) to last year 11.47 as group did well.

CAUTIONARY STATEMENT

Certain statements in this report or elsewhere in the Annual Report may contain statements
concerning Cambridge Technology Enterprises Limited and its growth prospects, expected
financial position, business strategy, future development of the company’s operations, general
economy, industry structure and other developments that are individually and collectively
forward-looking statements.

Such forward-looking statements are not guarantees of actual results, future performance or
achievements and are subject to known and unknown risks, uncertainties and assumptions that
are difficult to predict. These risks and uncertainties include, but are not limited to, the
performance of the Indian economy and of the economies of various international markets, the
performance of the industry in India and world-wide, competition, changes in government
policies or regulations of India, changes relating to the administration of the company, the
company’s ability to successfully implement its strategy, the Company’s future levels of growth
and expansion, technological implementation, changes and advancements, changes in revenue,
income or cash flows, the Company’s market preferences and its exposure to market risks, as
well as other risks.

The Company’s actual results, levels of activity, performance or achievements could differ
materially and adversely from results expressed in or implied by this report. The Company
assumes no obligation to update any forward-looking information contained in this report.

56
Corporate Governance
Report
See how we adhere to accountability, transparency,
fairness, and responsibility

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2022-23

CORPORATE GOVERNANCE REPORT

A. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Cambridge Technology Enterprises Limited (“CTEL” or “the Company”) shall endeavor to adhere
to values of good corporate governance and ethical business practices to maintain sound
standards of Business Conduct and Corporate Governance.

Corporate Governance is the combination of practices and compliance with laws and
regulations leading to effective control and management of the organization. For Cambridge
Technology Enterprises Limited, however, good corporate governance has been a cornerstone
of the entire management process, the emphasis being on professional management with a
decision making model based on decentralization, empowerment and meritocracy, to adopt the
best practices in Corporate Governance, to consistently communicate and make timely
disclosures and share accurate information regarding financials and performance, to ensure
that the Directors of the Company are subject to their duties, obligations, accountability and
responsibilities, so as to ensure transparency, integrity and accountability to enhance the value
of the stakeholders and achieve sustainable growth of the Company.

The Company provides details of compliance with respect to governance requirements under
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and hereby presents the Corporate Governance Report for the financial year
ended March 31, 2023:

B. BOARD OF DIRECTORS

Composition and Category of Directors

The Board consists of 8 (Eight) directors comprising 2 (Two) Non - Independent Executive
Directors (Whole-time Director), 1 (One) Non-Independent and Non-Executive Director and 5
(Five) Independent Non-Executive Directors as on March 31, 2023. The composition of the Board
and category of Directors was as follows:

S. No Name of the Director Category

1 Mr. Dharani Raghurama Swaroop Non – Independent, Executive
DIN: 00453250
2 Mr. Chirravuri Subrahmanya Leeladhar* Non – Independent, Executive
DIN: 01643014
3 Ms. Manjula Aleti Independent Director, Non - Executive
DIN: 07563104
4 Dr. Jayalakshmi Kumari Kanukollu Independent Director, Non - Executive
DIN: 03423518
5 Mr. Sridhar Lalpet Independent Director, Non - Executive
DIN: 02539952
6 Mr. Stefan Hetges Non – Independent, Non - Executive
DIN: 03339784
7 Mr. Amudala Sreeramulu Nageswar Rao** Independent Director, Non - Executive
DIN: 07030259
8 Mr. Srinivas Medepalli*** Independent Director, Non - Executive
DIN: 08727174
*Appointed as an Independent Director w.e.f January 14, 2023.
**Appointed as an Independent Director w.e.f September 05, 2022.
***Appointed as an Independent Director w.e.f March 08, 2023.

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The Composition of the Board is in conformity with Section 149(4) of the Companies Act, 2013
and Regulation 17 of SEBI (LODR) Regulations, 2015 as on March 31, 2023. The composition of
the Board represents the finest blend of professionals from various backgrounds which enables
the Board to discharge its responsibilities more efficiently and provide effective leadership which
enables it to ensure long term value creation for all stakeholders.

Pursuant to Section 149(7) of the Companies Act, 2013, Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI (LODR)
Regulations, 2015 the Company received declaration from Independent Directors. Accordingly,
all the Independent Directors have confirmed that they meet the criteria of independence as
mentioned under Listing Regulations and the Companies Act, 2013. Also, all Independent
Directors declared that they have complied with sub-rule (1) and/or sub-rule (2) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014. All Independent Directors
have complied with sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 except for Mr. Srinivas Medepalli who declared that he will comply with
the same on or before the period mentioned in the said rule.

All the Directors have made necessary disclosures regarding Committee positions and
Directorships held by them in other companies. None of the Director is a member of more than
10 committees or chairman of more than 5 committees across all the companies in which they
are directors.

Number of Board Meetings held during the year 2022-23:

The Board of Directors duly met 8 (eight) times during the financial year from April 01, 2022 to
March 31, 2023. The dates on which the meetings were held are as follows:

May 27, 2022, July 18, 2022, August 12, 2022, September 01, 2022, November 10, 2022, January
13, 2023, February 13, 2023 and March 07, 2023. The necessary quorum was present for all the
Board Meetings and the 23rd Annual General Meeting. The intervening gap between the Meetings
was within the period prescribed under the Section 173(1) of Companies Act, 2013. As required
by Part A of Schedule II to the Listing Regulations, all the necessary information was placed
before the Board from time to time. The board of directors periodically reviewed compliance
reports pertaining to all laws applicable to the listed entity, prepared by the listed entity as also
steps taken to remediate instances of non-compliances, if any. The Board is satisfied that the
succession plan is in place for appointment to the board of directors and senior management.

Details of Directors, their Attendance and other Directorships/Committee Memberships

during financial year 2022-23:
Name of the Category Number of Whether No. of
No. of committee
Director Board attended Directorships
positions in
Meetings last AGM in other
companies ***
attended held on companies
during the September
Chairman Member Chairman Member
year 2022- 29, 2022
23
Dharani Raghurama Non –
Swaroop Independent,
DIN: 00453250 Executive 7 Yes - 1 2
Chirravuri Non –
Subrahmanya Independent,
Leeladhar* Executive
DIN: 01643014 2 - - 5 - -
Stefan Hetges Non –
DIN: 03339784 Independent, Non
- Executive 1 - - 1 - -

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Jayalakshmi Kumari Independent

Kanukollu Director, Non - 8 Yes - 1 1 4
DIN: 03423518 Executive
Sridhar Lalpet Independent
DIN: 02539952 Director, Non - 8 Yes - 1 2
Executive 2
Naveen Kumar Non –
Yelloji Independent, Non 2 Yes - - -
DIN: 08184237** - Executive 6
Manjula Aleti Independent
DIN: 07563104 Director, Non - 8 Yes - - 2
Executive 1
Amudala Sreeramulu Independent
Nageswar Rao Director, Non - 0 Yes - - 2
DIN: 07030259 # Executive 6
Srinivas Medepalli Independent
DIN: 08727174 ^ Director, Non - 0 - - - -
Executive 3
*Appointed as Executive Director w.e.f January 14, 2023
**Resigned w.e.f November 10, 2022.
# Appointed w.e.f September 05, 2022
^ Appointed w.e.f March 08, 2023

Note:
(1) The directorships, held by Directors as mentioned above, include directorships in private companies
and do not include directorships in foreign companies.
(2) *** In accordance with regulation 26(1) of the Listing Regulations, Memberships/Chairmanships of
only Audit Committees and Stakeholders’ Relationship Committees in all public limited companies
including Cambridge Technology Enterprises Limited have been considered. Member column also
includes Chairmanship.

Names of the listed entities where the person is a Director and the Category of Directorship:

Name of the Name of the listed entities in which a Category

Director & Designation person holds Directorships
Dharani Raghurama Cambridge Technology Enterprises Limited Non – Independent,
Swaroop Executive
DIN: 00453250
Chirravuri Subrahmanya Cambridge Technology Enterprises Limited Non – Independent,
Leeladhar* Executive
DIN: 01643014
Stefan Hetges Cambridge Technology Enterprises Limited Non – Independent,
DIN: 03339784 Non - Executive
Jayalakshmi Kumari 1. Cambridge Technology Enterprises Limited Independent
Kanukollu 2. Brightcom Group Limited Director, Non -
DIN: 03423518 Executive
Sridhar Lalpet Cambridge Technology Enterprises Limited Independent
DIN: 02539952 Director, Non -
Executive
Naveen Kumar Yelloji Cambridge Technology Enterprises Limited Non – Independent,
DIN: 08184237 ** Non - Executive
Ms. Manjula Aleti Cambridge Technology Enterprises Limited Independent
DIN: 07563104 Director, Non –
Executive

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Amudala Sreeramulu 1. Cambridge Technology Enterprises Limited Independent

Nageswar Rao 2. Gennex Laboratories Limited Director, Non –
DIN: 07030259 # Executive
Srinivas Medepalli Cambridge Technology Enterprises Limited Independent
DIN: 08727174 ^ Director, Non –
Executive
*Appointed as Executive Director w.e.f January 14, 2023
**Resigned w.e.f November 10, 2022.
# Appointed w.e.f September 05, 2022
^ Appointed w.e.f March 08, 2023

Disclosure of relationships between directors inter-se

There are no relationships inter-se directors as on March 31, 2023.

Number of shares and convertible instruments held by Non-Executive Directors: Nil.

Web link where details of familiarization programmes imparted to Independent Directors is

disclosed:

The Directors of the company have been briefed on the following matters at the meetings of the
Board / Committees thereof.

 Role, functions, duties, responsibilities and liabilities of Independent Directors under

corporate, securities laws and also Code for Independent Directors.
 Financial results of the Company and that of its subsidiary companies.
 Nature, Business Model and Operations of the company and geographies in which
company operates.
 Updates on development of business of the company.
 Update on statutory and regulatory changes and impact thereof.
 Overview of Board Evaluation process and procedures.

Details of the familiarization programmes imparted to Independent Directors are placed on the
website of the Company.
Web link: https://resources.ctepl.com/pdfs/investors/Familiarisation+Programme+-+CTEL+-
+2023.pdf

Web link where terms and conditions of appointment of Independent Directors is disclosed

The terms and conditions of appointment of Independent Directors is also disseminated on the
website of the Company.
Web link:
https://resources.ctepl.com/pdfs/investors/Terms_of_appointment_of_independent_Directors.p
df

A Chart or a matrix setting out the skills/expertise/competence of the Board of Directors

Pursuant to Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, for the financial year ended March 31, 2023, the Board of Directors identified
the following list of skills/expertise/competencies as required in the context of its business(es)
and sector(s) for it to function effectively and those actually available with the board and the
names of directors who have such skills/expertise/competence:

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 Annuo I Report
2022-23

skills/expertise/competencies as skills/expertise/competencies Names of directors who have

required in the context of its actually available with the such skills/expertise/
business(es) and sector(s) for it to board competence
function effectively
Workplace & Personal Effective
Competencies
Interpersonal Skills, Innovative The Directors have workplace Mr. Dharani Raghurama
Thinking, Analytical Skills, and personal effective Swaroop, Mr. Stefan Hetges,
Professionalism, Planning, Problem competencies in guiding and Mr. C S Leeladhar and Mr.
Solving, Initiation, Mentoring and leading Board as well as Srinivas Medepalli
Leadership Abilities, Corporate management teams.
Ethics and Values
Industry-Wide Skills and
Experience
Planning, Strategy Management The Board has eminent Mr. Dharani Raghurama
and Business Leadership of Directors who have experience Swaroop, Mr. Stefan Hetges,
Information Technology Industry, and knowledge in IT industry Mr. C S Leeladhar & Mr.
Industry Knowledge and which helps in growth of the Srinivas Medepalli
Engagement, Business Operations business, planning, making
Understanding. strategic choices and decisions
Business Intelligence, in uncertain environments. The
Understanding of Global business Board especially the Whole –
Dynamics. time Director have Business
Intelligence and an overall
understanding of Global
Business Dynamics.
Academics
Accounting and Financial Expertise The Board has eminent Mr. Sridhar Lalpet, Mr. Dharani
business leaders with Raghurama Swaroop, Mr. C S
knowledge of Accounts and Leeladhar & Mr. A S Nageswar
Finance. Rao
Engineering, Computers, Law, The Board of Directors have Mr. Dharani Raghurama
Taxation, Foreign Exchange, profound knowledge of subjects Swaroop, Mr. Stefan Hetges,
Economics, Human Resources, essentially required by the Mrs. K. Jayalakshmi Kumari,
Research, etc. Company such as Engineering, Ms. Manjula Aleti, Mr. Sridhar
Computers, Foreign Exchange, & Mr. C S Leeladhar
Economics, Human Resources,
Research, etc.
Governance
Compliance, Corporate Governance The presence of directors with Mr. Dharani Raghurama
& Regulatory understanding, driving expertise in Compliance, Swaroop, Mr. Sridhar Lalpet,
Corporate Ethics and Values. Corporate Governance, Ms. Manjula Aleti, Mr. C S
Regulatory affairs, Corporate Leeladhar & Mr. A S Nageswar
ethics and Values lends Rao
strength to the Board.

Confirmation

The Board be and is hereby confirms that in its opinion, the independent directors fulfill the
conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and are independent of the management.

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Detailed reasons for the resignation of an Independent Director before the expiry of his/her
tenure

There is no Independent Director who resigned before the expiry of his/her tenure during the
period ended March 31, 2023.

C. COMMITTEES OF THE BOARD

Note: The composition of various committees of the board of directors is disseminated on the
website of the Company.
Weblink: https://resources.ctepl.com/pdfs/investors/Composition+of+Board+of+Directors.pdf

I. Audit Committee

The composition, authority, powers, role and terms of reference of the Committee are in
accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read
with the rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
Listing Regulations, 2015’) and/or as entrusted on it by the Board of Directors from time to time.

Brief Description of terms of reference of the Committee inter-alia include:

 Reviewing with the management and examining the annual financial statements and
auditor's report thereon and quarterly financial statements and limited review report
thereon before submission to the board for approval.
 Compliance with listing and other legal requirements relating to financial statements;
 Prior approval/approval or any subsequent modification of transactions of the listed
entity with related parties;
 Compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.
 Reviewing with the management, the performance of statutory and internal auditors,
adequacy of internal audit function and functioning of the whistle blower mechanism.
 Reviewing, with the management, the statement of uses / application of funds raised
through an issue.
 Scrutiny of inter-corporate loans and investments;
 Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.
 Carry out additional functions as is contained in the Companies Act, 2013 or the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force and as
may be amended from time to time] or other regulatory requirements applicable to the
Company or in the terms of reference of the Audit Committee or as delegated by the
Board of Directors from time to time or as the Committee may deem fit.

Composition, meetings & attendance during the year

The Audit Committee comprises of three Non-Executive Independent Directors and one
Executive Director as on March 31, 2023. It is chaired by Mr. Sridhar Lalpet, Non-Executive
Independent Director. Five meetings of the Audit Committee were held during the financial year
2022-23. The dates on which the said meetings were held are as follows:

May 27, 2022, August 12, 2022, November 10, 2022, January 13, 2023 & February 13, 2023. The
time-gap between two Audit Committee meetings during the year comply with Regulation
18(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e., the Gap
between two consecutive Audit Committee Meetings is not more than 120 days for the period
ended March 31, 2023.

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The composition of Audit Committee and particulars of meeting attended by the members of the
Audit Committee are given below:

Name & category Designation No of meetings No of meetings

convened during the attended during the
year 2022-23 year 2022-23
Mr. Sridhar Lalpet, Non- Chairman 5 5
Executive & Independent
Director
Mr. Dharani Raghurama Member 5 4
Swaroop, Executive Director
Mrs. K Jayalakshmi Kumari, Member 5 5
Non-Executive & Independent
Director
Ms. Manjula Aleti, Non- Member 5 5
Executive & Independent
Director

The Company Secretary of the Company acts as the Secretary to the Audit Committee and he
was present at all the meetings of the Committee. The meetings are usually attended by the
members of the Committee, Chief Financial Officer, Company Secretary and representatives of
Statutory Auditors & Internal Auditors.

Internal Audit:

Your Directors have appointed M/s. M. Anandam & Co, Chartered Accountants, Hyderabad were
appointed as internal auditors of the Company for the financial year 2022-23. The reports and
findings of the Internal Auditor are periodically reviewed by the Committee.

II. Nomination and Remuneration Committee

Terms of Reference

The composition, powers, role and terms of reference of the Committee are in accordance with
the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 19
read with Part D of Schedule II of the Listing Regulations, 2015 and/or as entrusted on it by the
Board of Directors from time to time.

The Company has adopted the Remuneration Policy as required under the provisions of the
Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (LODR)
Regulations, 2015. Performance Evaluation, Nomination and Remuneration Policy is available on
the website of the Company. Web-link:

https://resources.ctepl.com/pdfs/investors/Performance_evaluation_nomination_remuneration_
policy.pdf

The Brief terms of reference of the committee inter-alia includes:

 Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the board of directors a policy relating to
the remuneration of the directors, key managerial personnel and other employees;
 Formulation of criteria for evaluation of performance of independent directors and the
board of directors;
 Devising a policy on diversity of board of directors;

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 Specifying the manner for effective evaluation of performance of Board, its committees
and individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its
implementation and compliance.
 Identifying persons who are qualified to become directors and who may be appointed in
senior management and recommend to the board of directors their appointment and
removal, recommending and administering employee stock option scheme.
 Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.
 Recommend to the board, all remuneration, in whatever form, payable to senior
management.
 Carrying out any other function as is mentioned in the terms of reference of the
nomination and remuneration committee.
 Other roles and responsibilities/Carrying out additional functions, if any, as is contained
in Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force and as may be amended from time to time] or other regulatory
requirements applicable to the Company or in the terms of reference of the Nomination
and Remuneration Committee or as delegated by the Board of Directors from time to time
or as the Committee may deem fit.

Composition and meeting

The Nomination and Remuneration Committee of the Company consists of three Non-Executive
& Independent Directors including Chairman as on March 31, 2023. The composition of the
Nomination & Remuneration Committee meets the requirements of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

Number of Meeting(s) held during the year

During the year, there were four meetings held by the Nomination and Remuneration Committee.
The dates on which the said meetings were held are as follows:

May 27, 2022, September 01, 2022, January 13, 2023 & March 07, 2023.

Composition, name of Members and attendance during the year

Name of the Director Position No. of Meetings Attended
Ms. K Jayalakshmi Kumari Chairman 4
Mr. Sridhar Lalpet Member 4
Mr. Naveen Kumar Yelloji* Member 2
Ms. Manjula Aleti** Member 2
* Resigned as Member of the committee w.e.f November 10, 2022
**Appointed as Member of the committee w.e.f November 11, 2022.

The Company Secretary of the Company acts as the Secretary to the Nomination &
Remuneration Committee and he was present at all the meetings of the Committee.

Performance Evaluation of Board, Committees & Independent Directors

An annual evaluation of performance of the Board, its Committees and of individual Directors
including Chairman has been carried out and is stated elsewhere in Directors Report. The Board
is committed to assessing its own performance as a Board (including Committees) in order to
identify its strengths and areas in which it may improve its functioning. To that end, the
Committee established the processes for evaluation of performance of Directors including
Independent Directors, the Board and its committees.

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Performance evaluation criteria for Independent Directors

The criteria for performance evaluation of the individual Directors including Independent
Directors include aspects like qualifications, experience, competency, professional conduct,
sufficient understanding and knowledge of the entity, fulfilling of functions, active initiation with
respect to various areas, attendance at the meetings, contribution to the company and board
meetings, commitment to the Board, integrity, etc., In addition to the above, the performance of
Independent Directors is further evaluated on aspects such as independence from the entity and
other directors, exercise of his/her own judgement and expressing of opinion.

Board Diversity

The Company has adopted the Policy on Board Diversity as required under Regulation 19 read
with Part D of Schedule II of SEBI (LODR) Regulations, 2015 and is available on the website of
the Company at https://www.ctepl.com/

Succession Planning

The Nomination and Remuneration Committee works with the Board for succession planning for
its Directors, KMPs and senior management.

Remuneration of Directors:

a. There were no pecuniary relationship or transaction of any non-executive director(s) of the

Company vis-à-vis the Company. However, Mr. Stefan Hetges, Non-Executive Director is a
member and director of smartShift AG, which is a shareholder of the company holding
20,06,100 (10.22%) of equity shares of the Company.
b. The Non-Executive / Independent Directors may receive sitting fees, travelling,
accommodation and other expenses incidental thereto for attending meetings of Board or
Committee thereof. An Independent Director is not entitled to any stock options of the
Company. The Company has not paid any remuneration to its non-executive directors during
the year, except sitting fees which is paid for attending the meetings of the Board and the
Committees. The nomination and remuneration policy which includes criteria of making
payments, if any, to non-executive directors is available on the Company’s website.
c. Elements of remuneration package of Executive Directors is mentioned below in point d.

Web link: https://www.ctepl.com/investors/

Details of sitting fees paid to non-executive Directors for the period ended March 31, 2023
is as follows:

NAME OF THE DIRECTOR AMOUNT (IN RUPEES)

Mr. Stefan Hetges * -
Mrs. K. Jayalakshmi Kumari 285000
Mr. Sridhar Lalpet 285000
Mr. Naveen Kumar Yelloji ** 60000
Ms. Manjula Aleti 240000
Mr. Amudala Sreeramulu Nageswar Rao *** -
Mr. Srinivas Medepalli ^ -
* Mr. Stefan Hetges waived his right for receipt of sitting fees.
** Resigned w.e.f November 10, 2022
***Appointed w.e.f September 05, 2022.
^ Appointed w.e.f March 08, 2023.

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d. Details of the remuneration of Executive Directors and Non-Executive Directors for the
year ended 31st March, 2023 are as follows:
(in Rupees)
Name Salary Perquisite Performance Pen- Sitting Stock Total
s Linked sion fees Options #
& other Incentives /
benefits Other Bonus /
Variable Pay
Dharani 20,000
Raghurama stock
Swaroop, options
Whole – time granted on
Director # 8225000 15000 - - July 10, 2015 8375000
Chirravuri
Subrahmany
a Leeladhar,
Executive
Director &
CFO ^^ 4774400 25600 4800000
Ms. K
Jayalakshmi - - - - 285000 - 285000
Kumari,
Independent
Director
Mr. Stefan -
Hetges, Non- - - - - - -
Executive
Director*
Mr. Sridhar
Lalpet, - - - - 285000 - 285000
Independent
Director
Mr. Naveen
Kumar Yelloji, - - - - 60000 - 60000
Non-
Executive
Director **
Ms. Manjula - - - - -
Aleti, 240000 240000
Independent
Director
Mr. Amudala - - - - -
Sreeramulu 0 0
Nageswar
Rao ***
Mr. Srinivas - - - - -
Medepalli ^ 0 0
* Mr. Stefan Hetges waived his right for receipt of sitting fees.
** Resigned w.e.f November 10, 2022
***Appointed w.e.f September 05, 2022.
^ Appointed w.e.f March 08, 2023.
^^ Appointed as Executive Director w.e.f March 08, 2023

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• Stock Option details: During FY 2015 – 16, Mr. Dharani Raghurama Swaroop, has been
granted 20,000 stock options at an exercise price of Rupees 38/- and the same have not
been issued at discount. The vesting of options took place at the expiry of three (3) years
from the date of granting of options i.e., on July 11, 2018. However, in no case the exercise
period shall be extended beyond five years from the date of first vesting i.e., July 11, 2023.

• Elements of remuneration package / Details of fixed component and performance linked

incentives along with performance criteria: Details of remuneration received by the Directors
is mentioned above. However elements of remuneration package of Executive Directors as
under major groups is mentioned as below:

a. Mr. Dharani Raghurama Swaroop, Whole Time Director: a. The basic salary shall be in
the range of INR 25,00,000/- to INR 40,00,000/- per annum payable monthly, as may be
determined by the Board of Directors/Nomination and Remuneration Committee of the
Company from time to time. b. Contribution to the Provident Fund, Superannuation fund
or Annuity Fund to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961 and the rules made thereunder or as defined in the rules of the
respective Funds and Gratuity as per the rules of the Company and/or Income Tax Act,
1961;. c. House rent allowance as per the policy of the Company or as may be decided
by the Board of Directors from time to time subject however to a limit of 60% of basic
salary. d. Benefits such as Payment/Reimbursement of telephone and/or mobile phone(s)
bills, conveyance, entertainment expenses, fuel expenses or other out of pocket
expenses incurred in the course of official duties, d. Chauffer driven Company
maintained / leased cars (or allowances in lieu thereof) for business and personal use,
reimbursement of running and maintenance expenses of car owned by, or leased / rented
to Mr. Dharani Raghurama Swaroop for business and personal use, Group Medical
Insurance policy, Group Personal Accident Insurance and Group Term Life Insurance
and/or Life Insurance Policy as per the rules/policy of the company, Medical Allowance
for self and his family subject to a limit of Rupees 500,000 per annum, Leave Travel
Allowance/Assistance for self and family subject to a limit of Rupees 4,00,000 per annum,
Special allowance or such other perquisites and allowance as per the policy/rules of the
company in force and/or as may otherwise be decided by the Board from time to time
subject to limit of Rupees 15,00,000 per annum and Earned or privilege leave on full pay
and allowance as per the rules/policy of the company applicable to its employees. e. He
is also eligible to receive any other stock grant or grant of stock options, as may be
determined by the Board/Nomination and Remuneration Committee from time to time. f.
He is eligible to receive Variable Pay upto an amount of Rupees 10,00,000/- per annum
for each of the financial years or part thereof, subject to the applicable provisions of
section 197 read with Schedule V of the Companies Act, 2013, taking into consideration
various criteria including the performance of Mr. Dharani Raghurama Swaroop and the
performance of the Company.
b. Mr. Chirravuri Subrahmanya Leeladhar, Executive Director & CFO: a. Consolidated
Salary including House Rent Allowance: upto Rupees 75,00,000 per annum payable
monthly. b. Contribution to the Provident Fund, Superannuation fund or Annuity Fund, as
applicable to the employees of the Company or to the extent these either singly or put
together are not taxable under the Income Tax Act, 1961 and Gratuity as per the rules of
the Company and/or Income Tax Act, 1961. c. Performance Bonus not exceeding
10,00,000 per annum payable quarterly/half yearly or as may be determined by the
Board. d. Benefits such as Payment/Reimbursement of telephone and/or mobile phone(s)
bills, conveyance, entertainment expenses, fuel expenses or other out of pocket
expenses incurred in the course of official duties, Company maintained or leased cars or
allowances in lieu thereof for business and personal use, reimbursement of expenses of
car owned by, or leased / rented to Mr. C S Leeladhar for business and personal use
subject to maximum limit of Rupees 11,00,000 per annum, Group Medical Insurance
policy, Group Personal Accident Insurance and Group Term Life Insurance and/or Life
Insurance Policy as per the rules/policy of the company, Payment/Reimbursement of
medical and hospitalization expenses of the Whole Time Director and his immediate

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family in accordance with the Company policy or Rupees 500,000/- per annum
whichever is higher and Earned or privilege leave on full pay and allowance as per the
rules/policy of the company applicable to its employees. e. He is also eligible to receive
any other stock grant or grant of stock options, as may be determined by the
Board/Nomination and Remuneration Committee from time to time. f. Variable Pay for
each of the financial years or part thereof, as may be decided by the Nomination and
Remuneration Committee / Board of Directors of the Company, subject to maximum limit
of Rupees 5,00,000 per annum, taking into consideration performance of Mr. Chirravuri
Subrahmanya Leeladhar and the performance of the Company.

The criteria for performance evaluation of the individual Directors include aspects like
qualifications, experience, competency, professional conduct, sufficient understanding and
knowledge of the entity, fulfilling of functions, active initiation with respect to various areas,
attendance at the meetings, contribution to the company and board meetings, commitment
to the Board, integrity, etc.

• Service contracts, notice period and Severance fees: The appointment of Whole - time
Directors is governed by resolutions passed by the Nomination & Remuneration Committee,
Board of Directors and the Shareholders of the Company, which cover remuneration and the
terms and conditions of such appointment read with the policy of the Company and letter of
appointment, if any. Shareholders may refer the respective resolutions passed by them in
this regard. The Company has issued letters of appointment to the Independent Directors,
incorporating their roles, duties, responsibilities, etc. The terms of appointment of
Independent Directors is available on the website of the Company. The Company also has a
Director’s and Officer’s liability insurance which covers all Directors and Officers for liability
arising out of fiduciary acts. There is no separate provision for payment of severance fees
governing the terms of appointment of Directors. With respect to notice period of Directors,
all the Directors have option to retire from office at any time during the term of appointment
by giving notice in writing except for Mr. C S Leeladhar, Executive Director & CFO whose
tenure will be subject to termination by 3 months’ notice in writing on either side. The
Company reserves the right to waive the required notice period or part thereof, in its
discretion. However, the statutory provisions will also apply.

Shareholding of the Directors of the Company as on March 31, 2023

Name No of shares % of Total holding

Dharani Raghurama Swaroop 9,200 0.05

Chirravuri Subrahmanya Leeladhar 300 0.00

III. Stakeholders Relationship Committee

The composition, powers, role and terms of reference of the Committee are in accordance with
the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20
read with Part D of Schedule II of SEBI (LODR) Regulations, 2015 and/or as entrusted on it by the
Board of Directors from time to time.

The Brief terms of reference of the committee inter-alia includes:

 To consider and resolving the grievances of the security holders of the listed entity
including complaints related to transfer/transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.
 Review of measures taken for effective exercise of voting rights by shareholders.
 Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.
 Review of the various measures and initiatives taken by the listed entity for reducing the

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quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual

reports/statutory notices by the shareholders of the company.
 To specifically look into various aspects of interest of shareholders, debenture holders
and other security holders.
 Carrying out any other function as is mentioned in the terms of reference of the
stakeholders relationship committee.
 Other roles and responsibilities/Carrying out additional functions, if any, as is contained
in Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force and as may be amended from time to time] or other regulatory
requirements applicable to the Company or in the terms of reference of the Stakeholders
Relationship Committee or as delegated by the Board of Directors from time to time or
as the Committee may deem fit.

Composition of the Committee

The Stakeholders Relationship Committee of the Company consists of two Independent Non-
Executive Directors and one Executive Director including Chairman.

No. of meetings held and attendance during the year

During the year, one meeting of the committee was held on February 13, 2023.

Name of the Director Position No. of Meetings No. of

held Meetings
Attended
Ms. K Jayalakshmi Kumari, Chairman 1 1
Independent Non-Executive
Director
Mr. Dharani Raghurama Swaroop, Member 1 -
Whole – time Director
Mr. Sridhar Lalpet, Independent Member 1 1
Non-Executive Director

The Company Secretary of the Company acts as the Secretary to the Stakeholders’ Relationship
Committee and he was present at the meeting.

Name and Non-Executive Director heading the Committee: Ms. Jayalakshmi Kumari Kanukollu

Name and Designation of Compliance Officer: Mr. Ashish Bhattad - Company Secretary and
Compliance Officer

Number of Shareholders’ complaints received so far: Nil

Number of Shareholders’ complaints disposed: Nil

Number of Complaints not resolved to the satisfaction of Shareholders: Nil

Number of Pending Complaints at the end of the year: Nil

IV. Risk Management Committee

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company and hence, the Company did not constitute
Risk Management Committee.

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V. Corporate Social Responsibility Committee

Your company does not have net worth of rupees five hundred crore or more, or turnover of
rupees one thousand crore or more or a net profit of rupees five crore or more for the financial
year ended March 31, 2020, March 31, 2021, March 31, 2022 & March 31, 2023. Hence, Corporate
Social Responsibility provisions i.e., Section 135 of the Companies Act, 2013 read with the rules
made thereunder are not applicable to the Company.

VI. Finance Committee

The brief terms of reference of the Committee are to exercise powers specified in clauses (d) to
(f) of Section 179 of the Companies Act, 2013 i.e., to approve investments of funds / borrowings
/ loans / guarantee within the limits prescribed by the Board from time to time and subject to the
general supervision and ultimate control by the Board of Directors.

No. of meetings held during the year:

During the financial year, there were no meetings held by Finance Committee.

Composition of the Committee, No. of meetings held and attendance during the year:

Sl. Name of the Member Position No. of No. of Meetings

No. Meetings Attended
held
1. Mr. Dharani Raghurama Swaroop Chairman - -
Whole-time Director
2. Ms. Manjula Aleti* Member - -
Independent Director
3. Mr. Sridhar Lalpet Member - -
Independent Director
4. Mr. Naveen Kumar Yelloji Member - -
Non-Executive Director **
* Appointed as member of committee w.e.f November 11, 2022
** Ceased to be member of the committee w.e.f November 10, 2022

The Company Secretary of the Company acts as the Secretary to the Finance Committee

D. GENERAL BODY MEETINGS

The location and time of the Annual General Meetings held during the last three years and
number of Special Resolutions passed at that meetings:

Year Date and Location Number of Special

Time Resolutions Passed
2021- September Through Video Conference/ 1 (One) special resolution was
22 29, 2022 at Other Audio Visual Means passed as follows:
03.00 PM For statutory purposes, location i. Appointment of Mr. Amudala
shall be registered office of the Sreeramulu Nageswar Rao
Company: (DIN 07030259) as Non-
Unit No. 04-03, Level 4, Block 1, Executive,
Cyber Pearl, Hitec – City, Independent Director of the
Madhapur, Hyderabad (TS) – Company.
500081
2020- September Through Video Conference/ 3 (Three) special resolutions
21 27, 2021 at Other Audio Visual Means were passed as follows:
03.00 PM

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For statutory purposes, location i. Appointment of Mr. Naveen

shall be registered office of the Kumar Yelloji (DIN 03227757)
Company: as Director (Non-Executive &
Unit No. 04-03, Level 4, Block 1, Non-Independent) of the
Cyber Pearl, Hitec – City, Company.
Madhapur, Hyderabad (TS) - ii. Appointment of Ms. Manjula
500081 Aleti (DIN 07563104) as Non-
Executive, Independent
Director of the Company.
iii. To fix remuneration of Mr.
Dharani Raghurama Swaroop,
Whole - Time Director of the
Company.
2019- September Through Video Conference/ 1 (One) special resolution was
20 29, 2020 at Other Audio Visual Means passed as follows:
03.00 PM For statutory purposes, location i. Re-appointment of Ms.
shall be registered office of the Jayalakshmi Kumari Kanukollu
Company: as an Independent Director
Unit No. 04-03, Level 4, Block 1,
Cyber Pearl, Hitec – City,
Madhapur, Hyderabad (TS) -
500081

The Company passed special resolutions, if any, as per the agenda given in the notice calling the
general meetings.

Special Resolutions passed through Postal Ballot and details of Voting Pattern:

No Special Resolutions were passed through Postal Ballot during the financial year 2022-23.
However, Postal Ballot exercise was conducted vide its notice dated March 07, 2023. Postal
Ballot commenced on March 15, 2023 and concluded on April 13, 2023.

Proposal for Passing of Special Resolutions through Postal Ballot during the year 2023-24.

Three special resolutions, as follows were passed through Postal Ballot which concluded on April
13, 2023:

1. Appointment of Mr. Chirravuri Subrahmanya Leeladhar (DIN: 01643014) as Whole-time

Director designated as Executive Director and Chief Financial Officer of the Company.
2. Increase in the limits applicable for making Investments/extending Loans and giving
Guarantees or providing Securities in connection with Loans to Persons/Bodies
Corporate.
3. Appointment of Mr. Srinivas Medepalli (DIN 08727174) as Non-Executive, Independent
Director of the Company.

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Details of Voting Pattern:

S. Resolution summary as given in Particulars of Votes Cast

No the Postal Ballot Notice No. of No. of votes % of total
members Cast by them no. of
voted votes
cast
1 Appointment of Mr. Chirravuri Votes 88 1,12,45,584 99.98
Subrahmanya Leeladhar (DIN: cast in
01643014) as Whole-time favour
Director designated as Votes 6 2,185 0.02
Executive Director and Chief cast
Financial Officer of the against
Company. Total 94 1,12,47,769 100
2 Increase in the limits applicable Votes 86 1,12,45,697 99.98
for making cast in
Investments/extending Loans favour
and giving Guarantees or Votes 8 2,072 0.02
providing Securities in cast
connection with Loans to against
Persons/Bodies Corporate. Total 94 1,12,47,769 100
3 Appointment of Mr. Srinivas Votes 88 1,12,45,487 99.98
Medepalli (DIN 08727174) as cast in
Non-Executive, Independent favour
Director of the Company. Votes 7 2,285 0.02
cast
against
Total 95 1,12,47,772 100

Person who conducted the postal ballot exercise:

Ms. Priyanka Rajora, Practicing Company Secretary [C P No. 22886] (Proprietor of M/s. Rajora
and Co, Practicing Company Secretaries) has been appointed by the Board of Directors as the
Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent
manner.

Whether any special resolution is proposed to be conducted through postal ballot:

Currently, there is no proposal to pass any Special resolution through Postal Ballot. Special
resolutions by way of Postal Ballot, if required to be passed in the future or as may be necessary
under the Companies Act/Listing Regulations will be decided at the relevant time.

Procedure for postal ballot:

Postal Ballot was conducted pursuant to Section 110, 108 and other applicable provisions, if any,
of the Companies Act, 2013 (“the Act”) ), Rule 20 and 22 and other applicable rules, if any, of
Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory
modification (s) or re-enactment (s) thereof for the time being in force), and Regulation 44 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations’), and the Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended from time to
time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13,
2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated
December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 02/2022
dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate
Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), and pursuant to any

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other applicable Laws and Regulations, to transact the special business, as set out in notice
dated March 07, 2023.

The Special Resolution(s), as applicable, were passed through Postal Ballot by voting through
electronic means (“remote e-voting) only in compliance with the provisions of Sections 108 and
110 of the Act, Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, MCA
Circulars and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in
relation to e-voting facility provided by Listed Entities. The remote e-voting period commenced
on Wednesday, March 15, 2023 at 9.00 a.m. IST and concluded on Thursday, April 13, 2023 at
5.00 p.m. IST.

The results of the Postal Ballot by way of remote e-voting was declared on Saturday, April 15,
2023 at the Registered Office of the Company.

In case, any resolution needs to be passed through Postal Ballot during the year 2023-24, the
procedure laid down under Section 108 and 110 of the Companies Act, 2013 read with the Rules
and Circulars made thereunder will be complied.

E. MEANS OF COMMUNICATION

Quarterly results: Quarterly, half-yearly and yearly financial results of the Company are
submitted/published as per the requirements of Regulation 30, 33 & 47 of the SEBI (LODR)
Regulations, 2015. The said results are published normally in the below newspapers within 48
hours of the conclusion of the meetings of the Board in which they are taken on record. The
financial results and other reports/intimations required under the SEBI (LODR) Regulations, 2015
are filed electronically with National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE) and also posted on the Company’s website i.e., www.ctepl.com

Newspapers wherein results normally published: Financial Express & Andhra Prabha.

Website: The Company’s functional website i.e., www.ctepl.com contains a separate dedicated
section ‘Investors’ where shareholder’s information is available. All the information as specified
under Regulation 46 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is uploaded under Investors section of the website.
The Company’s Annual Report is also available in a user friendly and downloadable form. The
contents of the said website are updated regularly as per Regulation 46 of the SEBI (LODR)
Regulations, 2015.

News releases: Official news releases and official media releases, if any, are sent to Stock
Exchanges and are displayed on website of the company at www.ctepl.com.

Presentations to institutional investors / analysts: The presentations made to investors or the

analysts, if any, are posted on the website of the company and filed with the Stock Exchanges.

Annual Report: The annual report containing, inter alia, audited standalone financial statements,
consolidated financial statements, Director’s report, Auditor’s report, Corporate Governance
report, Management Discussion and Analysis Report, notice of Annual General Meeting and other
important information is circulated to members and others entitled thereto through e-mail, post
or courier or any other permitted mode.

Management Discussion and Analysis (MDA) Report: The report on MDA forms part of the
annual report.

Disclosures to Stock Exchanges: The Company informs BSE and NSE all price sensitive matters
or such other matters which in its opinion are material and of relevance to the members.

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NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based

application designed by NSE for corporates. All periodical compliance filings like shareholding
pattern, corporate governance report, media releases, among others are filed electronically on
NEAPS/recently launched New Digital Portal of NSE.

BSE Corporate Compliance & Listing Centre: BSE’s Listing Centre is a web-based application
designed for corporates. All periodical compliance filings like shareholding pattern, corporate
governance report, media releases, among others are also filed electronically on the Listing
Centre.

Dedicated e – mail ID: Your Company has a designated e-mail ID i.e., investors@ctepl.com
exclusively for registering complaints and grievances of Shareholders. Your Company has also
displayed the said email ID and other relevant details prominently under the investors section in
its website, http://www.ctepl.com for creating investor awareness.

F. GENERAL SHAREHOLDERS INFORMATION

 Company Registration Details: The Company is registered in the State of Telangana, India.
The Corporate Identification Number (CIN) allotted to the Company by the Ministry of
Corporate Affairs (MCA) is L72200TG1999PLC030997.

 Registered Office & Correspondence Address

Cambridge Technology Enterprises Limited
Capital Park, 4th Floor, Unit No. 403B & 404,
Plot No. 1-98/4/1-13, 28 & 29, Survey No.72,
Image Gardens Road, Madhapur,
Hyderabad - 500 081, Telangana, India
Tel: 040 – 67234400; Fax: 040 – 67234800.

 Date, Time and Venue of the Annual General Meeting

The date, time and venue of Annual General Meeting to be conducted during the year 2023
shall be as per notice of 24th Annual General Meeting which will be approved by the Board of
Directors in due course. The date, time and venue of the Annual General Meeting to be
conducted during the year 2023 is not decided as on the date of this report.

 Dividend payment date: Not Applicable

 Particulars of Financial Calendar:

Financial year: April 1, 2022 to March 31, 2023
April 1, 2023 to March 31, 2024
Audited Results announced: May 27, 2022 for the financial year ended March 31, 2022

Book Closure Date: As per Notice of 24th Annual General Meeting.

Tentative calendar for declaration of financial results in financial year 2023-24 is given
below:
Results for the quarter ended Tentative
Timeline
30 June 2023 2nd week of August 2023
30 September 2023 2 week of November 2023
nd

31 December 2023 2nd week of February 2024

31 March 2024 Last week of May 2024

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 Name and Address of Stock Exchanges where the Company’s shares are listed and
confirmation of payment of Annual Listing Fees:
Equity Shares Stock
Code
BSE Limited 532801
Address: Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai – 400 001
National Stock Exchange of India Ltd CTE
Address: Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051
Note: We confirm that the Annual Listing Fees have been paid to the above said Stock
Exchanges.

 Market Price Data

The monthly high and low prices recorded in BSE and NSE during the financial year 2022-23
is as under:
BSE NSE
Month High Low Traded High Low Traded Volume
Volume (in (in lakhs)
lakhs)
Apr-22 80.65 61.3 2.14 80.60 61.05 9.59
May-22 67 50.65 0.67 65.95 51.80 4.77
Jun-22 68 45.7 1.73 69.00 45.25 15.52
Jul-22 64.6 50 1.07 62.75 49.95 9.80
Aug-22 86.5 55.65 4.94 86.90 54.90 42.63
Sep-22 78.55 63.55 2.36 78.90 63.05 15.31
Oct-22 70.95 63.15 0.43 71.70 63.15 6.30
Nov-22 72 57.1 1.46 67.95 58.05 7.16
Dec-22 63.55 47.75 0.64 63.70 47.90 5.44
Jan-23 67.2 54.55 0.93 67.65 54.65 9.62
Feb-23 60.65 50.6 0.98 60.85 50.65 3.93
Mar-23 54.4 46 0.48 54.15 46.80 4.73

 Performance in comparison to BSE Sensex

BSE
Month Closing Share Price Sensex Closing
Apr-22 66.25 57060.87
May-22 55.5 55566.41
Jun-22 52.7 53018.94
Jul-22 56.3 57570.25
Aug-22 76.8 59537.07
Sep-22 67.5 57426.92
Oct-22 65.7 60746.59
Nov-22 62.45 63099.65
Dec-22 57.6 60840.74
Jan-23 59.55 59549.9
Feb-23 53 58962.12
Mar-23 49.44 58991.52

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Graphical Presentation

Stock Performance vs BSE Sensex

64000 90
62000 80
60000 70
58000 60

Share Price
Sensex

56000 50
54000 40
52000 30
50000 20
48000 10
46000 0

BSE Closing Share Price BSE Sensex Closing

 Performance in comparison to Nifty 50

NSE
Month Closing Share Price Nifty Closing
Apr-22 65.80 17102.55
May-22 55.75 16584.55
Jun-22 52.75 15780.25
Jul-22 56.00 17158.25
Aug-22 76.85 17759.30
Sep-22 67.80 17094.35
Oct-22 65.90 18012.20
Nov-22 62.90 18758.35
Dec-22 57.70 18105.30
Jan-23 59.20 17662.15
Feb-23 52.55 17303.95
Mar-23 49.75 17359.75

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Graphical Presentation

Stock Performance vs Nifty 50

20000 90.00
18000 80.00
16000 70.00
14000 60.00

Share Price
12000
50.00
Nifty

10000
40.00
8000
6000 30.00
4000 20.00
2000 10.00
0 0.00

Nifty Closing Share Price Nifty Closing

 Suspension of Securities from Trading: Not applicable

 Registrar to an issue and Share Transfer Agents:

Aarathi Consultants Private Ltd
CIN: U74140TG1992PTC014044; SEBI Registration No. INR000000379
1-2-285, Domalguda, Hyderabad – 500 029, Telangana.
Tel: +91-40-27638111; 27634445 Fax +91-40-27632184
E-mail: info@aarthiconsultants.com; Website: http://www.aarthiconsultants.com/

 Share Transfer System

All activities in relation to share transfer facility are maintained by Aarthi Consultants Private
Limited, the Registrar and Share Transfer Agents of the Company. Transfer of shares in
electronic form were processed and approved by NSDL and CDSL through their Depository
Participant without the involvement of the Company. For shares held in electronic form, after
confirmation of sale/purchase transaction from the Broker, Shareholders should approach their
respective Depository Participant (DP).

According to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests
for effecting transfer of securities shall not be processed unless the securities are held in
dematerialized form with a depository. Also, transmission or transposition of securities held in
physical or dematerialised form shall be effected only in dematerialised form. In view of this,
members holding shares in physical form are requested to consider converting their holdings to
dematerialized form. Members can contact the Company or Company’s Registrars and Transfer
Agents, Aarthi Consultants Private Limited for assistance in this regard. Members may also refer
to Company’s website w.r.t procedure for converting physical shares into electronic mode.
Members may also visit web site of depositories viz. NSDL or CDSL for further understanding
about the demat procedure: NSDL website: https://nsdl.co.in CDSL website:
https://www.cdslindia.com

The Company obtains annual certificate from a Company Secretary in Practice confirming the
issue of certificates for transfer, sub-division, consolidation etc., and submits a copy thereof to
the Stock Exchanges in terms of Regulation 40(9) of SEBI (LODR) Regulations, 2015. Further, the
Compliance Certificate under Regulation 7(3) of the SEBI (LODR) Regulations, 2015 confirming
that all activities in relation to share transfer facility are maintained by Registrar and Share
Transfer Agent registered with the Board is also submitted to the Stock Exchanges on an annual
basis.

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As at March 31, 2023, no equity shares were pending for transfer.

 Distribution of shareholding as on March 31, 2023
S. No Category Holders Holders No. of Shares Amount Amount
% %
1 1 - 5000 9671 84.57 1160962 11609620 5.91
5001 -
2 10000 831 7.27 670364 6703640 3.41
10001 -
3 20000 456 3.99 692170 6921700 3.53
20001 -
4 30000 170 1.49 424805 4248050 2.16
30001 -
5 40000 83 0.73 301980 3019800 1.54
40001 -
6 50000 66 0.58 312563 3125630 1.59
50001 -
7 100000 87 0.76 658993 6589930 3.36
8 100001 & Above 72 0.63 15409178 154091780 78.49
Total: 11436 100 19631015 196310150 100

Category of Equity Shareholders as on March 31, 2023.

Category No. of Shares held Percentage of Shareholding
Promoter & Promoter Group 9209693 46.91
Public
Individual Shareholders 6881445 35.06
Bodies Corporate 58683 0.30
Foreign Companies 2063481 10.51
Clearing Members 1706 0.01
Non Resident Indians 764736 3.90
Foreign Nationals 92027 0.47
Directors and their Relatives (excluding 9500 0.05
Independent Directors)
NBFCs 3000 0.02
Total Public Shareholding 9874578 50.30
Employee Benefit Trusts (Non – 546744 2.79
Promoter & Non – Public)
Total 19631015 100.00

% of paid up
S. No. Name No. of shares held
capital
I. Promoters
1 Cloud Computing LLC 9,209,693 46.91
SUB-TOTAL 9,209,693 46.91
II. Public
Holding more than 1%
2 Smartshift AG 2,006,100 10.22
3 Kersie M Waghmar 6,06,383 3.09
4 Raymond J Lane 5,00,000 2.55
5 Devinder Prakash Kalra 4,92,629 2.51
6 D R R Swaroop – Trustee (ESOP Trust) 3,19,744 1.63
7 Anuradha Kalra 2,61,621 1.33
8 Purushothaman Vinayakam (ESOP Trust) 2,27,000 1.16
SUB-TOTAL 44,13,477 22.49
III. OTHERS 60,07,845 30.60
GRAND TOTAL 1,96,31,015 100.00

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 Dematerialization of Shares and Liquidity

The Company’s shares are available for dematerialization with both the Depositories i.e., National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Requests for the same are completed within the statutory timelines, provided all the documents
are valid and in order.

As on 31 March 2023, 18,976,221 equity shares representing 96.67% of the total paid up share
capital were held in dematerialized form with NSDL and CDSL.

S. No. Mode No. of shares % of total paid up

1 Demat (NSDL) 14,680,414 74.78
2 Demat (CDSL) 4,295,807 21.89
3 Physical 6,54,794 03.33
TOTAL 1,96,31,015 100.00

 Outstanding global depository receipts or american depository receipts or warrants or

any convertible instruments, conversion date and likely impact on equity:

The company has not issued any global depository receipts or american depository receipts or
warrants or any other convertible instruments during the period ended March 31, 2023. Also,
there are no outstanding global depository receipts or american depository receipts or warrants
or any convertible instruments as on March 31, 2023.

 Commodity price risk or foreign exchange risk and hedging activities:

Your Company does not have commodity price risk being in the IT sector and hence no
commodity hedging is done. The Company’s exposure to the risk of changes in foreign exchange
rates relates primarily to the trade/other payables, trade/other receivables and derivative
assets/liabilities. The risks primarily relate to fluctuations in US Dollars against the functional
currencies of the Company. The Company’s exposure to foreign currency changes for all other
currencies is not material. The Company evaluates the impact of foreign exchange rate
fluctuations by assessing its exposure to exchange rate risks. For foreign currency exchange
rate risk and sensitivity during the year, please refer notes to financial statements for the FY
2022-23 elsewhere provided in this Annual Report. The foreign exchange risk has not been
hedged during the financial year. The foreign exchange loss (net) as per the standalone financial
statements for the financial year 2022-23 is 108.48 lakhs.

The disclosures regarding commodity risks by listed entities pursuant to SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 is not applicable.

 Plant locations (Software Development Locations & correspondence address)

North America

USA

Cambridge Technology Inc. (Wholly Owned Subsidiary):

120 SE 6th Avenue, Topeka, Kansas 66603;
5051 Peachtree Corners Circle, Suite 200, Norcross GA 30092;
245 First Street, Riverview, 18th Floor, Cambridge, MA 02142;
1400 Envoy Circle, Suite 1408, Louisville KY 40299

Singapore

Cambridge Technology Investments Pte. Ltd. (Wholly Owned Subsidiary) – 7500A Beach Road,
#14-302, The Plaza, Singapore (199591)

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Philippines

Cambridge Biz Serve Inc. (Step Down Subsidiary) – 2F and 3F Floor, Filipino Gentiles, Juan Dela
Cruz St. Toril, Davao City

Malaysia

CT Asia SDN. BHD. (formerly known as CT Software Solutions SDN. BHD.) (Step Down
Subsidiary) – 17A-1, Jalan Camar 1/1, Taman Perling, 81200 Johor Bahru, Johor.

India

o Capital Park, 4th Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29, Survey No.72,
Image Gardens Road, Madhapur, Hyderabad - 500 081, Telangana, India.
o 91 Springboard Business Hub Pvt Ltd, 4th Floor, #175 & #176, Dollars Colony, Phase 4, JP
Nagar, Bannerghatta Main Road, Bengaluru - 560 076, Karnataka,.
o Level 4, A-Wing, Dynasty Business Park, Andheri Kura Road, Andheri (E) Mumbai – 400
059, Maharashtra.
o AMARA SRI, situated at old No: 313, New No: 455, Block No: 75, 7th floor, Anna Salai
Teynampet, Chennai 600018, Tamilnadu

 Address for correspondence

Registered Office: Capital Park, 4th Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29,
Survey No.72, Image Gardens Road, Madhapur, Hyderabad - 500 081, Telangana, India.
Phone : +91 40 67234400
Fax : +91 40 67234800
E-mail Id : investors@ctepl.com
Website : https://www.ctepl.com

 List of credit ratings obtained by the entity: Not Applicable

G. OTHER DISCLOSURES

Particulars of Directors seeking Appointment/Re-appointment

For particulars of Directors seeking appointment / re – appointment, please refer report of the
board of directors of the Company, which forms part of this annual report and Notice of 24th
AGM, which will be approved by the Board of Directors of the Company in due course.

Related Party Transactions Disclosure

Disclosures on materially significant related party transactions that may have potential conflict
with the interests of the company at large:

During FY 2022-23, all related party transactions were in the ordinary course of business and on
arm’s length basis. During the year, the Company/Subsidiaries had not entered into any contract
/ arrangement / transactions with Related Parties (except with its subsidiaries as follows) which
could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015.
In accordance with Ind AS, disclosures on related party transactions have been made in the
notes to the Financial Statements.

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Names of Nature of Nature of Salient terms of the contract or transactions

Related Party Relationship Transaction including the value, if any
Cambridge Wholly Owned Services As per transfer pricing guidelines. CTI may
Technology Subsidiary Rendered outsource software development work to
Inc., USA Company from time to time. The payment shall
(“CTI”) be as per transfer pricing guidelines. The
Export Revenue from Cambridge Technology
Inc., USA for the FY 2022-23 is Rupees
510,213,890/-

Related Party Transactions Policy

The Company has adopted a policy on dealing with Related Party Transactions and the same is
disclosed on the website of the Company.
Web link: https://resources.ctepl.com/pdfs/investors/Related_party_transactions_policy.pdf

Details of non-compliance by the Company, penalties and strictures imposed on the

Company by Stock Exchange or SEBI or any statutory authority, on any matter related to
capital markets, during the last three years:

No penalty or strictures have been imposed by stock exchange or SEBI or any statutory authority
on any matter related to capital markets on your Company during financial years 2021-22 &
2022-23. However, the following penalty (ies) or strictures have been imposed by stock
exchange(s) on your Company during the financial year 2020-21.

Stock Regulation Quarter Fine Amount (in

Exchange Rupees)
NSE Regulation 17(1)(c) of SEBI (Listing 5,42,800
Obligations and Disclosure
Requirements) Regulations, 2015:
The Company has not been able to December
BSE appoint requisite number of Directors as 31, 2020 5,42,800
required under the provisions of
Regulation 17(1)(c) of SEBI (LODR)
Regulations, 2015
NSE Regulation 17(1)(c) of SEBI (Listing 3,54,000
Obligations and Disclosure
Requirements) Regulations, 2015:
The Company has not been able to
BSE appoint requisite number of Directors as March 31, 3,54,000
required under the provisions of 2021
Regulation 17(1)(c) of SEBI (LODR)
Regulations, 2015
Total 17,93,600

Pursuant to Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015, the board of directors of the
top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than six
directors. After expiration of term of one of the Director during financial year, the board of
directors of the Company, which is one of the top 2000 listed entity comprised of less than six
directors. BSE and NSE had levied monetary fine(s) for non-compliance with Regulation 17(1)(c)
of SEBI (LODR) Regulations, 2015 for the quarters ended December 31, 2020 & March 31, 2021
and the Company has paid the same within time specified by the Exchanges.

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The time-gap between two Board/Audit Committee meetings during the quarter ended June 30,
2021 does not comply with Regulation 17(2) and 18(2)(a) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e., the Gap between two consecutive Board/Audit
Committee Meetings is more than 120 days for quarter ended June 30, 2021. In this regard,
please refer to explanation stated in Board Report dated May 27, 2022 which forms part of annual
report for the financial year 2021-22. However, please note that there were no penalties or
strictures imposed on the Company by Stock Exchange or SEBI in this matter.

Establishment of Vigil Mechanism/Whistle Blower Policy and affirmation that no personnel

has been denied access to the Audit Committee:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules
made thereunder and also under Regulation 22 of SEBI (LODR) Regulation, 2015, your company
has adopted a Whistle Blower Policy to establish vigil mechanism for Directors/Employees to
voice their concerns about unethical behavior, actual or suspected fraud, alleged wrongful
conduct/ unlawful or unethical or improper practice, leakage of unpublished price sensitive
information, etc. It also provides for adequate safeguards against the victimization of Directors
and employees or any other person who avail the mechanism. It provides for direct access to
the Chairman of the Audit Committee in appropriate or exceptional cases The Company affirms
that during FY 2022-23, no personnel have been denied access to the Audit Committee. The
Whistle Blower Policy is available on the website of the Company. Web link:
https://resources.ctepl.com/pdfs/investors/Whistle_Blower_Policy.pdf

Compliance with mandatory requirements

During the Financial Year 2022-23, the Company has duly complied with all the mandatory
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Adoption of non-mandatory/discretionary requirements as specified in Part E of Schedule II

 The Internal Auditors report directly to the Audit Committee.

 The Company has received audit report with unmodified opinion for both standalone and
consolidated audited financial results of the Company for the financial year ended March
31, 2023 from the statutory auditors, M/s. B R A N D & Associates LLP, Chartered
Accountants vide Independent Auditors Report dated May 26, 2023.
 The Company’s quarterly and half-yearly results are published in the newspapers and
also uploaded on its website. The Company provides the copy of the quarterly and half-
yearly results only on receipt of a specific request from the Shareholders.

Subsidiary Companies

All subsidiary companies are Board managed with their Boards having the rights and to manage
such companies in the best interest of their stakeholders. The audit committee of the company
has reviewed the financial statements, in particular, investments made by the unlisted
subsidiary. The minutes, if any, of the meetings of board of directors of the unlisted
subsidiary(ies) are placed at the board meeting of the company, as and when required. The
management of the unlisted subsidiary brings to the notice of the board of directors of the
company, a statement of all significant transactions and / or arrangements entered into by the
subsidiary. The Company monitors performance of subsidiary companies and also comply with
the regulations, inter alia, by means, as specified in Regulation 24 of the SEBI (LODR)
Regulations, 2015.

In terms of regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Ms. Jayalakshmi Kumati Kanukollu, Independent Director of the Company is
appointed as a Director on the Board of Directors of material wholly owned subsidiary(ies) of the
Company as on March 31, 2023.

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In terms of regulation 16 of the Listing Regulations, the Board of Directors has adopted a policy
with regard to determination of Material Subsidiaries. The policy is available on the website of
the Company at https://resources.ctepl.com/pdfs/investors/Policy_on_material_subsidiaries.pdf

Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans
to firms/companies in which directors are interested by name and amount: Not Applicable

Details of material subsidiaries of the listed entity; including the date and place of
incorporation and the name and date of appointment of the statutory auditors of such
subsidiaries.

Name of Material Date of Place of Name of Date of

Subsidiary Incorporation Incorporation Statutory Appointment of
Auditor Statutory
Auditor
Cambridge 23/12/2014 USA NA NA
Technology Inc
Cambridge 15/02/2017 USA NA NA
Innovation Capital
LLC
FA Software 24/10/2016 Chennai, India M/s. B R A N D & 11/05/2023
Services Private Associates LLP
Limited

Disclosure of commodity price risks and commodity hedging activities: Not Applicable.
However, details related to foreign exchange risk is provided elsewhere in this report.

Details of utilization of funds raised through preferential allotment or QIP: Not Applicable

Certificate from Practicing Company Secretary:

A certificate from M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka
Rajora, Practicing Company Secretary: CP No. 22886) that none of the Directors on the Board of
the company have been debarred or disqualified from being appointed or continuing as directors
of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is
attached as Annexure – 1 to this report.

Where the board had not accepted any recommendation of any committee of the board which
is mandatorily required, in the relevant financial year: None

Total fees paid to Statutory Auditors:

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis to
Statutory Auditors and all the entities in the network firm/network entity of which the statutory
auditor is a part is as follows:

M/s. B R A N D & Associates LLP (w.e.f September 27, 2021)

Particulars March 31, 2023 March 31, 2022

Statutory audit fee 5,00,000 5,00,000
For other services (including fees for quarterly limited 5,40,000 5,40,000
review)
Reimbursement of expenses 10,000 -
Total 10,50,000 10,40,000

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Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 for the financial year 2022-23:

Number of complaints filed during the financial year Nil

Number of complaints disposed of during the financial year Nil
Number of complaints pending as on end of the financial year Nil

Non-Compliance of any requirement of the Corporate Governance Report of sub – paras (2)
To (10) Of Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with Reasons:

The Company has complied with all the requirements of the corporate governance report of sub
- paras (2) to (10) of part C of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Code of Conduct

The Company has adopted a Code of Conduct for the Board of Directors & senior management
personnel of the Company, as per the provisions of Regulation 17(5) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code
serves as a guide to the Directors and Senior Management to make informed and prudent
decisions and act on them. The code is available on the website of the Company at
https://resources.ctepl.com/pdfs/investors/CTEL-Code-of-Conduct-29.03.2019.pdf

The members of the Board including Independent Directors and Senior Management Personnel
of the Company have affirmed compliance with the Code of Conduct as at March 31, 2023. A
declaration to this effect signed by Mr. Dharani Raghurama Swaroop, Whole – time Director is
attached as an Annexure - 2 to this report.

Code of conduct for prohibition of insider trading

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015
including amendments thereof, the Company has adopted a Code of Conduct to regulate,
monitor and report trading by insiders and further amended and renamed as Code of Conduct
to regulate, monitor and report trading by its designated persons and immediate relatives of
designated persons.

The code is available on the website of the Company.

Web link:
https://resources.ctepl.com/pdfs/investors/Code_of_conduct_for_reporting_monitoring_regulati
ng_of_trading_by_insiders.pdf

The Company has adopted a “Code of practices and procedures for Fair Disclosure of
Unpublished Price Sensitive Information” further the board of directors of the Company also
made a policy for determination of “legitimate purposes” as a part of “Codes of Fair Disclosure
and Conduct” formulated under the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The code is available on the website of the Company.
Web link: https://resources.ctepl.com/pdfs/investors/Code-of-Fair-Disclosure.pdf

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Disclosure on Accounting Treatment

The audited financial statements (both standalone and consolidated) for the financial year 2022-
23 have been prepared in accordance with Section 129 and Section 133 of the Companies Act,
2013 read with the rules made thereunder and applicable Indian Accounting Standards (Ind AS).

Further, the Company has adopted Ind AS 116, effective from April 1, 2019. In the statement of
profit and loss with effect from the period 2019-20, the nature of expenses in respect of
operating leases has changed from lease rent to depreciation cost for the right-to-use asset and
finance cost for interest accrued on lease liability.

Risk Management

The Company process is in place to ensure that all the Current and Future Material Risks of the
Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce
the effects of the risks to ensure proper growth of the business. Your Company has a well-
defined risk management framework in place and a robust organizational structure for managing
and reporting risks. For details related to risks and risk management, shareholders are requested
to refer to “Threats, risks & concerns section” and “Internal control systems and their adequacy
section” of Management Discussion and Analysis Report and Note 33 & 34 (for financial
instruments & risk management and financial risk management) of the Consolidated and
Standalone Financial Statements, which forms part of annual report.

Reconciliation of Share Capital Audit for reconciliation of share capital

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of
Share Capital Audit to reconcile the total admitted capital with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and
paid-up capital. This audit is carried out every quarter and the report there on is submitted to
the stock exchanges. The audit, inter alia, confirms that the listed and paid up capital of the
company is in agreement with the aggregate of the total number of shares in dematerialized form
held with NSDL and CDSL and the total number of shares in physical form.

Information flow to the Board Members

As required under Regulation 17(7), Part A of Schedule II of SEBI (LODR) Regulations, 2015,
information is provided to the Board members for their information, review, inputs and approval
from time to time.

Policy for determination of materiality and disclosure of material events/information

The Company has adopted the Policy for Determination of Materiality of Events / Information in
accordance with the Regulation 30 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to determine the events and information which
are material in nature and are required to be disclosed to the stock exchanges. The said policy
is available on the website of the Company at:
https://resources.ctepl.com/pdfs/investors/CTELPolicyonDisclosureofMaterialEvents.pdf

CEO and CFO certification

The Whole-time Director(s) and the Chief Financial Officer have certified to the Board regarding
compliance of matters specified in regulation 17(8) read with Part B of Schedule II of the Listing
Regulations and the same forms part of the Directors Report, attached as an Annexure 6 to the
same.

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Compliance Certificate regarding compliance of conditions of Corporate Governance

M/s. Rajora & Co, Practicing Company Secretaries (Proprietor: Ms. Priyanka Rajora, Practicing
Company Secretary: CP No. 22886) has issued a compliance certificate regarding compliance of
conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 for the
financial year ended March 31, 2023. The said certificate is annexed as Annexure 8 to the
Directors Report.

The Company also submits a quarterly compliance report on corporate governance in the format
as specified from time to time to NSE & BSE within 21 days from the close of every quarter.

Disclosure with respect to demat suspense account / unclaimed suspense account: Not
Applicable

Disclosure of Compliance for the year ended March 31, 2023:

Regulation 17 to 27 and clauses (b) to (i) of Sub-regulation (2) of regulation 46 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Regulation Particular of Regulations Compliance
Status
(Yes/No)
17 Board of Directors Yes
18 Audit Committee Yes
19 Nomination and Remuneration Committee Yes
20 Stakeholders Relationship Committee Yes
21 Risk Management Committee Not Applicable
22 Vigil Mechanism Yes
23 Related party Transactions Yes
24 Corporate Governance requirements with respect to Yes
subsidiary of listed entity
25 Obligations with respect to Independent Director Yes
26 Obligations with respect to employees including Yes
senior management, key managerial persons, directors and
promoters
27 Other Corporate Governance requirements Yes
46(2) [(b) to Website Yes
(i)]

For and on behalf of the Board of Directors

Sd/- Sd/-

Hyderabad Dharani Raghurama Swaroop Chirravuri Subrahmanya Leeladhar

May 26, 2023 Whole – time Director Executive Director & CFO
DIN: 00453250 DIN: 01643014

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Annexure - 1
Certificate of non-disqualification of directors

CERTIFICATE
[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the Securities Exchange
and Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015]

To,
The Members,
Cambridge Technology Enterprises Limited
Capital Park, 4th Floor, Unit No.403B&404, Sy No.72, PlotNo.1-98/4/1-13,28&29,
Image Gardens Road, Madhapur Hyderabad-500081, Telangana, India

I have examined the relevant disclosures provided by the Directors (as enlisted in Table A) to
Cambridge Technology Enterprises Limited bearing CIN: L72200TG1999PLC030997, having
registered office at Capital Park, 4th Floor, Unit No.403B&404, Sy No.72, PlotNo.1-98/4/1-
13,28&29, Image Gardens Road, Madhapur Hyderabad-500081, Telangana, India (hereinafter
referred to as “the Company”) for the purpose of issuing this Certificate, in accordance with
Regulation 34(3) read with Schedule V Para C Clause 10 (i) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my knowledge and based on the following:

i. Documents available on the website of the Ministry of Corporate Affairs;

ii. Verification of Directors Identification Number (DIN) status on the website of the Ministry
of Corporate Affairs;
iii. Disclosures provided by the Directors (as enlisted in Table A) to the Company; and
iv. Debarment list of the Bombay Stock Exchange and the National Stock Exchange,

I hereby certify that none of the Directors on the Board of the Company (as enlisted in Table A)
have been debarred or disqualified from being appointed or continuing as directors of the
Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any
such other statutory authority as on March 31, 2023.

Table A:

Director Date of
Identification appointment in
Name of the Director Number (DIN) the Company
Dharani Swaroop Raghurama 00453250 28-01-1999
Subrahmanya Leeladhar Chirravuri 01643014 14-01-2023
Lalpet Sridhar 02539952 13-11-2019
Stefan Hetges 03339784 15-11-2010
Jayalakshmi Kumari Kanukollu 03423518 14-03-2015
Amudala Sreeramulu Nageswar Rao 07030259 05-09-2022
Manjula Aleti 07563104 01-07-2021
Srinivas Medepalli 08727174 13-04-2023

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Ensuring the eligibility of the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. My responsibility is to express an opinion on
these, based on my verification. This certificate is neither an assurance as to the future viability
of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.

For Rajora & Co.,

Practicing Company Secretaries
Date: 26th May 2023
Place: Hyderabad Sd/-

Priyanka Rajora
Proprietor
UDIN: A038168E000366531
Membership No. # 38168
C.P. # 22886

Annexure 2

Declaration Regarding Compliance with the Code of Conduct for Board of Directors and
Senior Management of Cambridge Technology Enterprises Limited (CTE)

(Pursuant to Regulation 26(3) & Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

This is to confirm that the Company has adopted Code of Conduct for the Board of Directors
and the Senior Management of the Company, which is available on the Company’s website
www.ctepl.com

I declare that the Board of Directors and the Senior Management Personnel of the Company have
affirmed their compliance with the “Code of Conduct for Board of Directors and Senior
Management of CTE” for the Financial Year 2022 – 23”.

Sd/-
Place: Hyderabad Dharani Raghurama Swaroop
Date: April 20, 2023 (Whole-time Director)
(DIN: 00453250)

89
Financial
Statements
See how we performed in the
year gone by.

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INDEPENDENT AUDITOR’S REPORT

To the Members of Cambridge Technology Enterprises Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Cambridge Technology Enterprises

Limited (hereafter referred to as “the Holding Company”) and its wholly owned subsidiaries
(the Holding Company and its subsidiaries together referred to as ‘the Group’) which comprise
the Consolidated Balance Sheet as at 31st March, 2023, and the Consolidated Statement of
Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of
Changes in Equity and the Consolidated Cash Flow Statement for the year then ended, and
notes to the consolidated financial statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us,
and based on the consideration of reports of the other auditors on separate financial
statements of subsidiaries not audited by us, the aforesaid consolidated financial statements
give the information required by the Companies Act, 2013(“the Act”), in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the consolidated state of affairs of the Group as at March 31, 2023, of its consolidated
profit (including other comprehensive income), consolidated changes in equity and its
consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the
Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Group, in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in India in terms of the Code of Ethics issued by the Institute
of Chartered Accountants of India (“ICAI”) and the relevant provisions of the Companies Act,
2013, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence obtained by us and the audit evidence
obtained by the other auditors in terms of their reports referred to in sub- paragraphs (a) and
(b) of other matters section below, is sufficient and appropriate to provide a basis for our
opinion.

Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report but does not include the
consolidated financial statements, standalone financial statements, and our auditor’s report
thereon. The Holding Company’s annual report is expected to be made available to us after the
date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon. In connection with our audit of
the consolidated financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

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When we read the Holding Company’s annual report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with
governance and take necessary actions, as applicable under the relevant laws and regulations.

We are not in receipt of other information prior to the date of this auditor’s report and hence,
we cannot report on the other information.

Emphasis of Matter

The Group has non-current investments which are valued at cost less impairment. The Group is
of the opinion that these investments carry the value as stated in the consolidated financial
statements. (Refer Note 5.1 of the consolidated financial statements). We have relied on the
same and our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the
preparation and presentation of these consolidated financial statements in term of the
requirements of the Act that give a true and fair view of the consolidated financial position,
consolidated financial performance, consolidated changes in equity and consolidated cash
flows of the Group in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards specified under section 133 of the Act. The
respective Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Group and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the consolidated financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error, which have been used for the
purpose of preparation of the consolidated financial statements by the Management and
Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the Boards of Directors of the companies
included in the Group are responsible for assessing the ability of the respective entities to
continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the respective Boards of Directors either
intend to liquidate their respective entities or to cease operations, or has no realistic alternative
but to do so.

The respective Boards of Directors of the companies included in the Group are also
responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

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 Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
 Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion on whether the Holding
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management and Board of
Directors.
 Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in
the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision
and performance of the audit of the financial statements of such entities included in
the consolidated financial statements of which we are the independent auditors. For
the other entities included in the consolidated financial statements, which have been
audited by other auditors, such other auditors remain responsible for the direction,
supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

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Other matters

a) We did not audit the financial statements/ financial information of Cambridge

Technology Investments Pte Ltd, Singapore whose financial statements reflect
total assets of 572.13 lakhs as at 31 March 2023, total income of Rs. 447.20Lakhs,
total profit of Rs. 22.73 Lakhs and net cashflow of Rs. 15.05 lakhs for the year
ended 31st March 2023 respectively as considered in the consolidated financial
results, which are audited by their independent auditor upto period ended 31st
March 2023 whose reports have been furnished to us by the Management and our
opinion on the consolidated financial results, in so far as it relates to the amounts
and disclosures included in respect of this entity is based solely on such audited /
unaudited financial statements / financial information. Our opinion is not modified in
respect of this matter.
b) We did not audit the financial statements/ financial information of Cambridge
BizServe Inc, Philippines whose financial statements reflect total assets of 55.93
lakhs as of 31 March 2023, total income of Rs.251.34 Lakhs, total net profit of
Rs.165.36 Lakhs and net cashflow of Rs.(1.69 lakhs) for year ended 31st March
2023 respectively for the year ended 31 March 2023 as considered in the
consolidated financial results, which have been audited by their independent
auditor upto period ended 31st December 2022 whose reports have been
furnished to us by the Management and are unaudited for the period from 1st
January 2023 to 31st March 2023. The financial statements and other financial
information have been audited for the period ended 31st December 2022 since
entity follows a different accounting period from that of the holding company.
Unaudited financial statements for the period from 1st January 2023 to 31st March
2023 of this entity have been furnished to us by the Board of Directors and our
opinion on the consolidated financial results, in so far as it relates to the amounts
and disclosures included in respect of this entity is based solely on such audited /
unaudited financial statements / financial information.
c) We did not audit the financial statements/ financial information of CT Asia SDN.
BHD. (formerly known as CT Software Solutions SDN BHD), Malaysia whose
financial statements reflect total assets of Rs.156.14 lakhs as at 31 March 2023,
total income of Rs. 698.46 Lakhs, total net profit of Rs. 105.53 Lakhs and net
cashflow of Rs.15.19 lakhs for year ended 31st March 2023 respectively for the
year ended 31 March 2023 as considered in the consolidated financial results,
which have been audited by their independent auditor upto period ended 31st
March 2023 whose reports have been furnished to us by the Management and our
opinion on the consolidated financial results, in so far as it relates to the amounts
and disclosures included in respect of this entity is based solely on such audited /
unaudited financial statements / financial information. Our opinion is not modified in
respect of this matter.
d) We audited the financial statements/ financial information of Cambridge
Technology Inc., USA whose financial statements reflect total assets of 7608.04
lakhs as of 31 March 2023, total income of Rs. 15,098.90 Lakhs, net profit of
Rs.187.46 Lakhs and net cashflow of Rs. (1,116.61 lakhs) for the year ended 31st
March 2023 respectively for the year ended 31 March 2023 as considered in the
consolidated financial results, which have been audited by us.
e) We did not audit the financial statements/ financial information of CTE WEB APPS
PRIVATE LIMITED whose financial statements reflect total assets of 1.50 lakhs as at
31 March 2023, total income of Rs.Nil Lakhs, total profit of Rs. Nil Lakhs and net
cashflow of Rs.1.5 lakhs for year ended 31st March 2023 respectively as
considered in the consolidated financial results, which are audited by their
independent auditor upto period ended 31st March 2023 whose reports have been
furnished to us by the Management and our opinion on the consolidated financial
results, in so far as it relates to the amounts and disclosures included in respect of
this entity is based solely on such audited financial statements / financial
information. Our opinion is not modified in respect of this matter.

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f) We audited the financial statements/ financial information of FA Software Services

Private Limited whose financial statements reflect total assets of 1,772.03 lakhs as
at 31 March 2023, total income of Rs. 2,001.85 Lakhs, total profit /(loss) of 10.10
lakhs and cashflow of Rs. 30.40 lakhs for the year ended 31st March 2023
respectively as considered in the consolidated financial results, which are audited
by us. Our opinion is not modified in respect of this matter.
g) We did not audit the financial statements/ financial information of Cambridge
Innovations Capital LLC, USA whose financial statements reflect total assets of
Rs.3148.13 lakhs as at 31 March 2023, total income of Rs. 911.07 Lakhs, total net
profit of Rs. 182.83 Lakhs for the year ended 31st March 2023 respectively and net
cash outflows of Nil lakhs for the year ended 31 March 2023 as considered in the
consolidated financial results, which are unaudited furnished to us by the
Management and our opinion on the Statement, in so far as it relates to the
amounts and disclosures included in respect of these subsidiaries is based solely
on such unaudited financial statements and other financial information.
h) Our opinion on the Statement is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of the other auditors and
the financial information certified by the Management.
i) The financial statements and other financial information of the wholly owned
subsidiaries, located outside India, have been prepared in accordance with
accounting principles generally accepted in those countries and have been audited
by other auditors under generally accepted auditing standards applicable in those
countries / certified by the Holding Company’s Board of Directors under generally
accepted accounting standards applicable in that country. The Holding Company’s
Board of Directors has converted the financial statements from accounting
principles generally accepted in those countries to accounting principles generally
accepted in India. We have audited these conversion adjustments made by the
Holding Company’s Board of Directors. Our opinion in so far as it relates to the
balances and affairs of such subsidiaries is based on the reports of other auditors
/certification by the Holding Company’s Board of Directors and the conversion
adjustments prepared by the Holding Company’s Board of Directors and audited by
us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by
the Central Government of India in terms of Section 143 (11) of the Act, we give in the
“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit and on the consideration
of the report of the other auditors on separate financial statements of subsidiaries, as
referred to in ‘Other Matters’ paragraph, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law relating to the
preparation of the aforesaid consolidated financial statements have been kept
so far as it appears from our examination of those books and returns and
reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), Consolidated Statement of Changes
in Equity and the Consolidated Cash Flow Statement dealt with by this Report
are in agreement with the relevant books of account maintained for the purpose
of the preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the
Indian Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the
Holding Company as on 31st March, 2023 taken on record by the Board of

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Directors of the Holding Company, none of the directors of the Holding

Company is disqualified as on 31st March, 2023 from being appointed as a
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial
reporting of the Holding Company, the operating effectiveness of such controls,
refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in
our opinion and to the best of our information and according to the explanations
given to us:
i. The Group has disclosed the impact of pending litigations on its financial
position in its consolidated financial statements (Refer note 37 of the
consolidated financial statements);
ii. The Group did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses;
iii. There is no amount required to be transferred to the Investor Education
and Protection Fund by the Holding Company.
iv. The management has represented that, to the best of its knowledge and
belief, other than as disclosed in note to financial statements, no funds
have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Holding
Company or its subsidiary companies incorporated in India to or in any
other persons or entities, including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall:
 directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Holding Company or its subsidiary companies
incorporated in India or
 provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.
v. The management has represented, that, to the best of its knowledge
and belief, no funds have been received by the Holding Company or its
subsidiary companies incorporated in India from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Holding Company or
its subsidiary companies incorporated in India shall:
 directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Parties or
 provide any guarantee, security or the like from or on behalf of
the Ultimate Beneficiaries
vi. Based on such audit procedures as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under iv and v contain
any material misstatement.
vii. Proviso to Rule 3(1) of the Companies (Accounts)Rules, 2014 for
maintaining books of account using accounting software which has a
feature of recording audit trail (edit log) facility is applicable to the
Company w.e.f. April 1, 2023, and accordingly, reporting under Rule
11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for
the financial year ended March 31, 2023.
h) With respect to the matter to be included in the Auditors’ report under Section
197(16) of the Act:
In our opinion and according to the information and explanation given to us, the
remuneration paid during the current year by the Holding Company and its

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 Annual Report
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subsidiaries which are incorporated in India to its directors is in accordance with the
provisions of Schedule V and Section 197 of the Act.

For B R A N D & Associates LLP

Chartered Accountants
FRN: 012344S/S200101

Kumaraswamy Reddy A
Partner
Membership no: 220366

Date: 26th May,2023

Place: Hyderabad
UDIN: 23220366BGUNQK1163

Annexure A to the Independent Auditor’s report on the consolidated financial statements of

Cambridge Technology Enterprises Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section
of our report of even date)

In our opinion and according to the information and explanations given to us, the Companies
(Auditor’s Report) Order 2020, the auditors of the Subsidiary Companies in India did not include
any unfavorable answers or qualifications or adverse remarks in their CARO Reports.

For B R A N D & Associates LLP

Chartered Accountants
FRN: 012344S/S200101

Kumaraswamy Reddy A
Partner
Membership no: 220366

Date: 26th May,2023

Place: Hyderabad
UDIN: 23220366BGUNQK1163

97
 Annual Report
2022-23

Annexure “B” to the Independent Auditor’s Report on the standalone financial statements
Cambridge Technology Enterprises Limited for the year ended 31 March 2023

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Cambridge
Technology Enterprises Limited (“the Holding Company”) as of 31 st March 2023 in conjunction
with our audit of the consolidated financial statements of the Holding Company for the year
ended on that date.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the
Holding Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31st March 2023, based on the internal control over financial
reporting criteria established by the Holding Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.

Management’s Responsibility for Internal Financial Controls

The Holding Company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by
the Holding Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the
Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence
to the Holding Company’s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Holding Company’s internal financial controls
over financial reporting based on our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance
Note”) and the Standards on Auditing prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls over
financial reporting was established and maintained and if such controls operated effectively in
all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error.

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2022-23

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Holding Company’s internal financial controls system over
financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company's assets that could have a material effect on the financial
statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject
to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

For B R A N D & Associates LLP

Chartered Accountants
FRN: 012344S/S200101

Kumaraswamy Reddy A
Partner
Membership no: 220366

Date: 26th May, 2023

Place: Hyderabad
UDIN: 23220366BGUNQK1163

99
Cambridge Technology Enterprises Limited
Consolidated Balance Sheet as at 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
As at As at
Note
31 March 2023 31 March 2022
I. ASSETS
Non-current assets
(a) Property, plant and equipment, intangible assets
(i) Property,plant and equipment 4.1 224,596.88 9,107.27
(ii) Intangible assets 4.2 145,457.74 155,525.01
(b) Right-of-use assets 41 921.96 21,440.76
(c) Capital Work-in-progress 4.3 - 181,190.60
(d) Intangible Assets under development 4.4 - 34,114.51
(e) Financial assets
(i) Investments 5.1 127,566.47 117,621.19
(ii) Other financial assets 5.2 155,127.56 24,393.24
(f) Other non-current assets 6 14,107.53 9,427.90
(g) Deferred tax assets 7 24,040.32 22,555.25
(h) Amount recoverable from ESOP Trust 11,900.00 11,900.00
703,718.45 587,275.73
Current assets
(a) Financial assets
(i) Trade receivables 8 551,828.62 282,976.23
(ii) Cash and cash equivalents 9 33,950.17 134,126.05
(iii) Bank balances other than (ii) above 10 243,535.94 225,378.80
(iv) Loans 11 1,341.81 1,630.18
(v) Other financial assets 12 42,322.37 30,395.96
(b) Other current assets 13 190,230.34 81,988.87
1,063,209.26 756,496.09

TOTAL ASSETS 1,766,927.71 1,343,771.83

II. EQUITY AND LIABILITIES

Equity
(a) Equity share capital 14 196,310.15 196,310.15
(b) Other equity 15 791,475.46 657,553.31
987,785.61 853,863.46

Non Controlling Interest 16 4,374.14 -

Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 17 294,404.77 151,620.00
(ii) Lease liabilities 41 - 11,316.58
(b) Provisions 18 44,689.15 37,942.30

339,093.93 200,878.88

Current liabilities
(a) Financial liabilities
(i) Borrowings 19 273,698.74 179,804.72
(ii) Lease liabilities 41 1,174.16 14,039.15
(iii) Trade payables 20
a) total outstanding dues of micro enterprises
1,687.65 703.41
and small enterprises
b) total outstanding dues of creditors other than micro
43,175.40 18,917.68
enterprises and small enterprises
(iv) Other financial liabilities 21 79,906.68 51,483.85
(b) Other current liabilities 22 28,202.50 8,844.11
(c) Provisions 23 6,668.05 6,128.19
(d) Current tax liabilities(net) 24 1,160.89 9,108.37
435,674.06 289,029.48

TOTAL EQUITY AND LIABILITIES 1,766,927.71 1,343,771.83

Significant accounting policies 2

The accompanying notes are an integral part of the consolidated financial statements.

As per our Report of even date attached

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy Allugunti Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

100
Cambridge Technology Enterprises Limited
Consolidated statement of profit and loss for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
For the year ended For the year ended
Note
31 March 2023 31 March 2022
Income

I. Revenue from operations 25 1,819,920.70 1,122,429.68

II. Other income 26 29,283.53 20,331.01

III. Total Income 1,849,204.24 1,142,760.70

IV. Expenses
Purchase of software licenses 99,555.73 70,857.95
Subcontracting expenses 329,984.66 203,005.50
Employee benefits expense 27 1,035,823.73 601,877.77
Finance costs 28 28,136.72 5,906.98
Depreciation and amortisation expense 29 87,319.48 65,638.02
Other expenses 30 166,702.29 77,916.01
Total expenses 1,747,522.60 1,025,202.24

V. Profit before tax 101,681.64 117,558.47

VI. Tax expenses
- Current tax 20,376.80 22,985.41
- Income tax for earlier years - 0.00
- Deferred tax (361.43) (3,383.14)
VII. Profit for the year including non-controlling interest 81,464.31 97,956.20
VIII. Profit for the year attributable to non-controlling interest 201.96 0.00

IX.Other comprehensive income

Items that will be reclassified to statement of profit and loss
a) Exchange differences on translating the financial statements of
40,256.55 7,084.02
foreign operation
Items that will not be reclassified to statement of profit and loss
a) Remeasurement of defined benefit plans (5,987.06) 2,010.72
b) Fair valuation of investments - 0.00
c) Income tax relating to item (a) above 1,665.60 (559.38)
Other comprehensive income (net of tax) 35,935.09 8,535.35

IX. Total comprehensive income for the year including non- controlling
117,601.36 106,491.56
interest

Net Profit for the year attributable to:

Owners of the parent 81,464.31 97,956.20
Non-Controlling Interests 201.96 -
Other Comprehensive Income attributable to:
Owners of the parent 35,935.09 8,535.35
Non-Controlling Interests - -
Total Comprehensive Income attributable to:
Owners of the parent 117,399.40 106,491.56
Non-Controlling Interests 201.96 -
XI. Earnings per equity share (Face value of each ₹ 10)
- Basic 4.15 4.99
- Diluted 4.15 4.99
Significant accounting policies 2

The accompanying notes are an integral part of the consolidated financial statements.

As per our Report of even date attached

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy Allugunti Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director

Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

101
 Cambridge Technology Enterprises Limited
Consolidated statement of changes in equity for the year ended 31 March, 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

a. Equity share capital

Particulars Note Amount

As at 01 April 2021 14 196,310.15

Changes in equity share capital -
As at 31 March 2022 196,310.15
Changes in equity share capital -
As at 31 March, 2023 196,310.15

b. Other equity

Note -15
Reserves and surplus Other comprehensive Income
Exchange
differences in
Particulars Securities Share options Total
Capital Fair value of translating the
premium outstanding Retained earnings
reserve investments financial
reserve reserve
statements of
foreign operations
Balance as at 1 April, 2021 499.00 - 5,050.64 711,048.52 (232,922.69) 40,727.58 524,403.05
Profit for the year - - - 97,956.19 - 97,956.19
Adjustment of accumulated losses - -
Adjustment of unamortised goodwill - - - - - - -
Other comprehensive income - - - 1,451.34 - - 1,451.34
Recognition of share based payment - - (548.92) 396.21 - -152.71
Forfeiture of Share Warrants 26,811.43 26,811.43
Exchange differences in translating the
- - - - - 7,084.02 7,084.02
financial statements of foreign operations
Adjustments on consolidation - - - - - - -
Movement in fair value in investment - -
Balance as at 31 March, 2022 27,310.43 - 4,501.72 810,852.26 (232,922.69) 47,811.60 657,553.31
Profit for the year - - - 81,464.31 - 81,464.31
Recognition of share based payment (308.98) 223.02 (85.96)
Other comprehensive income - - - (4,321.46) - - (4,321.46)
Forfeiture of Share Warrants - - - - - - 0.00
Exchange differences in translating the
- - - - - 40,256.55 40,256.55
financial statements of foreign operations
Controlling Equity on Acquisition 16,608.70 16,608.70
Movement in fair value in investment - - - - - - 0.00
Balance as at 31 March, 2023 27,310.43 - 4,192.74 904,826.83 (232,922.69) 88,068.15 791,475.45

The accompanying notes are an integral part of the consolidated financial statements.

As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy Allugunti Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

102
Cambridge Technology Enterprises Limited
Consolidated cash flow statement for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
For the year ended For the year ended
31 March 2023 31 March 2022
Cash flows from operating activities
Profit before tax 101,681.64 117,558.46
Adjustments for:
Depreciation and amortisation expense 87,319.48 65,638.02
(Gain)/Loss on disposal of property, plant and equipment 725.77 275.34
Liabilities no longer required written back (4,242.97) (762.98)
Interest income on financial assets carried at amortized cost (21,290.12) (13,753.73)
Provision for doubtful debts 966.16 5,129.64
Bad Debts written off 818.87 233.16
Finance costs 27,455.79 2,663.12
Interest on Rent Deposit (220.38) (277.26)
Net exchange difference 779.36 (29,932.07)
Reversal of Interest on Termination of leases (3,750.45) 0.00
Unwinding of interest costs 680.93 3,243.86
-
Operating cash flow before working capital changes 190,924.09 150015.57

Changes in operating assets and liabilities

(Increase) / Decrease in Trade receivables (267,886.22) 35,244.07
(Increase) / Decrease in other financial assets other than trade receivables (139,019.01) (9,620.88)
(Increase) / Decrease in other assets (112,921.10) (10,030.40)
Increase / (Decrease) in Trade payables 25,241.96 (109,817.32)
Increase / (Decrease) in other financial liabilities 32,665.80 (2,200.00)
Increase / (Decrease) in provisions 7,286.71 7,458.01
Increase / (Decrease) in other liabilities 49,673.85 9,026.81
Cash generated from operations (214,033.93) 70,075.84

Income taxes paid (net) (6,500.00) (6,000.00)

Net cash used in/ provided by operating activities (220,533.93) 64,075.84

Cash flows from investing activities

Purchase of property,plant and equipment (tangible and intangible assets), capital work-in- (85,384.99) (257,852.85)
progress and capital advances
Proceeds from sale of property,plant and equipment 85.25 134.00
Proceeds from Investments - -
Net cash used in investing activities (85,299.74) (257,718.85)

Cash flows from financing activities

Proceeds from borrowings 236,678.79 203,253.70
Payment of lease liabilities (3,565.20) (16,227.31)
Interest paid (27,455.79) (2,663.12)
Net cash provided by/ used in financing activities 205,657.80 184,363.27

Net Increase/(Decrease) in cash and cash equivalents (100,175.88) (9,279.74)

Cash and cash equivalents at the beginning of the year 134,126.05 143,405.79
Cash and cash equivalents at the end of the year 33,950.17 134,126.05

Cash flow statement has been prepared under the indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act, 2013

The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board

Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy Allugunti Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

103
 Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
1 Group Information:
Cambridge Technology Enterprises Limited, 'the parent' and its subsidiaries (collectively referred to as 'the Group') are primarily a global
technology services and outsourcing Group dedicated to serving the midsize market enterprises and the midsize units of Global 2000
enterprises across the spectrum of business industries. The Group is recognised as a thought leader and innovator of comprehensive Service
Oriented Architecture (SOA)–based enterprise transformation and integration solutions and services.

The Group includes the following wholly owned subsidiaries, viz, M/s Cambridge Technology Inc. USA, M/s Cambridge Technology Investments
Pte Limited, Singapore, M/s Cambridge Innovation Capital LLC, USA, M/s Cambridge Biz Serve Inc. Phillipines, CT Asia SDN BHD, Malaysia, CTE
Web Apps Private Limited and FA Software Services Private Limited.

2 Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been
consistently applied to all the years presented, unless otherwise stated.
a) Statement of Compliance:
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time, the relevant provisions of the Companies Act, 2013 ('the Act') and guidelines
issued by the Securities and Exchange Board of India (SEBI), as applicable. Accounting policies have been consistently applied except where a
newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy
hitherto in use.
b) Basis of preparation:
The Consolidated Financial Statements (CFS) include the financial statements of the Parent and its wholly owned subsidiaries excluding Clould
Computing Global Pte Ltd, Singapore. The assets, liabilities, income and expenses of the wholly owned subsidaries is aggregated and
consolidated line by line. Profit or loss and each component of other comprehensive income are attributed to the owners. All intragroup assets
and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation. The financial statements have been prepared under the historical cost convention with the exception of certain assets and
liabilities that are required to be carried at fair values as per Ind AS. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
c) Revenue Recognition
i) Income from Software services
Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future
cost-to-completion of the contracts which is used to determine degree of completion of the performance obligation.
• Revenue from fixed price development contracts is recognised on output basis measured by units delivered, efforts expended, number of
transactions processed, etc.
• Revenue related to fixed price maintenance and support services contracts where the Group is standing ready to provide services is
recognised based on time elapsed mode.
• Revenue from cost plus contracts is recognised based on cost incurred towards a particular project after adding a margin of profit
Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled
receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per
contractual terms.
ii) Income from Software Products
Revenue from the sale of user licenses for software applications is recognized on transfer of the title in the user license, except in case of
multiple element contracts requiring significant implementation services, where revenue is recognized as per the percentage of completion
method.

iii) Other Income:

Interest income is recognized on time proportion basis taking into account the amount outstanding and the rate applicable. Interest income is
recognised on impaired investments on receipt basis.

d) Borrowing Costs
Borrowing costs include interest, amortization of ancillary costs incurred and exchange differences arising from foreign currency borrowings to
the extent they are regarded as an adjustment to the interest cost. Borrowing costs, allocated to and utilized for qualifying assets, pertaining to
the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalization of such
asset are included in the cost of the assets. Capitalization of borrowing costs is suspended and charged to the Statement of Profit and Loss
during extended periods when active development activity on the qualifying assets is interrupted.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from
the borrowing cost eligible for capitalization.
Other borrowings costs are expensed in the period in which they are incurred.
e) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the
reporting period in which the employees render the related service are recognized in respect of employees’ services up to the end of the
reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave is not expected to be settled wholly within 12 months after the end of the reporting period in which the employees
render the related service. They are therefore measured at the present value of expected future payments to be made in respect of services
provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the
market yields at the end of the reporting period that have terms approximating to the terms of the related obligations. Remeasurements as a
result of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for
at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

104
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
(iii) Gratuity obligations
The liability or assets recognized in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end
of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected
unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market
yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan
assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in
which they occur along with tax impacts, directly in other comprehensive income. They are included in retained earnings in the statement of
changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in
profit or loss /OCI

iv) Defined contribution plans

The Group company pays provident fund contributions to publicly administered funds as per EPF acts/rules. The Company has no further
payment obligations once the contributions have been paid, the contributions are accounted for as defined contribution plans and the
contributions are recognized as employee benefit expense when they are due.

(v) Employee Share-based payments

Stock Options are granted to eligible employees in accordance with the CTE Employee Stock Option Schemes (“CTE ESOS”), as may be decided
by the Nomination & Compensation Committee. Eligible employees for this purpose include employees of the group including Directors.
Equity- settled share-based payments to employees are measured at the fair value of the employee stock options at the grant date. The fair
value determined at the grant date of the equity-settled share-based payments is amortised over the vesting period, based on the group’s
estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the group
revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is
recognised in the Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment
to the equity-settled employee benefits reserve.

f) Income Taxes
Tax expense for the year comprises current and deferred tax.
Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the
provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the
reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable
profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not
recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill.

105
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are
measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and
tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Tax relating to items recognized directly in equity or other comprehensive income is recognised in equity or other comprehensive income and
not in the Statement of Profit and Loss.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related
to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realized simultaneously.
g) Property, plant and equipment:
Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to
the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount
of any component accounted for as separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or
loss during the reporting period in which they are incurred.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipement is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Lease Hold improvements are stated at original cost including taxes, freight and other incidental expenses related to acquisition/installation and
after adjustment of input taxes less accumulated depreciation in accordance with Lease hold period.
h) Expenditure during construction period:
Expenditure during construction period (including finance cost related to borrowed funds for construction or acquisition of qualifying PPE) is
included under Capital Work-in-Progress and the same is allocated to the respective PPE on the completion of their construction. Advances
given towards acquisition or construction of PPE outstanding at each reporting date are disclosed as Capital Advances under "Long term loans
and advances".
i) Depreciation
Depreciation on tangible assets is provided on the written down value method and at the useful life and in the manner specified in Schedule II
of the Companies Act, 2013. For assets acquired or disposed off during the period, depreciation is provided on prorata basis.

Individual assets acquired for less than Rs.5,000/-are entirely depreciated in the year of acquisition. Leasehold improvements are depreciated
over the the remaining primary period of lease.
j) Intangible Assets and Amortization:
Intangible assets are recorded at consideration paid for acquisition and other direct costs that can be directly attributed, or allocated on a
reasonable and consistent basis, to creating, producing and making the asset ready for its intended use.

The amortized period and amortization method are reviewed at each financial year end.
Software used in development for projects are amortized over the license period or estimated useful life of five years, whichever is lower.

k) Impairment of Assets:
Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability
whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment
testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis
unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by
which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement
of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is
increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined
(net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

106
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
l) Provisions, Contingent Liabilities & Contingent Assets:
The group recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of
resources and reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are
determiend by discounting the expected future cash flows to net present value using an approporiate pre-tax discount rate that reflects current
market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is
recognised in the Statment of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the
current best estimate.
A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent Liabilities are also disclosed when there is a
possible obligation arising from past events, the existence of which willl be confirmed only by the occurrence or non-occurence of one or more
uncertain future events not wholly within the control of the group.
Contingent assets are not recognized in financial statements since this may result in the recognition of income that may never be realised.
m) Financial instruments:
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to
or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or
loss.
Financial assets
(i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to
collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
(ii) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose
objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in case
where the group has made an irrevocable selection based on its business model, for its investments which are classified as equity instruments,
the subsequent changes in fair value are recognized in other comprehensive income.
(iii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iv) The group recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through
profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For
all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant
increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or
reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognized as an
impairment gain or loss in statement of profit or loss.
Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability and an equity instrument.

Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity
instruments are recorded at the proceeds received, net of direct issue costs.
Financial Liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using
the effective interest rate method where the time value of money is significant
Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost
using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of
borrowings is recognised over the term of the borrowings in the statement of profit and loss.

107
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
Derecognition of financial instruments
The group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial
asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the
group's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
Fair value of financial instruments
In determining the fair value of its financial instruments, the group uses a variety of methods and assumptions that are based on market
conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis,
available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such
value may or may not be realized.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset
the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the group or the counterparty.
n) Earnings Per Share :
The basic earnings per share is computed by dividing the profit/(loss) for the year attributable to the equity shareholders by the weighted
average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, profit/(loss) for the year
attributable to the equity shareholders and the weighted average number of the equity shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.
o) Cash and cash equivalents:
Cash and cash equivalents include cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less), highly liquid investments that are readily convertible into known amounts of cash and which are subject to
insignificant risk of changes in value.

p) Transactions in foreign currencies:

The financial statements of the group are presented in Indian rupees (₹), which is the functional currency of the parent and the presentation
currency for the financial statements.
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.
Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at year end exchange rates.
Exchange differences arising on settlement of transactions and translation of monetary items are recognised as income or expense in the year in
which they arise.

q) Segment Reporting - Identification of Segments:

An operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the group’s chief operating decision maker to make decisions for which discrete financial
information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates the group's
performance and allocates resources based on an analysis of various performance indicators by business segments and geographic segments.

r) Derivatives:
The group enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are accounted at fair value
through profit or loss and are included in profit and loss account.

108
 Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
s) Leases:
The Company determines whether an arrangement contains a lease by assessing whether the fulfilment of a transaction is dependent on the use
of a specific asset and whether the transaction conveys the right to use that asset to the Company in return for payment. Where this occurs, the
arrangement is deemed to include a lease and is accounted for either as finance or operating lease.
As lessee:
Leases of property, plant and equipment where the Company, as lessee, has substantially all the risks and rewards of ownership are classified as
finance leases. Finance leases are capitalized at the lease's inception at the fair value of the leased property or, if lower, the present value of the
minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as
appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as
operating leases. Payments made under operating leases are charged to Statement of profit and loss on a straight line basis over the period of
the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor's expected
inflationary cost increases.
With effective from 1 April 2019:
As a lessee:
The Company assess whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the company assesses whether:
(1) The Contract involves the use of an identified asset;
(2) The Company has substantially all the economic benefits from use of the asset through the period of the lease and
Lease liability and ROU asset shall be separately presented in the Balance Sheet and lease payments shall be classified as financing cash flows.
As Lessor:
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all
the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is
classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease. For operating leases, rental income
is recognized on a straight line basis over the term of the relevant lease.

t) Dividend Distribution:
Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are approved by the Board of Directors,
or in respect of the final dividend when approved by shareholders.
u) Rounding off amounts:
All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousands as per the requirement of Schedule
III, unless otherwise stated.
v) Standards issued but not yet effective:
There is no such notification which would have been applicable from April 1, 2022.
w) Operating Cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents. Accordingly, the
Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

3 Use of estimates and critical accounting judgements:

In preparation of the financial statements, the group makes judgements, estimates and assumptions about the carrying values of assets and
liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these estimates.The estimates and the underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future
periods affected. Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property,
plant and equipment and intangible assets, impairment of property, plant and equipment, intangible assets and investments, provision for
employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.

109
 Cambridge Technology Enterprises Limited
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

4.1(a). Property, plant and equipment

Gross carrying amount Accumulated depreciation Net carrying

amount
Particulars As at
As at Addition on As at As at Addition on As at
Additions Deletions Adjustments for the period On disposals Adjustments 31 March
1 April 2022 Acquisition 31 March 2023 1 April 2022 Acquisition 31 March 2023
2023

Buildings - - 180,988.74 - 180,988.74 - - 4,283.36 - - 4,283.36 176,705.38

Office Interiors - - 9,913.48 - 9,913.48 - - 513.25 - - 513.25 9,400.22
Plant and equipment - - 5,175.33 - 5,175.33 -0.00 - 187.38 - - 187.38 4,987.95
Electrical fittings 995.34 1,254.57 3,769.10 24.61 5,994.39 755.31 234.61 442.76 20.33 - 1,412.35 4,582.04
Furniture and fixtures 2,116.39 560.88 6,036.44 173.82 76.73 8,616.62 1,569.91 223.00 582.26 157.43 17.05 2,200.67 6,415.95
Computers 17,539.29 11,565.05 16,117.30 1,890.64 885.00 44,216.00 10,166.37 6,238.97 14,491.13 1,022.57 195.96 30,069.86 14,146.14
Server and networking equipment 492.72 1,517.97 3,152.54 - 5,163.23 436.52 536.44 931.84 - - 1,904.80 3,258.43
Office equipment 3,127.45 479.87 1,911.74 180.04 98.57 5,437.59 2,907.43 225.17 330.57 163.95 29.22 3,270.00 2,167.58
Leasehold improvements 4,735.41 3,558.34 999.82 4255.89 - 5,037.67 4,063.81 961.31 888.03 3,625.04 - 2,288.11 2,749.57
Vehicles - 954.72 - 954.72 - 652.18 118.91 771.09 183.62

Total (a) 29,006.59 19,891.39 228,064.48 6,525.00 1,060.30 271,497.75 19,899.34 9,071.67 22,769.49 4,989.32 242.23 46,900.86 224,596.88

4.1(b). Property, plant and equipment

Gross carrying amount Accumulated depreciation Net carrying

amount
Particulars
As at Addition on As at As at Addition on As at As at
Additions Deletions Adjustments for the period On disposals Adjustments
1 April 2021 Acquisition 31 March 2022 1 April 2021 Acquisition 31 March 2022 31 March 2022

Plant and equipment 371.99 - - 371.99 - 0.00 243.54 - 11.13 254.65 - (0.00) (0.00)
Electrical fittings 995.34 - - - - 995.34 672.91 - 82.40 - - 755.31 240.04
Furniture and fixtures 2,165.01 - 7.47 178.25 (234.34) 2,116.39 1,479.23 - 169.02 78.34 0.00 1,569.91 546.48
Computers 8,347.58 - 9,952.11 797.44 37.04 17,539.29 6,838.43 - 3,927.94 628.18 (28.19) 10,166.37 7,372.92
Server and networking equipment 492.72 - - - - 492.72 429.03 - 7.49 - - 436.52 56.20
Office equipment 3,371.36 - 117.97 232.83 (31.57) 3,127.45 2,898.35 - 226.70 217.62 0.00 2,907.43 220.03
Leasehold improvements 4,735.41 - - - - 4,735.41 3,978.35 - 85.45 - - 4,063.81 671.60

Total (b) 20,479.40 - 10,077.55 1,580.51 (228.87) 29,006.59 16,539.84 - 4,510.11 1,178.79 (28.19) 19,899.34 9,107.27

110
 Cambridge Technology Enterprises Limited
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

4.2(a). Other intangible assets

Gross carrying amount Accumulated amortization Net carrying

amount
Particulars As at
As at Additions on As at As at Additions on As at
Additions Deletions Adjustments for the period On disposals Adjustments 31 March
1 April 2022 acquisition 31 March 2023 1 April 2022 acquisition 31 March 2023
2023

Computer software 271,070.61 2,276.13 38,309.25 0.00 21,565.94 333,221.93 115,545.60 2,195.73 60,190.10 - 9,832.76 187,764.19 145,457.74

Total (a) 271,070.61 2,276.13 38,309.25 0.00 21,565.94 333,221.93 115,545.60 2,195.73 60,190.10 0.00 9,832.76 187,764.19 145,457.74

4.2(b). Other intangible assets

Gross carrying amount Accumulated amortization Net carrying

amount
Particulars
As at Additions on As at As at Additions on As at As at
Additions Deletions Adjustments for the period On disposals Adjustments
1 April 2021 acquisition 31 March 2022 1 April 2021 acquisition 31 March 2022 31 March 2022

Computer software 230,966.54 - 32,470.18 - 7,633.89 271,070.61 65,104.56 - 47,850.39 - 2,590.65 115,545.60 155,525.01
Assignment Rights

Total (b) 230,966.54 - 32,470.18 - 7,633.89 271,070.61 65,104.56 - 47,850.39 - 2,590.65 115,545.60 155,525.01

111
Cambridge Technology Enterprises Limited
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
Capital Work-in-Progress (CWIP) As on March 31, 2023

4.3 (a) CWIP AGEING SCHEDULE

CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress - - - - -
Projects temporarily suspended - - - - -

4.3 (b) CWIP Completion Schedule

To be completed in Total
CWIP Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Buidings - - - - -
- - - - -

Capital Work-in-Progress (CWIP) As on March 31, 2022

4.3 (c) CWIP AGEING SCHEDULE

CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress 181,190.61 - - - 181,190.61
Projects temporarily suspended - - - - -

4.3 (d) CWIP Completion Schedule

CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Buildings 181,190.61 - - - 181,190.61
- - - - -

112
Cambridge Technology Enterprises Limited
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

Intangible Assets Under Development as on 31st March 2023

4.4 a)INTANGIBLE ASSETS UNDER DEVELOPMENT AGEING SCHEDULE

Intangible assets under Amount in Intangible assets under development for a period of
Total
development Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress - - - - -
Projects temporarily suspended - - - - -

4.4 b)Intangible assets under development completion schedule

CWIP To be completed in
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Computer Software - - - -
- - - -

Intangible Assets Under Development as on 31st March 2022

4.4 c) INTANGIBLE ASSETS UNDER DEVELOPMENT AGEING SCHEDULE

Intangible assets under
Amount in Intangible assets under development for a period of
development Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress 34,114.51 - - - 34,114.51
Projects temporarily suspended - - - - -

4.4 d)Intangible assets under development completion schedule

CWIP To be completed in
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Computer Software 34,114.51 - - -
- - - -

113
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
As at As at
31 March 2023 31 March 2022
5.1 Investments
(valued at cost, unless otherwise stated),Unquoted
Other entities- Fair value through profit and loss (FVTPL)
Preference shares (unquoted)

(i) EasyKnock Inc 16,569.47 15,277.69

(2022: 265609 Series Seed-2 Preferred shares for 201,526 USD value)
(31 March, 2021 : 329,497 Series Seed-2 Preferred shares for 250,000 USD value)

(ii) Enerallies Inc 82,220.00 75,810.00

(Convertible promissory note for USD 10,00,000 with 5% Interest rate)
(31 March, 2021 : Convertible promissory note for USD 10,00,000 with 5% Interest rate)

(iii) Kovid Inc 28,777.00 26,533.50

(1,88,679 common stock of face value USD 1 per share)
(31 March, 2021 : 1,88,679 common stock of face value USD 1 per share)
(iv) AntHill Startups Advisory Pvt Ltd., India (Fully impaired) - -
(31 March 2023: 250 compulsory convertible preference shares of Rs.10 each, fully paid up
fully written off during the year)
(31 March, 2022 : 250 compulsory convertible preference shares of Rs.10 each, fully paid
up )[(Cost - Rs. Nil, 31 March, 2022 - Rs. 15 lakhs)] Fully Impaired
127,566.47 117,621.19

Aggregate amount of unquoted investments 127,566.47 117,621.19

Aggregate provision for diminution in value of investments 12,333.00 12,871.50

Interest on investments is accrued only on non impaired investments.

Group has Investments which are valued at cost less impairment. The Group is of the opinion that these entities are solvent and carry value stated in the
financial statements.
During the year, the company has written off the Investment made with AntHill Startups Advisory Pvt Ltd, India for Rs.1500000

5.2 Other financial assets (non-current)

Unquoted, considered good

(a) Rental deposits 6,733.26 6,742.95

(b) Fixed deposits with banks 28,394.29 17,650.30
(c) Fixed deposits with Others 120,000.00 -

155,127.56 24,393.24

Fixed deposits with banks include Deposits against borrowings - Rs. 19500.00 thousands (2022 - Rs. nil), Deposits against Bank Guarantees - Rs.
8668.23 thousands (2022 - Rs. 7265.57 thousands), Deposits with Customs Dept. - Rs. 226.07 thousands (2022 - Rs. 349.42 thousands),Free hold
bank fixed deposits Rs. Nil (2022 Rs. 10035.30)
Fixed Deposits with others includes free hold deposits - Rs.120000.00 thousands (2022 - Rs. Nil thousands).

6 Other non-current assets

Amount paid under protest - service tax 2,500.00 2,500.00

Corporate office Building Corpus Fund 1,294.05 -
Deposits with others 306.78 700.63
Employee Advances 142.01 170.00
Goodwill recognised on Investment made 520.00 -
Advance tax 87,705.03 59,217.39
Less: Provision for tax (78,360.34) (53,160.11)
14,107.53 9,427.90

7 Deferred tax assets

Deferred tax assets on account of:

Expenses allowable on payment basis 18,528.80 15,771.27

Depreciation and amortisation 5,511.52 6,783.98
24,040.32 22,555.25

Expenses allowable on payment

Particulars Depreciation and amortisation Total
basis

As at 31 March, 2022 6,783.98 15,771.27 22,555.25

Movement during the year 242.11 1,242.96 1,485.07
As at 31 March, 2023 5,511.52 18,528.80 24,040.32

114
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
8 Trade receivables

- Unsecured, considered good 551,828.62 282,976.23

- Unsecured, considered doubtful 3,868.09 6,244.81
555,696.71 289,221.04
Less: Allowance for bad and doubtful debts 3,868.09 6,244.81

551,828.62 282,976.23

Trade receivables ageing schedule as at 31st March 2023

Outstanding for following periods from due date payment
Particulars Less than one More than 3
1-2 years 2-3 years TOTAL
year years
i. Undisputed trade receivables - considered good 507,495.94 42,516.98 881.81 933.89 551,828.62

ii.Undisputed trade receivables - considered 745.24 2,088.60 898.58 135.67 3,868.09

doubtful
iii.Disputed trade receivables - considered good - - - - -
iv.Disputed trade receivables - considered doubtful - - - - -

TOTAL 508,241.18 44,605.58 1,780.39 1,069.56 555,696.71

Trade receivables ageing schedule as at 31st March 2022

Outstanding for following periods from due date payment
Particulars Less than one More than 3
1-2 years 2-3 years TOTAL
year years
i. Undisputed trade receivables - considered good 273,052.93 3,471.41 6,428.49 23.41 282,976.23

ii.Undisputed trade receivables - considered - 19.05 6,202.35 23.41 6,244.81

doubtful
iii.Disputed trade receivables - considered good - - - - -
iv.Disputed trade receivables - considered doubtful - - - - -

TOTAL 273,052.93 3,490.46 12,630.84 46.82 289,221.04

9 Cash and cash equivalents

- Balances with banks
- Current accounts 33,946.42 134,039.63
- Cash on hand 3.75 86.42

33,950.17 134,126.05

10 Other Bank balances

Fixed Deposits with Banks 243,535.94 225,378.80

243,535.94 225,378.80

Fixed Deposits with banks include Deposits against Bank Guarantees - Rs.422.40 thousands (2022 - Rs. 3978.80 thousands), Deposits against
borrowings - Rs. 243113.54 thousands (2022 - Rs. 213400 thousands), Free hold bank fixed deposits below meturity of 12 months Rs. Nil thousands
(2022- Rs. 8000 thousands)

11 Loans (current)
(Unsecured, considered good)

Employee advances 1,341.81 1,630.18

1,341.81 1,630.18

115
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
12 Other financial assets (current)

Accrued interest on fixed deposits 37,093.36 27,027.15

Rental deposits 4,406.27 3,181.07
Other deposits 822.74 187.74

42,322.37 30,395.96
13 Other current assets

Prepaid expenses 53,547.52 12,866.08

Input tax receivable 13,289.29 4,438.06
Unbillied revenue 31,782.62 -
Advance to vendors 91,610.91 64,684.73

190,230.34 81,988.87

14 Equity share capital

Authorised
3,00,00,000 (2020-21: 3,00,00,000) equity shares of Rs. 10 each 300,000.00 300,000.00

Issued, subscribed and paid-up capital

1,96,31,015 (2020-21: 1,96,31,015) equity shares of Rs. 10 each, fully paid-up 196,310.15 196,310.15
196,310.15 196,310.15

Notes:
a) Reconciliation of equity shares outstanding at the beginning and at the end of the year:
As at 31 March 2023 As at 31 March 2022
Particulars
Number of shares Amount Number of shares Amount

At the beginning of the year 19,631,015 196,310.15 19,631,015 196,310.15

Movement during the year - - - -
Outstanding at the end of the year 19,631,015 196,310.15 19,631,015 196,310.15

b) The details of shareholders holding more than 5% of the total number of equity shares:
As at 31 March 2023 As at 31 March 2022
% holding Number of shares % holding Number
Name of the shareholder
of shares

Cloud computing LLC 46.91% 9,209,693 46.91% 9,209,693

SmartShift AG 10.22% 2,006,100 10.22% 2,006,100

c.(a) Promoter's Shareholding for the year ended March 31,2023

Shares held by promoters at the end of the year
% Change During the Year
Name of the Promotor No.Of Shares* %Of Total Shares
Cloud computing LLC 9,209,693 46.91% Nil
Total 9,209,693

c.(b) Promoter's Shareholding for the year ended March 31,2022

Shares held by promoters at the end of the year
% Change During the Year
Name of the Promotor No.Of Shares* %Of Total Shares**
Cloud computing LLC 9,209,693 46.91% Nil
Total 9,209,693

d) Rights, preferences and restrictions attached to the equity shares:

The group has single class of equity shares having par value of Rs. 10 per share. Accordingly, all equity shares rank equally with regard to dividends and
share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. In the event of liquidation of
the Company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential
amounts in proportion to the number of equity shares held.

116
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
15 Other equity
Capital reserve 27,310.43 27,310.43
Share options outstanding reserve 4,192.74 4,501.72
Retained earnings 904,826.83 810,852.26
Other comprehensive income
Fair valuation of investments (232,922.69) (232,922.69)
Exchange differences in translating the financial statements of foreign operations 88,068.15 47,811.60
791,475.46 657,553.31

i) Capital reserve
Particulars As at 31 March 2023 As at 31 March 2022
At the beginning of the year 27,310.43 499.00
Additions: Forfeiture of share Warrants - 26,811.43
Deletions : - -
Outstanding at the end of the year 27,310.43 27310.43

ii) Share options outstanding reserve

Particulars As at 31 March 2023 As at 31 March 2022
At the beginning of the year 4,501.72 5,050.64
Movement during the year (308.98) (548.92)
Outstanding at the end of the year 4,192.74 4,501.72

iii) Retained earnings

Particulars As at 31 March 2023 As at 31 March 2022
Opening balance 810,852.26 711,048.52
-Profit for the year 81,464.31 97,956.19
-Controlling Interest on acquisition 16,608.70 0.00
-Employee stock option income recognised, net of tax 223.02 396.21
Items of other comprehensive income recognise directly in retained earnings
-Remeasurement of defined employee benefit plans, net of tax (4,321.46) 1,451.34
-Adjustments on consolidation - -
Outstanding at the end of the year 904,826.83 810,852.26

iv) Fair value of investments

Particulars As at 31 March 2023 As at 31 March 2022
Opening balance (232,922.69) (232,922.69)
Movement during the year - 0.00
Closing balance (232,922.69) (232,922.69)

v) Exchange differences in translating the financial statements of foreign operations

Particulars As at 31 March 2023 As at 31 March 2022
At the beginning of the year 47,811.60 40,727.58
Movement during the year 40,256.55 7,084.02
Outstanding at the end of the year 88,068.15 47,811.60

vi) Share Warrants

Particulars - As at 31 March 2022

At the beginning of the year - 26,811.43

Add: On account of issue of share warrants - -
Less: On account of Exercised the warrants during the year - -
Less: On account of Forfeiture of Share warrants during the year - 26,811.43
Outstanding at the end of the year - -

Nature and purpose of reserves

(i) Capital reserve
This reserve was created at the time of buy back of shares. The reserve is utilised in accordance with the provisions of the Companies Act,
2013.
(ii) Share options outstanding reserve
This reserve relates to stock options granted by the Company to employees under the CTEL ESOP Schemes. The balance will be transferred
to securities premium or retained earnings on exercise or cancellation of vested options.

(iii) Retained earnings

This reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit obligations. This reserve will
be utilized in accordance with the provisions of the Companies Act, 2013.

117
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

16 Non-controlling Interest as at 31st March 2023 as at 31st March 2022

Fair value of net assets of the subsidiary

company
Equity of non controlling Interest 20.00 -
Retained earnings:
As on date of acquisition 20,760.87
Less: Controlling Interest 16,608.70 4,152.17 -

Retained Earnings for the period

Sales for the period 200,184.91
Expenses for the period 199,175.10
Profit after tax including controlling Interest 1,009.81
Less: Share of Controlling interest 807.85
Net Income attributable to Non controlling interest 201.96 -
Total Equity Attributable to Non controlling Interest 4,374.14 -

17 Borrowings (non-current)
Secured loans
- Term loans from banks 274,998.73 151,620.00
Unsecured loans
- Term loans from banks/NBFCs 19406.04 -

294,404.77 151,620.00

Terms of repayment and securities of secured loans

Term loan - I in Foreign currency FCNR from HDFC Bank Limited amounting to Rs.96006.77 (Previous year: Rs. Nil thousands) disclosed under long-
term borrowings. The loan in FCNR $.1708802 was availed against reimbursement of the acquisition cost of the Building incurred by the company and
the loan will be repayable in 60 equal installments commencing from September 2022. The loan is secured by Corporate Office Buidling as first and
exclusive charge. The loan carries interest rate of 2.50% + SOPHR p.a. The company has repaid 7 installments out of 60 installments as on the balance
sheet date.

Term loan - II in Foreign currency FCNR from HDFC Bank Limited amounting to Rs.21860.39 (Previous year: Rs. Nil thousands) disclosed under long-
term borrowings. The loan in FCNR $.356664 was availed against reimbursement of the Interior cost of the Building incurred by the company and the
loan will be repayable in 55 equal installments commencing from February 2023. The loan is secured by Corporate Office Buidling as first and exclusive
charge. The loan carries interest rate of 2.50% + SOPHR p.a. The company has repaid 1 installment out of 55 installments as on the balance sheet date.

Cambridge Technology Inc has taken EDIL (Economic Disaster) Loan from SBA amounting to Rs. 163100 thousands (Previous year Rs. 151620
Thousands) which is repayable in 30 years shown under non current borrowings.

Term Loans from Banks and NBFC represents the loans taken by its newly acquired subsidiary FA Software Services Private Limited as unsecured loans
to meet its working capital.

118
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

18 Provisions (non-current)

Provision for employee benefits

- Provision for gratuity 33,341.83 27,046.19
- Provision for compensated absences 11,347.33 10,896.11

44,689.15 37,942.30

19 Borrowings (current)

a) Secured loans
- Packing Credit /Working capital demand loans from banks 206,661.74 179,804.72
- Current maturities of long-term debt from Banks/NBFCs 57,864.16 -
b) Unsecured loans
- Current maturities of long-term debt from others 9,172.84 -

273,698.74 179,804.72

i) Terms of working capital loan from bank, terms of interest and nature of security:

Packing Credit loan /working Capital Demand loans from HDFC Bank amounting to Rs.147400.66 thousands equivalent USD 15,09,441.79 (Previous
year: Rs. Nil thousands).Current maturities of Long term debt in FCNR for Term Loan I amounting to Rs. 28099.54 thousands equivalent USD 341760.36
(Previous year: Nil ). Current maturities of Long term debt in FCNR for Term Loan II amounting to Rs. 6398.16 thousands equivalent USD 77817.60
(Previous year: Nil ) disclosed under current borrowings. The above figures are restated as at 31st March 2023 @ closing rate of I USD in INR 82.22

Current Maturities of Long term debt from Banks and NBFCs represents the business loans taken by its newly acquired subsidiary FA Software Services
Private Limited as unsecured loans.

Current Maturities of Long term debt from others represents the business loans taken by its newly acquired subsidiary FA Software Services Private
Limited as unsecured loans from other Individuals.

ii) Net debt reconciliation

As at 31 March 2023 As at
Particulars
31 March 2022
Opening balance of borrowings 331,424.72 128,117.50
Add: Proceeds/ (repayment) from non-current borrowings (net) 142,784.77 140,692.02
Add: Proceeds/ (repayment) from current borrowings (net) 84,721.18 62,615.20
Add: Proceeds/ (repayment) from other borrowings (net) 9,172.84 0.00
Foreign exchange fluctuation adjustments - -
Closing balance of borrowings 568,103.51 331,424.72

119
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
20 Trade payables

Micro and small enterprises 1,687.65 703.41

Others 39,114.15 14,856.53
Disputed dues - MSME
Disputed dues - Others 4,061.25 4,061.15

44,863.05 19,621.09
Trade payables ageing schedule as at 31st March 2023
Outstanding for following periods from due date payment
Particulars Less than one More than 3
1-2 years 2-3 years TOTAL
year years
i. MSME 1,687.65 - - - 1,687.65
ii. Others 33,515.00 5,599.15 - - 39,114.15
iii.Disputed dues - MSME - - - - -
iv.Disputed dues - Others - 673.73 971.38 2,416.14 4,061.25
TOTAL 35,202.65 6,272.88 971.38 2,416.14 44,863.05

Trade payables ageing schedule as at 31st March 2022

Outstanding for following periods from due date payment

Particulars Less than one More than 3

1-2 years 2-3 years TOTAL
year years
i. MSME 703.41 - - - 703.41
ii. Others 14,856.53 - - - 14,856.53
iii.Disputed dues - MSME - - - - -
iv.Disputed dues - Others - - - 4,061.15 4,061.15
TOTAL 15,559.94 - - 4,061.15 19,621.09

Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under, to the extent the Company has received
intimation from the ‘Suppliers’ regarding their status under the Act.

As at 31 March 2023 As at
Particulars
31 March 2022
(i) Principal amount and the interest due thereon remaining unpaid to each supplier at the 1687.65 703.41
end of each accounting year

Principal amount due to micro and small enterprises 1687.65 699.44

Interest due on above - 3.97
- -
ii) Interest paid by the Company in terms of Section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along-with the amount of the payment made to the
supplier beyond the appointed day during the period

iii) Interest due and payable for the period of delay in making payment (which have been - 3.97
paid but beyond the appointed day during the period) but without adding interest
specified under the Micro, Small and Medium Enterprises Act, 2006
iv) The amount of interest accrued and remaining unpaid at the end of each accounting - 3.97
year
v) Interest remaining due and payable even in the succeeding years, until such date when - -
the interest dues as above are actually paid to the small enterprises for the purpose of
disallowance of a deductible expenditure under section 23 of the Micro, Small and
Medium Enterprises Development Act, 2006.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the
Management.

120
Cambridge Technology Enterprises Limited
Notes to consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

21 Other financial liabilities

Employee payables 42,781.05 38,898.54
Accrued expenses 26,195.29 3,243.97
Interest accrued but not due 1,589.00 0.00
Other Provisions 9,341.35 9,341.35

79,906.68 51,483.85

22 Other current liabilities

Advances from customers 1,035.31 426.35
Statutory liabilities 27,167.18 8,417.76

28,202.50 8,844.11

23 Provisions (current)

Provision for employee benefits

- Provision for gratuity 3,626.68 3,498.26
- Provision for compensated absences 3,041.37 2,629.94

6,668.05 6,128.19

24 Current tax liabilities (net)

Provision for tax 21,317.74 23,010.27
Less: Advance tax (20,156.84) (10,218.19)
Less: Tax credits utilised - (3,683.72)
1,160.89 9,108.37

121
Cambridge Technology Enterprises Limited
Notes to consolidated statement of profit and loss for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

For the year ended For the year ended

31 March 2023 31 March 2022
25 Revenue from operations
Sale of services - Software services 1,716,561.60 1,037,884.79
Sale of Software Licenses 103,359.10 84,544.90
1,819,920.70 1,122,429.68
Disaggregate revenue information
The table below presents disaggregated revenues from contracts with customers for the year ended March 31, 2023 and March 31, 2022
by offerings and contract-type.The Group believes that this disaggregation best depicts how the nature, amount, timing and uncertainty
of the revenues and cash flows are affected by industry, market and other economic factors.
for the year ended For the year ended
Particulars
31 March 2023 31 March 2022
1. Revenue by types of goods or services
-Sale of software services 1,716,561.60 1,037,884.79
-Sale of software licenses 103,359.10 84,544.90
Total Sales 1,819,920.70 1,122,429.68
2. Revenue by Geographical locations
-India 319,824.55 74,998.46
-USA 1,492,581.87 1,042,286.25
-Qatar - 1,559.48
-Malaysia 6,499.56 2,832.51
-Philippines 260.41 752.98
Total Sales 1,819,166.39 1,122,429.68
3. Revenue by Market/Type of Customers
-Government entities - -
-Others 1,819,920.70 1,122,429.68
Total Sales 1,819,920.70 1,122,429.68
4. Revenue by Types of Contracts
-Fixed price development contracts 1,819,920.70 1,122,429.68
-Fixed price maintenance contracts - -
-Cost plus contracts - -
Total Sales 1,819,920.70 1,122,429.68

Software services
Cambridge Technology (CT) is a global technology company focused on AI as a Service (AIaaS) to transform organizations into AI-first
leaders. AI is not a one-size-fits-all solution. It needs incorporation of numerous aspects of technologies, platforms, and services tailored
to meet the specific business needs.CT offers solutions ranging from strategic workshops to AIaaS implementation and elements that are
required to put all of these things together. CT’s offerings fit together because of its understanding towards the entire life cycle of a
business.
CT’s offerings include, AI, Big Data and Cloud services, Application and Develop services, IAM and Infrastructure management services.
The group is confident of staying innovative amid the fastest pace of transformation with its strong focus on delivery and AI. It aims to
consolidate innovation, skills and delivery for best customer value.
Trade receivables and contract balances
The group classifies the right to consideration in exchange for deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue for fixed price development contracts
contracts are recognized as related service are performed. Revenue for fixed price maintenance contracts is recognized on the basis of
time elapsed.
Revenue recognition for fixed price development contracts is based on percentage of completion method. Invoicing to the clients is
based on milestones as defined in the contract. This would result in the timing of revenue recognition being different from the timing of
billing the customers.
Revenue recognition for fixed price maintenance contracts is based on utilisation of man power in a particular project during the period,
which will be according to master service agreement or purchase order or statement of work of respective projects.
Revenue recognition for cost plus contracts is based on cost incurred towards a particular project during the period by adding the profit
margin, according to master service agreement or purchase order or statement of work of respective projects.
Trade receivable are presented net of impairment in the Balance Sheet.
Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the
end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue. Applying the
practical expedient as given in Ind AS 115, the group has not disclosed the remaining performance obligation related disclosures for
contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to
date, typically those contracts where invoicing is on fixed price maintenance contract basis and in cases where the performance
obligation is part of a contract that has an original expected duration of one year or less. Remaining performance obligation estimates are
subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations,
adjustment for revenue that has not materialized and adjustments for currency.

122
Cambridge Technology Enterprises Limited
Notes to consolidated statement of profit and loss for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
For the year ended 31 For the year ended 31
March 2023 March 2022
26 Other income
Interest income on deposits 18,359.28 8,447.05
Interest received on other securities 2,930.84 5,306.69
Excess provision written back 4,242.97 762.98
Foreign exchange gain, (net) - 5,384.12
Miscellaneous income -0.00 430.18
Reversal of Interest on Termination of leases 3,750.45 -

29,283.53 20,331.01

27 Employee benefits expense

Salaries, wages and bonus 921,740.32 545,945.38
Contribution to provident and other funds 20,250.74 11,632.63
Gratuity 8,626.09 7,220.77
Leave encashment 3,807.07 7,675.63
Staff welfare expenses 81,399.52 29,403.35

1,035,823.73 601,877.77

28 Finance costs
Interest on borrowings 16,735.48 2,663.12
Other borrowing cost 10,720.32 -
Unwinding of interest cost 680.93 3,243.86
28,136.72 5,906.98

29 Depreciation and amortisation expense

Depreciation on property,plant and equipment 22,769.49 4,510.11
Amortisation of intangible assets 60,190.10 47,850.39
Amortisation on right-of-use assets 4,359.89 13,277.52

87,319.48 65,638.02

30 Other expenses
Subscriptions & membership fee 19,835.82 20,561.70
Power and fuel 2,900.38 1,435.63
Repairs and maintenance 3,808.52 103.47
Insurance 6,886.06 2,633.63
Rates & taxes 1,981.21 1,540.51
Rent 13,404.66 4,145.17
Lease/rent of computer equipment 2,299.22 1,099.35
Communication expenses 4,094.87 2,774.66
Office maintenance 8,942.82 5,210.50
Travelling & conveyance 52,829.82 15,200.90
Professional fees 27,875.05 12,659.16
Payments to auditors (refer note 32 a) 1,050.00 1,040.00
Directors' sitting fee 870.00 855.00
Bad debts written off 818.87 233.16
Foreign exchange loss (net) 12,687.81 -0.00
Net loss on disposal of property, plant and eqiupment 725.77 275.34
Provision for bad and doubtful debts 966.16 5,129.64
Miscellaneous expenses 4,725.24 3,018.19

166,702.29 77,916.01

123
Cambridge Technology Enterprises Limited
Notes to consolidated statement of profit and loss for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

31 Payment to auditors

for the year ended for the year ended

Particulars 31 March 2023 31 March 2022
-Statutory audit fee 500.00 500.00
-For other services (including fees for quarterly review) 550.00 540.00
-Reimbursement of expenses - -

Total 1,050.00 1,040.00

32 Reconciliation of tax expenses and the accounting profit multiplied by tax rate

for the year ended for the year ended

Particulars 31 March 2023 31 March 2022
Profit before income tax expense 101,681.64 117,558.46
Tax at the Indian tax rate of 27.82% (2022: 27.82%) 14,405.67 10,449.32
Tax at the foreign tax rate of subsidiary of 21.77% (2022: 21.77%) 4,992.47 3,032.40
Effect of non-deductible expense 11,333.95 19,179.85
Effect of allowances for tax purpose (10,355.29) (9,676.16)
Effect of earlier year taxes - -
Effect of deferred tax (361.43) (3,383.14)
Income tax expense 20,015.37 19,602.27

124
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
33. Employee benefits
(i) Leave obligations
The leave obligation covers the parent's liability for earned leave which is unfunded.
(ii) Defined contribution plans
The Parent has defined contribution plans namely Provident fund. Contributions are made to provident fund at the rate of 12% of basic salary as per regulations. The contributions
are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any
constructive obligation. The expense recognised during the year towards defined contributions plan is Nil as the same is closed as the company for consistancy continuing to
maintain the nonfund based provisions as per the external actuarial valuer of the company.

Particulars 31 March, 2023 31 March, 2022

Parent's Contribution to Provident Fund 8966.56 7,275.71

(iii) Post- employment obligations

a) Gratuity
The parent provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn
basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The company has closed the post retirement gratuity plan with
HDFC Life Insurance operated earlier. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each
period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The following table sets out the amounts recognised in the financial statements in respect of gratuity plan
for the year ended for the year ended
Particulars
31 March, 2023 31 March, 2022
Change in defined benefit obligations:
Obligation at the beginning of the year 30,544.45 28,528.32
Current service costs 6,547.17 5,142.20
Interest costs 2,078.92 2,100.80
Remeasurement (gains)/losses 2,240.56 (2,014.66)
Benefits paid (4,442.58) (3,212.22)
Obligation at the end of the year 36,968.51 30,544.45

Change in plan assets:

Fair value of plan assets at the beginning of the year -0.00 917.02
Interest income - 22.49
Remeasurement (gains)/losses 0.00 (3.94)
Effects of change in business combination 0.00 (935.56)
Employer's contributions 4,442.58 3212.22
Benefits paid (4,442.58) (3212.22)
Fair value of plan assets at the end of the year -0.00 -0.00

Expenses recognised in the statement of profit and loss consists of:

Employee benefits expense:
Current service costs 6,547.17 5,142.20
Net interest expenses 2,078.92 2,100.81
8,626.09 7,243.01

Other comprehensive income:

(Gain)/Loss on Plan assets - 3.94
Actuarial (gain)/loss arising from changes in experience adjustments 2,240.56 (2,014.66)
2,240.56 (2,010.72)

Expenses recognised in the statement of profit and loss 8,626.09 7,220.51

Amounts recognised in the balance sheet consists of

As at 31 March, As at 31 March,
Particulars 2023 2022
Present value of obligation at the end of the year 36,968.51 30,544.45
Recognised as
Retirement benefit liability - Non-current 33,341.83 27,046.19
Retirement benefit liability - Current 3,626.68 3,498.26

Fair value of plan assets --- 100% with HDFC Life New Group Unit Linked Plan
Expected contributions to post- employment benefit plans of gratuity for the year ending 31 March 2023 as the same was closed during the last year.

125
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
33. Employee benefits
iv) Significant estimates and sensitivity Analysis
The sensitivity of the defined benefit obligation to changes in key assumptions is:

Defined benefit obligation

Key assumptions Increase in Decrease in Increase in Decrease in
Particulars assumption by assumption by assumption by assumption by
Rate Rate
31 March, 2023 31 March, 2022 31 March, 2023 31 March, 2023 31 March, 2022 31 March, 2022

Discount rate 8% 7% 1% 3,366.90 (3,964.77) 1% 2,827.88 (3,337.63)

Salary growth rate 7% 7% 1% (3,137.52) 2,992.34 1% (2,774.56) 2,588.94
Attrition rate 7% 5% 1% (10.48) 10.53 1% (60.03) 82.80

The above sensitivity analysis is based on a change in each assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of
the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet.

v) Risk exposure
Through its defined benefit plans, the parent is exposed to a number of risks, the most significant of which are detailed below:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:
This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the
defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate
withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

Note on “Code on Security, 2020”

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of
Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under
active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial
statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published

126
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ending 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
34 Financial instruments and risk management

Fair values
a) The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale.
b) The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these
items due to their short term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using
discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of
possible fair value measurements, cost has been considered as the best estimate of fair value.
c) The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates, currency basis spreads
between the respective currencies and interest rate curves. Set out below, is a comparision by class of the carrying amounts and fair value of the Company's
financial instruments, other than those with carrying amounts that are reasonable approximation of fair values:

(i) Categories of financial instruments

31 March, 2023 31 March, 2022

Particulars Level
Carrying amount Fair value* Carrying amount Fair value*
Financial assets
Measured at amortised cost
Non-current
Investments 2 127,566.47 127,566.47 117,621.19 117,621.19
Other financial assets 2 155,127.56 155,127.56 24,393.25 24,393.25
Current -
Trade receivables 2 551,828.62 551,828.62 282,976.23 282,976.23
Cash and Cash Equivalents 2 33,950.17 33,950.17 134,126.05 134,126.05
Other bank balances 2 243,535.94 243,535.94 225,378.80 225,378.80
Loans 2 1,341.81 1,341.81 1,630.18 1,630.18
Other financial assets 2 42,322.37 42,322.37 30,395.96 30,395.96
Total 1,155,672.95 1,155,672.95 816,521.67 816,521.67
Financial liabilities
Measured at amortised cost
Non-current
Borrowings 2 294,404.77 294,404.77 151,620.00 151,620.00
Lease liabilities 2 - - 11,316.58 11,316.58
Current -
Borrowings 2 273,698.74 273,698.74 179,804.72 179,804.72
Lease liabilities 2 1,174.16 1,174.16 14,039.15 14,039.15
Trade Payables 2 44,863.05 44,863.05 19,621.09 19,621.09
Other Financial Liabilities 2 79,906.68 79,906.68 51,483.85 51,483.85
Measured at fair value through profit and loss

Foreign-exchange forward contracts not

designated as hedges
(grouped under other current financial liabilities) 2 - - - -
Total 694,047.39 694,047.39 427,885.39 427,885.39
*Fair value of instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of
observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the
instrument is included in Level 2.
Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments
under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.
Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique.
Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the group could
have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different
from the amounts reported at each reporting date.

127
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ending 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

35 Financial risk management

The group is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity risk and credit risk, which may adversely
impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse
effects on the financial performance of the Company.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of
currency risk, interest rate risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables
involving foreign currency exposure. The sensitivity analyses in the following sections relate to the position as at March 31, 2023 and March 31, 2022.

The analysis exclude the impact of movements in market variables on the carrying values of financial assets and liabilties .

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial
liabilities held at 31 March, 2023 and 31 March, 2022.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The group’s
exposure to the risk of changes in foreign exchange rates relates primarily to the trade/other payables, trade/other receivables and derivative assets/liabilities. The
risks primarily relate to fluctuations in US Dollars against the functional currencies of the group. The group’s exposure to foreign currency changes for all other
currencies is not material. The group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.

The following tables demonstrate the sensitivity to a reasonably possible change in US dollar exchange rates, with all other variables held constant. The impact on
the group’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

31 March, 2023 31 March, 2022

USD USD
Foreign currency liabilities
Foreign currency term loan 6,103.67 3,871.78
Exposure to foreign currency risk - liabilities 6,103.67 3,871.78
Derivative liabilities - foreign exchange forward contracts - -
Net exposure to foreign currency risk - liabilities 6,103.67 3,871.78

(ii) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and from foreign forward
exchange contracts:
Particulars Increase/(decrease) in Increase/(decrease) in other
profit before tax components of equity
31 March, 2023 31 March, 2022 31 March, 2023 31 March, 2022

Change in USD
1% increase 61.04 38.72 44.06 27.95
1% decrease (61.04) (38.72) (44.06) (27.95)

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US Dollars where the functional
currency of the entity is a currency other than US Dollars.

128
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ending 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
(iii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The group’s
exposure to the risk of changes in market interest rates relates primarily to the group’s debt obligations with floating interest rates. As the group’s has certain debt
obligations with floating interest rates, exposure to the risk of changes in market interest rates are dependent of changes in market interest rates. Management
monitors the movement in interest rate and, wherever possible, reacts to material movements in such rates by restructuring its financing arrangement.

As the group’s has no significant interest bearing assets, the income and operating cash flows are substantially independent of changes in market interest rates.

Interest rate sensitivity

The exposure of the group’s borrowing to interest rate changes at the end of the reporting period are as follows:

Particulars 31 March, 2023 31 March, 2022

Variable rate borrowings 206,661.74 179,804.72
Fixed rate borrowings 352,268.93 151,620.00
Total 558,930.67 331,424.72

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other
variables held constant, the group’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/(decrease) in Increase/(decrease) in other

Particulars profit before tax components of equity
31 March, 2023 31 March, 2022 31 March, 2023 31 March, 2022
Change in interest rate
increase by 100 basis points (2,066.62) (1,798.05) (1,491.68) (1,297.83)
decrease by 100 basis points 2,066.62 1,798.05 1,491.68 1,297.83

The assumed increase/decrease in interest rate for sensitivity analysis is based on the currently observable market environment

(B) Credit Risk

Financial assets of the group include trade receivables, loans to wholly owned subsidiaries, employee advances, security deposits held with government
authorities and others and bank deposits which represents group’s maximum exposure to the credit risk.
With respect to credit exposure from customers, the group has a procedure in place aiming to minimise collection losses. Credit Control team assesses the credit
quality of the customers, their financial position, past experience in payments and other relevant factors.
The carrying amount of trade receivables, loans, advances, deposits, cash and bank balances, bank deposits and interest receivable on deposits represents
group’s maximum exposure to the credit risk. No other financial asset carry a significant exposure with respect to the credit risk. Bank deposits and cash balances
are placed with reputable banks and deposits are with reputable government, public bodies and others. The group’s exposure to credit risk is influenced mainly by
the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including
default risk associate with the industry and country in which customers operate. Credit quality of a customer is assessed based on an extensive credit rating
scorecard and individual credit limits are defined in accordance with this assessment. With respect to other financial assets viz., loans & advances, deposits with
government and banks, the credit risk is insignificant since the loans & advances are given to its wholly owned subsidiary and employees only and deposits are
held with government bodies and reputable banks. The credit quality of the financial assets is satisfactory, taking into account the allowance for credit losses.

Credit risk on trade receivables and other financial assets is evaluated as follows:

(i) Expected credit loss for trade receivable under simplified approach:

Particulars 31 March, 2023 31 March, 2022

Gross carrying amount 551,828.62 282,976.23
Expected credit losses (Loss
allowance provision) (3,868.09) (6,244.81)
Carrying amount of trade receivables 547,960.53 276,731.42

129
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ending 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

Expected credit loss for financial assets where general model is applied
The financial assets which are exposed to credit are loans to wholly owned subsidiaries and employee advances.

Particulars 31 March, 2023 31 March, 2022

Estimated gross Estimated gross
Asset group carrying amount at carrying amount at
default default
Gross carrying amount
Loans - -
Employee advances 1,341.81 1,630.18
1,341.81 1,630.18
Expected credit losses - -
Net carrying amount
Loans - -
Employee advances 1,341.81 1,630.18
Total 1,341.81 1,630.18

(ii) Reconciliation of loss allowance provision

Trade receivables
Particulars

Loss allowance as at 1 April, 2021 6,251.66

Changes in loss allowance during the period of 2021-22 -6.84
Loss allowance as at 31 March, 2022 6,244.82
Changes in loss allowance during the period of 2022-23 -2,376.73
Loss allowance as at 31 March, 2023 3,868.09

(iii) Significant estimates and judgements

Impairment of financial assets:
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The group uses judgement
in making these assumptions and selecting the inputs to the impairment calculation, based on the group's past history, existing market conditions as well as
forward looking estimates at the end of each reporting period.

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meet obligations when due and to close out market
positions. Group’s treasury maintains flexibility in funding by maintaining availability under deposits in banks.
Management monitors cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements:

The company had access to the following undrawn borrowing facilities at the end of the reporting period
As at
Particulars
31 March, 2023 31 March, 2022
Expiring within one year (bank overdraft and other
facilities) 206,661.74 179,804.72

130
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ending 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

(ii) Maturities of Financial liabilities

Contractual maturities of financial liabilities as at :
31 March, 2023 31 March, 2022
Particulars Less than 12 More than 12 Less than 12 More than 12
months months months months
Borrowings 331,562.90 294,404.77 179,804.72 151,620.00
Lease Liabilities 1,174.16 0.00 14,039.15 11,316.58
Trade Payables 44,863.05 - 19,621.09 -
Other Financial Liabilities 79,906.68 - 51,483.85 -
Total 457,506.78 294,404.77 264,948.81 162,936.58

(iii) Management expects finance cost to be incurred for the year ending 31 March 2023 is Rs 15000 thousands.

36 Capital management
Capital management and Gearing Ratio
For the purpose of the group's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity
holders. The primary objective of the company's capital management is to maximise the shareholder value.

The group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The
group monitors capital using a gearing ratio, which is debt divided by total capital. The group includes within debt, interest bearing loans and borrowings.

Particulars 31 March, 2023 31 March, 2022

Borrowings
Current 273,698.74 179,804.72
Non current 294,404.77 151,620.00
Current maturities of long term debt 57,864.16 0.00
Debt 625,967.67 331,424.72

Equity
Equity share capital 196,310.15 196,310.15
Other equity 791,475.46 657,553.31

Total capital 987,785.61 853,863.46

Gearing ratio in % (Debt/ capital) 63.37% 38.81%

In order to achieve this overall objective, the group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to
immediately call loans and borrowings.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2023 and 31 March, 2022.

131
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

37 Contingent liabilities
The group has the following contingent liabilities as at:

Particulars 31 March, 2023 31 March, 2022

Service tax 32,576.18 32,576.18
Income tax 80,673.01 80,673.01
Total 113,249.19 113,249.19

38 Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for - Nil (PY : Nil)

39 Related party transactions

Names of related parties and nature of relationships:

Names of the related parties Nature of relationship

i) Promoter
Cloud Computing LLC
Promoter of parent company (Cambridge Technology Enterprises Limited

Worldwide Technology Investments Pte. Ltd. Promoter Group of parent company (Cambridge Technology Enterprises
Limited)

ii) Key Managerial Personnel (KMP):

Mr. Dharani Raghurama Swaroop Whole Time Director
Mr. Chirravuri Subrahmanya Leeladhar Executive Director & CFO (Executive Director w.e.f January 14, 2023)
Mr. Ashish Bhattad Company Secretary
Manager - Corporate Finance & Head Investor Relations (upto April 30,
Mr. Hanumant Bhansali 2021)

iii) Non-whole-time Directors

Mrs. K. Jayalakshmi Kumari Non-Executive - Independent Director

Mr. Stefan Hetges Non-Executive - Non Independent Director
Mr. L Sridhar Non-Executive - Independent Director
Mr. Naveen Kumar Yelloji Non-Executive - Non Independent Director (upto November 10, 2022)
Ms. Manjula Aleti Non-Executive - Independent Director (w.e.f July 01, 2021)
Mr. Srinivas Medepalli Non-Executive - Independent Director (w.e.f March 08, 2023)
Mr. Amudala Sreeramulu Nageswar Rao Non-Executive - Independent Director (w.e.f September 05, 2022)
Mr. Venkat Motaparthy Non-Executive - Independent Director (upto October 08, 2021)

v) Subsidiary Companies
M/s Cambridge Technology Inc.,USA Wholly owned subsidiary
M/s FA Software Services Private Limited Subsidiary (w.e.f March 20, 2023
M/s CTE Web Apps Private Limited Wholly owned subsidiary (w.e.f October 19, 2022)
M/s Cambridge Innovation Capital LLC, USA Step down subsidiary to Cambridge Technology Investments Pte. Ltd.,
Singapore
M/s Cambridge Technology Investments Pte Ltd., Singapore Wholly owned subsidiary
Step down subsidiary to Cambridge Technology Investments Pte. Ltd.,
M/s Cambridge Biz Serve Inc., Philippines
Singapore
M/s CT Asia SDN BHD, Malaysia (Formerly known as M/s Step down subsidiary to Cambridge Technology Investments Pte Ltd.,
CT Software Solutions SDN BHD, Malaysia Singapore

132
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

Details of transactions during the year where related party relationship existed:

Key Managerial Personnel Subsidiary Companies

Particulars
2022-23 2021-22 2022-23 2021-22

Remuneration

Mr. Dharani Raghurama Swaroop 8,375.00 5,590.00 - -

Mr. Chirravuri Subrahmanya Leeladhar 4,800.00 3,596.00 - -
Mr. Ashish Bhattad 1,588.60 1,396.00 - -
Mr. Hanumant Bhansali 932.17 - -

Sitting fees
Mr. Venkat Motaparthy - 135.00 - -
Mrs. K. Jayalakshmi Kumari 285.00 240.00 - -
Mr. Stefan Hetges - - - -
Ms. Manjula Aleti 240.00 105.00 - -
Mr. L Sridhar 285.00 255.00 - -
Mr. Naveen Kumar Yelloji 60.00 120.00

40 Earnings per share (EPS)

Year ended Year ended

Particulars
31 March, 2023 31 March, 2022
Profit after tax (₹ in thousands) (A) 81,464.31 97,956.19
Weighted average number of equity shares for 19,631.02 19,631.02
calculation of basic earnings per share (Nos in
thousands) (B)
Weighted average number of equity shares for 19,631.02 19,631.02
calculation of diluted earnings per share (Nos in
thousands) (C)
Earning per share:
Equity shares of par value ₹ 10.00 10.00
(1) Basic (₹) (A/B) 4.15 4.99
(2) Diluted (₹) (A/C) 4.15 4.99

133
Cambridge Technology Enterpirses Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
41 Disclosures as per Ind AS 116 - Leases
The weighted average incremental borrowing rate applied to lease liabilities is 9%.
Following are the changes in the carrying value of right of use assets for the year ended March 31, 2023:

Buildings Office equipment Total

Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Opening balance as on 1st April 2022 17,726.89 3,713.88 21,440.77
Additions - - -
Deletions - - -
Depreciation 13,291.75 2,893.40 16,185.15
Translation difference 3,544.71 788.95 4,333.66
Closing balance as on 31st March 2023 890.44 31.53 921.96

The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the statement of Profit
and Loss.

The following is the break-up of current and non-current lease liabilities as at March 31, 2023

Buildings Office equipment Total

Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Current lease liability 1,174.16 - 1,174.16
Non-current lease liability - - -
Closing balance as on 31st March 2023 1,174.16 - 1,174.16

The following is the movement in lease liabilities during the year ended March 31, 2023

Buildings Office equipment Total

Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Opening balance as on 1st April 2022 21,777.91 3,577.83 25,355.75
Additions -
Finance cost accrued during the period 545.11 89.45 634.56
Deletions 20,114.61 3,667.28 23,781.89
Translation difference -55.97 -178.89 -234.86
Closing balance as on 31st March 2023 1,174.16 -0.00 1,174.16

The table below provides details regarding the contractual maturities of lease liabilities as at March 31,2023 on an undiscounted basis:

Buildings Office equipment Total

Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Less than one year 1,174.16 - 1,174.16
One to five years - - -
More than five years - - -
Total 1,174.16 - 1,174.16
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases was ₹ 15703.89 thousands for the year ended March 31,2023

Rental income on assets given on operating lease to holding company was ₹ Nil for the year ended March 31,2023

134
 42 Additional information, as required under Schedule III to The Companies Act, 2013

Statement of Net Assets, Profit and Loss and other comprehensive Income attributable to owners and non-controlling interest
Net Assets, i.e. Total Assets Share in Other Comprehensive Share in Total
Share in profit and loss
minus Total Liabilities Income Comprehensive Income

As a % of As a % of
Name of the Entity As a % of
As a % of consolidated consolidated
consolidated
consolidated Amount Amount Other Amount Total Amount
Profit and
Net assets Comprehensive Comprehensiv
Loss
Income e Income
Parent
Cambridge Technology Enterprises Ltd 28.90 286,706.84 43.57 35,581.84 (34.67) 1,617.23 28.88 33,964.61

Subsidiaries
India
FA Software Services Private Limited
Controlling Interest 16,608.70 0.01 807.85 - 807.85
Non Controlling Interest 4,172.17 0.00 201.96 - 201.96

CTE Web App Private Limited 100.00 - - -

Foreign
1. Cambridge Technology Inc 50.25 498,543.54 101.99 83,288.47 192.79 (8,994.02) 78.47 92,282.50
2. Cambridge Technology Investments PTE Ltd 0.27 2,709.03 (2.14) (1,749.91) 19.34 (902.43) (2.26) (2,652.33)
3. Cambridge Innovations Capital LLC 17.47 173,347.69 (25.13) (20,519.29) (93.12) 4,343.92 (21.14) (24,863.21)
4. Cambirdge Bizserve Inc 0.53 5,222.88 (10.20) (8,332.84) 28.35 (1,322.57) 8.21 9,655.41
5. CT Asia, SDN BHD 0.48 4,748.87 (9.32) (7,611.80) (12.71) 592.79 6.98 8,204.59
TOTAL 97.90 992,159.73 98.78 81,666.27 100.00 (4,665.08) 99.14 117,601.37

135
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)

43 Information about revenue

Revenue from external customers - Sale of Services - Rs. 1,715,807.29 thousands
Revenue from external customers - Sale of Products - Rs. 103,359.10 thousands

44 Segment Information
The group primarily operates in the software development. The Chief Operating Decision Maker (CODM) of the parent reviews the
performance of the software development sector at the consolidated level and makes decisions on sales volumes and profitability.

45 Share based payments (Ind AS 102)

The parent company has granted options to its eligible employees in various ESOS Schemes, details are as under:

(A) Employee Stock Option Scheme:

CTEL Employee Stock CTEL ESOP Scheme

Particulars ESOS - 2015
Opton Scheme - 2008 2011

Vesting Plan Year I - 40% 5 years 3 years

Year II - 30%
Year III - 30%
Exercise Period Any time after the 5 years 5 years
vesting period subject
to continuance of
employment and the
other conditions
mentioned in the
scheme
Grant Date 21-Oct-08 10-Jul-15 9-Mar-16
Exercise Price (Rs. Per share) 25.9 38 80
Fair Value on the date of Grant of Option (Rs. Per share) 15.97 8.47 46.16
Method of Settlement Equity Equity Equity

(B) Movement of Options Granted along with weighted average exercise price (WAEP):
CTEL Employee Stock Opton Scheme - 2008
Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 0 25.9 0 25.9
Granted during the year Nil Nil Nil Nil
Exercised during the year Nil Nil Nil Nil
Forfeited during the year 0 Nil 0 Nil
Outstanding at the end of the year 0 Nil 0 Nil
Options exercisable at the end of the year 0 Nil 0 Nil

CTEL ESOP Scheme 2011

Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 204500 38 205000 38
Granted during the year Nil Nil Nil Nil
Exercised during the year 0 Nil 500 Nil
Forfeited during the year 12500 38 0 38
Outstanding at the end of the year 192000 38 204500 38
Options exercisable at the end of the year 192000 38 204500 38

1.The weighted average share price on stock exchange at the date of exercise of options was Rs. 52.94 per share as at March 31, 2023
2. The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was 3 months (March 31, 2022: 1
years & 3 months).

136
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
ESOS - 2015
Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 60000 80 71800 80
Granted during the year Nil Nil Nil Nil
Exercised during the year Nil Nil Nil Nil
Forfeited during the year 4400 80 11800 80

Outstanding at the end of the year 55600 80 60000 80

Options exercisable at the end of the year 55600 80 60000 80

The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was 1 year (March 31, 2022 : 2 years).

(C) Fair
The Valuation:
fair value of option have been done by an independent firm of Chartered Accountants on the date of grant using the Black-Scholes
Model.
The key assumptions in the Black-Scholes Model for calculating fair value as on the date of grant:

(a) For CTEL Employee Stock Opton Scheme - 2008

1. Risk Free Rate 7.42% - 7.73%
2. Option Life 2.5 - 4.5 years
3. Expected Volatility* 63.77%
4. Expected Growth in Dividend 0.00%

(b) For CTEL ESOP Scheme 2011

1. Risk Free Rate 8%
2. Option Life 3 years
3. Expected Volatility* 9.48%
4. Expected Growth in Dividend 0.00%

(c) For ESOS 2015

1. Risk Free Rate 7.83%
2. Option Life 3 years
3. Expected Volatility* 43.05%
4. Expected Growth in Dividend 0.00%

*Expected volatility on the Company’s stock price on Bombay Stock Exchange based on the data commensurate with the expected life of the
options up to the date of grant.

(d) Details of the liabilities arising from the Share based payments were as follows:
Particulars As at March 31, 2023 As at March 31, 2022

Total Carrying amount 4,192.74 4,501.72

46 Ratios
(a) Current Ratio
Particulars 31-Mar-23 31-Mar-22
Current Assets 1,063,209.26 756,496.09
Current Liabilities 435,674.06 289,029.48
Current Ratio 2.44 2.62
Variance (7)
Reason, if variance exceeds 25%

137
Cambridge Technology Enterprises Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
(b) Debt-Equity Ratio
Particulars 31-Mar-22 31-Mar-22
Debt 568,103.51 331,424.72
Equity 987,785.61 853,863.46
Debt-Equity Ratio 0.58 0.39
Variance 48

The debt equity ratio was increased at

consolidated level to augment its working
capital requirement in its subsidiary companies.
Reason, if variance exceeds 25%

(c) Debt Service Coverage Ratio

Particulars 31-Mar-23 31-Mar-22
EBITDA 217,137.84 189,103.48
Interest Expense 28,136.72 5,906.98
Debt Service Coverage Ratio 7.72 32.01
Variance (76)

The debt service coverage ratio was reduced at

consolidated level due to Debt and its service
cost has been increased in the subsidiaries to
augment its working capital requirements.
Reason, if variance exceeds 25%

(d) Return on Equity Ratio

Particulars 31-Mar-23 31-Mar-22
Net Income 101,681.64 117,558.47
Equity 987,785.61 853,863.46
Return on Equity Ratio 0.10 0.14
Variance (25)

During the year employee efficiency has been

declined and effected on the cost of employee
and hence profit has been declined at
Reason, if variance exceeds 25% consolidated level.

(e) Trade Receivables Turnover Ratio

Particulars 31-Mar-23 31-Mar-22
Net Credit Sales 1,819,920.70 1,122,429.68
Average accounts receivables for the period 448,402.99 249,883.86
Trade receivables turnover ratio 4.06 4.49
Variance (10)
Reason, if variance exceeds 25%

(f) Trade Payables Turnover Ratio

Particulars 31-Mar-23 31-Mar-22
Net Credit purchases 175,353 175,353
Average Trade payables 37,416 25,501
Trade payables turnover ratio 4.69 6.88
Variance (32)
The group company Trade payable turnover
ratio has been decreased due the increased
Reason, if variance exceeds 25% costs

(g) Net Capital Turnover Ratio

Particulars 31-Mar-23 31-Mar-22
Net annual sales 1,819,920.70 1,122,429.68
Working Capital 627,535.20 467,466.61
Net capital turnover ratio 2.90 2.40
Variance 21
Reason, if variance exceeds 25%

138
 Cambridge Technology Enterpirses Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
(h) Net Profit Ratio
Particulars 31-Mar-23 31-Mar-22
Net Profit 101,681.64 117,558.47
Sales 1,819,920.70 1,122,429.68
Current Ratio 0.06 0.10
Variance (47)
During the year employee efficiency has been
declined and effected on the cost of employee
and hence profit has been declined at
Reason, if variance exceeds 25% consolidated level.

(i) Return on Capital Employed

Particulars 31-Mar-23 31-Mar-22
EBIT 129,818.36 123,465.45
Capital employed 992,159.72 853,863.47
Return on capital employed 0.13 0.14
Variance (10)
Reason, if variance exceeds 25%

47 Corporate Social Responsibility (CSR)

Particulars 31-Mar-23 31-Mar-22
Amount required to be spent by the company during the year Nil Nil
Amount of expenditure incurred NA NA
Shortfall at the end of the year Nil Nil
Total of previous years shortfall Nil Nil
Reason for shortfall - -
Nature of CSR activities - -

Section 135 of the Companies Act 2013 and the Rules made thereunder prescribe that every company having a net worth of
Rs 500 crore or more, or turnover of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during any financial year
shall ensure that the Company spends in every financial year, at least 2% of the average net profits made during the three
immediately preceding financial years, in pursuance of its Corporate Social Responsibility (CSR) policy. The provisions
pertaining to CSR as prescribed under the Companies Act 2013 are not applicable to the Company for the current period

139
 Cambridge Technology Enterpirses Limited
Notes to the consolidated financial statements for the year ended 31 March 2023
(All amounts are in Indian rupees in thousands except per share data and where otherwise stated)
48 Additional Regulatory Information
(a) The Company does not have any Benami property and does not have any proceeding initiated or pending against the company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(b) There are immovable properties whose title deeds are held in the name of the Company.

(c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory
period.

(d) The company does not have any borrowings from banks or financial institutions on the basis of security of Current assets.

(e)The company does not have any transactions with companies struck off under section 248 of the Companies Act 2013 or section 560 of
Companies Act, 1956.

(f) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(g) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(h)The Company does not have any such transaction which is not recorded in the books of accounts but has been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions
of the Income Tax Act, 1961).

49 Figures of the previous period have been regrouped/reclassified / rearranged wherever necessary.

As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

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 Annual Report
2022-23

INDEPENDENT AUDITOR’S REPORT

To the Members of CAMBRIDGE TECHNOLOGY ENTERPRISES LIMITED
Report on the audit of the Standalone Financial Statements
Opinion

We have audited the Standalone financial statements of CAMBRIDGE TECHNOLOGY

ENTERPRISES LIMITED (‘the Company’), which comprise the Balance Sheet as at March 31,
2023 and the Statement of Profit and Loss (including Other Comprehensive Income),the
Statement of Changes in Equity, Statement of Cash Flows and notes to the financial
statements, for the year then ended, and a summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give in the information required by The
Companies Act,2013 in the manner so required give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2023 and its Profit (including other comprehensive income),changes in equity and its
cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the audit of the Financial Statements
section of our report. We are independent of the company in accordance with the code of
ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Other Information

The Company’s Management and Board of Directors is responsible for the preparation of the
other information. The other information comprises the information included in the Company’s
annual report but does not include the standalone financial statements and our auditor’s report
thereon. The Company’s annual report is expected to be made available to us after the date of
this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of standalone financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial
statements, or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated.

When we read the Company’s annual report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with
governance and take necessary actions, as applicable under the relevant laws and regulations.

We are not in receipt of other information prior to the date of this auditor’s report and hence,
we cannot report on the other information.

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 Annual Report
2022-23

Emphasis of Matter

The Company has significant investments in subsidiaries. Where applicable, the downstream
investments of the respective subsidiaries are expected to carry valuations that will not lead to
any diminution in value of Company’s investment in subsidiaries. (Refer Note 5.1 of the
standalone financial statements). We have relied on the same and our opinion is not modified in
respect of this matter.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in
Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these
Standalone financial statements that give a true and fair view of the , changes in equity and
cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting
process.

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate internal
financial controls with reference to standalone financial statements in place and the operating
effectiveness of such controls.

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 Annual Report
2022-23

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management and Board of directors’ use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as
a going concern

Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order,2020 (“The Order”), issued by

the Central Government of India in terms of sub-section (11) of Section 143 of the
Companies Act,2013, we give in the Annexure A, a statement on the matters specified
in paragraph 3 and 4 of the order, to the extent applicable.
2. As required by section 143 (3) of the Act, we report that:

We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

a. We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of the audit.
b. In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c. The Balance Sheet and the Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and the Statement of Cash Flow dealt with by
this Report are in agreement with the books of account.
d. In our opinion, the aforesaid Standalone financial statements comply with the Indian
Accounting Standards specified under section 133 of the Act.
e. On the basis of written representations received from the directors as on March 31, 2023,
taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2023, from being appointed as a director in terms of Section 164 (2) of the Act.

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 Annual Report
2022-23

f. With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements (Refer Note 36 of the Standalone
financial statements);
ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. The management has represented that, to the best of its knowledge and belief,
other than as disclosed in the Note to financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other
persons or entities, including foreign entities (“Intermediaries”) with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall:
 directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of
the Company or
 provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries
v. The management has represented, that, to the best of its knowledge and belief,
no funds have been received by the Company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall:
 directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of
the Funding Party or
 provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and
vi. Based on such audit procedures as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe
that the representations under iv and v contain any material misstatement.
vii. Proviso to Rule 3(1) of the Companies (Accounts)Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors)
Rules, 2014 is not applicable for the financial year ended March 31, 2023.

h. With respect to the matter to be included in the Auditors' report under Section 197(16) of
the Act:
In our opinion and to the best of our information and according to the explanations given
to us, the remuneration paid by the Company to its directors during the year is in
accordance with the Schedule V and section 197 of the Companies Act.

For B R A N D & Associates LLP

Chartered Accountants
FRN: 012344S/S200101

Place: Hyderabad Kumaraswamy Reddy A

Date: 26th May, 2023 Partner
UDIN: 23220366BGUNQJ1655 Membership No. 220366

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2022-23

“Annexure A” to the Independent Auditors’ Report: Referred to in paragraph 1 under the

heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the
standalone financial statements of the Company for the year ended March 31, 2023:

Matters included in Companies (Auditor’s Report) Order, 2020 (“the Order”) are: -

1) In respect of its Property, plant and equipment and Intangible assets [Clause 3(i)]:
a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and equipment.
b) The Company has maintained proper records showing full particulars of Intangible
assets.
c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has a regular programme of
physical verification of its Property, Plant and Equipment by which all property, plant
and equipment are verified in a phased manner over a period of three years. In
accordance with this programme, selected category of property, plant and equipment
were verified during the year. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
d) According to the information and explanations given to us and on the basis of our
examination of records of the company, the title deeds of all the immovable properties
(other than immovable properties where the Company is the lessee and the leases
agreements are duly executed in favour of the lessee) are duly executed in the name of
the company.
e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not revalued its
Property, plant and equipment (including Right-of-use assets) or Intangible assets or
both during the year.
f) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no proceedings initiated or
pending against the Company for holding any benami property under the Prohibition of
Benami Property Transactions Act, 1988 and rules made thereunder.
2) The Company does not deal with any inventory and hence, clause 3(ii) is not applicable

3) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has made investments and
provided loans to the invested company during the year. The Company has granted loans
unsecured to the invested company during the year.

Based on the audit procedures carried on by us and as per the information and
explanations given to us, the Company has given unsecured loans to subsidiaries company
invested during the year.

Particulars Guarantees Security Loans Advances in

nature of loans

Aggregate - - 6,12,95,721 -
amount
granted/
provided during
the year

Subsidiaries - - 6,12,95,721 -

Balance - - 6,20,50,035 -
outstanding as
at 31 March

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2023

Subsidiary

According to the information and explanations given to us and based on the audit
procedures conducted by us, in our opinion the investment made and the terms and
conditions of the grant of loans and advances in the nature of loans during the year are,
prima facie, not prejudicial to the interest of the Company.

The company has granted the loan without specifying any terms or period of repayment.
The percentage of loans provided is 100% of the total loans given during the year.

Particulars All Parties Promoters Related

Parties

Aggregate amount of loans and advances in the 6,12,95,721 - 6,12,95,721

nature of loans –

Repayable on demand (A) - - -

Agreement does not specify any terms or period 6,12,95,721 - 6,12,95,721

of repayment (B)

Total (A+B) 6,12,95,721 - 6,12,95,721

Percentage of loans/advances in the nature of 100% - 100%

loans to total loans

4) According to the information and explanations given to us and on the basis of our
examination of the records, the Company has not given any loans, or provided any
guarantee or security as specified under Section 185 of the Companies Act, 2013 and the
Company has not provided any guarantee or security as specified under Section 186 of the
Companies Act, 2013. Further, the Company has complied with the provisions of Section
186 of the Companies Act, 2013 in relation to loans given and investments made.

5) Company has not accepted any deposits from the public within the meaning of section 73
to 76 of the act and hence, Clause 3(v) of the Order is not Applicable.

6) According to the information and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under Section 148(1) of the Companies Act,
2013 for services provided by it. Accordingly, clause 3(vi) of the Order is not applicable.

7) i) According to information and explanations given to us and on the basis of our

examination of the books of account, and records, the Company has been generally regular
in depositing undisputed statutory dues including Provident Fund, Employees State
Insurance, Income-Tax, Goods and Service Tax, Cess and any other statutory dues with
the appropriate authorities and there were no arrears of outstanding statutory dues as at
the last day of the financial year concerned for a period of more than six months from the
date they became payable.

ii) According to the information and explanations given to us and records of the Company
examined by us, the particulars of income tax, goods and service tax, service tax, wealth
tax, customs duty or cess as at 31st March, 2023 which have not been deposited on
account of dispute pending are as under:

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Statutory Nature of Amount in Period to which Forum where

Authority dues Thousands Rs amount relates dispute is pending

Income tax Income tax 2207.95 AY 2011-12 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 743.37 AY 2012-13 ITAT, Hyderabad

Act,1961

Income tax Income tax 1448.65 AY 2013-14 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 37281.82 AY 2017-18 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 10524.12 AY 2018-19 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 174.74 AY 2019-20 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 1341.53 AY 2020-21 CIT (Appeals) -1

Act,1961 Hyderabad

Income tax Income tax 2422.59 AY 2021-22 CIT (Appeals) -1

Act,1961 Hyderabad

Finance Service 32576.18 FY 2007-08 to FY Hyderabad Bench of

Act,1994 tax 2009-10 CESTAT

8) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not surrendered or disclosed
any transactions, previously unrecorded as income in the books of account, in the tax
assessments under the Income-tax Act, 1961 as income during the year.

9) According to the information and explanations given to us, the company has not defaulted
in repayment of loans or borrowings to banks or financial institutions.

According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not been declared a wilful
defaulter by any bank or financial institution or government or government authority.

According to the information and explanations given to us by the management, the

Company has obtained term loans. In our opinion and according to the information and
explanations given to us, the term loans have been applied for the purpose for which the
loans were obtained.

According to the information and explanations given to us and on an overall examination of

the balance sheet of the Company, we report that no funds have been raised on short-term
basis have been used for long term purposes by the Company. Accordingly, clause 3(ix)(d)
of the Order is not applicable.

According to the information and explanations given to us and on an overall examination of

the financial statements of the Company, we report that the Company has not taken any
funds from any entity or person on account of or to meet the obligations of its subsidiaries
as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not
applicable.

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According to the information and explanations given to us and procedures performed by us,
we report that the Company has not raised loans during the year on the pledge of securities
held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause
3(ix)(f) of the Order is not applicable.

10) The Company has not raised moneys by way of initial public offer or further public offer
(including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not
applicable.

According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during the
year. Accordingly, clause 3(x)(b) of the Order is not applicable.

11) During the course of our examination of the books and record of the company, carried out
in accordance with the generally accepted auditing practices in India, and according to the
information and explanation given to us,

a. We have neither come across any instance of material fraud by the company or on
the company, noticed or reported during the year, nor we have been informed of
any such case by the Management.
b. A report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule
13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with
the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the
Order is not applicable to the Company.
c. The company has not received whistle blower complaints during the year.
Accordingly, the reporting under clause 3(ix) of the order is not applicable to the
company.

12) The Company is not a Nidhi company and hence, reporting under clause 3(xii) is not
applicable.

13) According to the information and explanations given to us and based on our examination of
the records of the company, transactions with the related parties are in compliance with
Section 177 and 188 of the act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable accounting standards.

14) Based on information and explanations provided to us and our audit procedures, in our
opinion, the Company has an internal audit system commensurate with the size and nature
of its business.

We have considered the internal audit reports of the Company issued till date for the period
under audit.

15) In our opinion and according to the information and explanations given to us, during the
year the Company has not entered into any non-cash transactions with its directors and
persons connected to its directors and hence, provisions of section 192 of the Companies
Act, 2013 are not applicable to the Company.

16) The Company is not required to be registered under provisions of section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) & (b) of the Order is not
applicable.

The Company is not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

According to the information and explanations provided to us during the course of audit, the
Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not
applicable.

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2022-23

17) The Company has not incurred cash losses in the current and in the immediately preceding
financial year.

18) There has been no resignation of the statutory auditors during the year. Accordingly, clause
3(xviii) of the Order is not applicable.

19) According to the information and explanations given to us and on the basis of the financial
ratios, ageing and expected dates of realisation of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe
that any material uncertainty exists as on the date of the audit report that the Company is
not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that our
reporting is based on the facts up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due within a period of one year from
the balance sheet date, will get discharged by the Company as and when they fall due.

20) In our opinion and according to the information and explanations given to us, CSR is not
applicable to the company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not
applicable.

For B R A N D & Associates LLP

Chartered Accountants
FRN:012344S/S200101

Kumaraswamy Reddy A
Partner
Membership No. 220366
Place: Hyderabad
Date: 26th May,2023
UDIN: 23220366BGUNQJ1655

149
 Annual Report
2022-23

Annexure B to the Independent Auditor’s Report on the standalone financial statements of

Cambridge Technology Enterprises Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid standalone financial
statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’
section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financial
statements of Cambridge Technology Enterprises Limited (“the Company”) as of 31 March
2023 in conjunction with our audit of the standalone financial statements of the Company as at
and for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls
with reference to standalone financial statements and such internal financial controls were
operating effectively as at 31 March 2023, based on the internal financial controls with
reference to standalone financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and
maintaining internal financial controls with reference to standalone financial statements based
on the criteria established by the Company considering the essential components of internal
control stated in the Guidance Note. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with
reference to standalone financial statements based on our audit. We conducted our audit in
accordance with the Guidance Note and the Standards on Auditing, prescribed under Section
143(10) of the Act, to the extent applicable to an audit of internal financial controls with
reference to standalone financial statements. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with reference to standalone
financial statements were established and maintained and whether such controls operated
effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls with reference to standalone financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to standalone financial
statements included obtaining an understanding of such internal financial controls, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of
the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls with reference to
standalone financial statements.

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Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

A company’s internal financial controls with reference to standalone financial statements is a

process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of standalone financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial
controls with reference to standalone financial statements include those policies and
procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of standalone financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company’s assets that could have a material effect on the
standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial

Statements

Because of the inherent limitations of internal financial controls with reference to standalone
financial statements, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls with reference to standalone
financial statements to future periods are subject to the risk that the internal financial controls
with reference to standalone financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

For B R A N D & Associates LLP

Chartered Accountants
FRN:012344S/S200101

Kumaraswamy Reddy A
Partner
Membership No. 220366

Place: Hyderabad
Date: 26th May,2023
UDIN: 23220366BGUNQJ1655

151
Cambridge Technology Enterprises Limited
Balance Sheet as at 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
As at As at
Note No.
31 March 2023 31 March 2022
I. ASSETS

Non-current assets
(a) Property, plant and equipment and Intangible Assets
(i) Property, plant and equipment 4.1 210,744.56 7,654.76
(ii) Intangible Assets 4.2 732.47 -
(b) Right-of-use assets 41 921.96 20,466.53
4.3 - 181,190.61
(c) Capital Work-in-progress
(d) Financial assets
(i) Investments 5.1 159,005.63 158,305.63
(ii) Other financial assets 5.2 14,110.27 23,887.30
(e) Other non-current assets 6 6,683.74 10,987.33
(f) Deferred tax assets 7 16,995.17 17,285.84
(g) Amount recoverable from ESOP Trust 11,900.00 11,900.00

421,093.80 431,678.00

Current assets
(a) Financial assets
(i) Trade receivables 8 19,416.27 17,378.70
(ii) Cash and cash equivalents 9 4,611.17 4,935.51
(iii) Bank balances other than (ii) above 10 384,176.62 225,378.80
(iv) Loans and advances 11 63,025.73 1,141.43
(v) Other financial assets 12 10,372.06 101,403.03
(b) Other current assets 13 17,443.04 10,953.53

499,044.89 361,191.00

TOTAL ASSETS 920,138.69 792,869.00

II. EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 14 196,310.15 196,310.15

(b) Other Equity 15 263,035.37 229,156.72

459,345.52 425,466.87
Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings 16 117,867.16 -

(i) Lease liabilities 41 - 11,316.59

(b) Provisions 17 44,689.15 37,942.30

162,556.31 49,258.89
Current liabilities

(a) Financial liabilities

(i) Borrowings 18 181,898.36 141,899.72
(ii) Lease liabilities 41 1,174.16 13,004.90
(iii) Trade payables 19

a) Total outstanding dues of micro enterprises and small 1,687.65 703.41

enterprises
b) Total outstanding dues of creditors other than micro 15,990.77 15,376.59
enterprises and small enterprises

(iv) Other financial liabilities 20 36,121.62 26,946.87

(b) Other current liabilities 21 54,696.25 108,032.46

(c) Provisions 22 6,668.05 6,128.19
(d) Current tax liabilities (net) 23 - 6,051.10

298,236.86 318,143.24

TOTAL EQUITY AND LIABILITIES 920,138.69 792,869.00

Significant accounting policies 2

The accompanying notes are an integral part of the financial statements.

As per our Report of even date attached

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

152
Cambridge Technology Enterprises Limited
Statement of Profit and Loss for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

For the year ended For the year ended

Note
31 March 2023 31 March 2022

Income
I. Revenue from operations 24 630,607.84 464,787.90
II. Other income 25 23,530.07 9,878.02

III. Total Income 654,137.91 474,665.92

IV. Expenses

Purchase of software licenses 50,499.65 27,803.42

Subcontracting expenses 60,695.56 11,969.38
Employee benefits expense 26 416,077.01 337,739.36
Finance costs 27 12,228.22 5,569.00
Depreciation and amortisation expense 28 16,581.11 16,236.16
Other expenses 29 48,452.54 37,788.15

Total expenses 604,534.08 437,105.46

V. Profit before tax (III-IV) 49,603.83 37,560.45

VI. Tax expenses

- Current tax 13,193.96 19,953.01

- Deferred tax 828.03 (2,974.46)

VII. Profit for the year 35,581.84 20,581.88

VIII. Other comprehensive income

Items that will not be reclassified to profit and loss

a) Remeasurement of defined benefit plans (2,240.55) 2,010.72

b) Income tax relating to item (a) above 623.32 (559.38)

Other comprehensive income (net of tax) (1,617.23) 1,451.34

IX. Total comprehensive income for the year 33,964.61 22,033.23

X. Earnings per equity share (Face value of each ₹ 10) ###

- Basic 1.81 1.05

- Diluted 1.81 1.05

Significant accounting policies 2

The accompanying notes are an integral part of the financial statements.

As per our Report of even date attached

For B R A N D & Associates LLP For and on behalf of the Board
Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

153
 Cambridge Technology Enterprises Limited
Standalone statement of changes in equity for the year ended 31 March, 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
a. Equity share capital

Particulars Note Amount

Balance as at 01 April, 2021 14 196,310.15
Changes in equity share capital during the year -
Balance as at 31 March, 2022 196,310.15
Changes in equity share capital during the year -
Balance as at 31 March, 2023 196,310.15

b. Other equity
Reserves and surplus Other Comprahensive Income
Particulars Note Capital reserve Share options Retained Other items of other Total
outstanding reserve earnings Comprehensive income (Not
classified to P&L)
Balance as at 1 April, 2021 15 499.00 5,050.64 180,980.89 (6,065.75) 180,464.77

Profit for the year - - 20,581.90 - 20,581.90

Other comprehensive income - - - 1,451.34 1,451.34
Add; Warrants issued forfeited 26,811.43 - - - 26,811.43
Recognition of share based payments - (548.92) 396.21
- (152.71)
Balance as at 31 March, 2022 (4,614.41)
27,310.43 4,501.72 201,959.00 229,156.72
Profit for the year - - 35,581.84 - 35,581.84
Other comprehensive income - - - (1,617.23) (1,617.23)
Add; Warrants issued forfeited - - - - -

Recognition of share based payments - (308.98) 223.02 - (85.96)

Balance as at 31 March, 2023
27,310.43 4,192.74 237,763.85 (6,231.66) 263,035.37
The accompanying notes are an integral part of the financial statements.

As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board

Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

154
Cambridge Technology Enterprises Limited
Cash flow statement for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
For the year ended For the year ended
31 March 2023 31 March 2022
Cash flows from operating activities
Profit before tax 49,603.83 37,560.45
Adjustments for:
Depreciation and amortisation expense 16,581.11 16,236.16
(Gain)/Loss on disposal of property, plant and equipment 725.77 275.34
Provision for doubtful debts 921.27 276.00
Liabilities no longer required written back (445.67) (725.02)
Bad debts written off 655.99 218.26
Finance costs 11,593.66 2,499.20
Interest income on rent deposit (220.38) (277.26)
Unwinding of interest costs 634.56 3,069.80
Reversal of Interest on Termination of leases (3,750.45) -

Operating cash flow before working capital changes 76,299.69 59,132.93

(Increase) / Decrease in trade receivables (1,116.30) 2,075.59

(Increase) / Decrease in other financial assets other than trade receivables (64,269.44) (125,650.15)
(Increase) / Decrease in other assets (2,020.19) 1,891.80
Increase / (Decrease) in trade payables 1,598.42 6,589.25
Increase / (Decrease) in other financial liabilities 9,174.75 2,670.93
Increase / (Decrease) in provisions 7,286.72 7,458.02
Increase / (Decrease) in other liabilities (72,581.28) 100,047.77
Cash generated from operations (45,627.64) 54,216.14

Income taxes paid (net) (6,500.00) (6,000.00)

Net cash used in/ provided by operating activities (52,127.64) 48,216.14

Cash flows from investing activities

Purchase of property,plant and equipment (tangible and intangible (28,238.86) (189,604.81)
assets), capital work-in-progress and capital advances

Proceeds from sale of property,plant and equipment 85.25 134.00

Investments made during the year (700.00) -
Proceeds from investments - 86,021.66

Net cash used in investing activities (28,853.61) (103,449.15)

Cash flows from financing activities

Intercorporate loan paid/received (62,050.04) -
Proceeds from borrowings 157,865.80 24,763.72

Payment of lease liabilities (3,565.20) (14,589.98)

Interest paid (11,593.66) (2,499.20)
Net cash provided by/ used in financing activities 80,656.91 7,674.54

Net Increase/(Decrease) in cash and cash equivalents (324.34) (47,558.47)

Cash and cash equivalents at the beginning of the year
4,935.51 52,493.98
Cash and cash equivalents at the end of the year 4,611.17 4,935.51

Cash flow statement has been prepared under the indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act, 2013

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board

Chartered Accountants
Firm Registration Number: 012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

155
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
1 Company overview
Cambridge Technology Enterprises Limited (CTE), “the Company” is a public limited company incorporated in India having its resgistered office at Hyderabad, Telangana, India.
The Company is an information technology services provider dedicated to serving the midsize market enterprises and the midsize units of Global 2000 enterprises across the
spectrum of business industries. The Company was incorporated on January 28, 1999 in Hyderabad, Telangana, India.
The financial statements were authorised for issue in accordance with a resolution of the Board of Directors dated 26 May, 2023.

2 Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been consistently applied to all the years
presented, unless otherwise stated.
a) Statement of Compliance:
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as
amended from time to time, the relevant provisions of the Companies Act, 2013 ('the Act') and guidelines issued by the Securities and Exchange Board of India (SEBI), as
applicable. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use.
b) Basis of preparation:
The financial statements have been prepared under the historical cost convention with the exception of certain assets and liabilities that are required to be carried at fair values by
Ind AS. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

c) Revenue recognition
i) Income from Software services
Revenue for fixed-price contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the
contracts which is used to determine degree of completion of the performance obligation.
• Revenue from fixed price development contracts is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc.
• Revenue related to fixed price maintenance and support services contracts where the group is standing ready to provide services is recognised based on time elapsed mode.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is
pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

ii) Income from Software Products

Revenue from the sale of user licenses for software applications is recognized on transfer of the title in the user license, except in case of multiple element contracts requiring
significant implementation services, where revenue is recognized as per the percentage of completion method.

iii) Other income

Interest is recognized using the time-proportion method, based on rates implicit in the transaction.
d) Borrowing Costs
Borrowing costs include interest, amortization of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an
adjustment to the interest cost. Borrowing costs, allocated to and utilized for qualifying assets, pertaining to the period from commencement of activities relating to construction
/ development of the qualifying asset upto the date of capitalization of such asset are included in the cost of the assets. Capitalization of borrowing costs is suspended and
charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for
capitalization.
Other borrowings costs are expensed in the period in which they are incurred.

e) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the reporting period in which the
employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii long-term employee benefit obligations
The liabilities for earned leave is not expected to be settled wholly within 12 months after the end of the reporting period in which the employees render the related service. They
are therefore measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the
projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related
obligations. Remeasurements as a result of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss.
The obligations are presented as current liabilities in the balance sheet based on the acturarial valuation report.

(iii) Gratuity obligations

The liability or assets recognized in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting
period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in
employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur along with tax
impacts, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Changes in the present
value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss /OCI.

156
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
iv) Defined contribution plans
The company pays provident fund contributions to publicly administered funds as per EPF acts/rules. The Company has no further payment obligations once the contributions
have been paid, the contributions are accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when they are due.

(v) Employee Share-based payments

Stock Options are granted to eligible employees in accordance with the CTE Employee Stock Option Schemes (“CTE ESOS”), as may be decided by the Nomination &
Compensation Committee. Eligible employees for this purpose include employees of the Company including Directors.
Equity- settled share-based payments to employees are measured at the fair value of the employee stock options at the grant date. The fair value determined at the grant date
of the equity-settled share-based payments is amortised over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the
revision of the original estimates, if any, is recognised in the Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding
adjustment to the equity-settled employee benefits reserve.
f) Income Taxes
Tax expense for the year comprises current and deferred tax.
Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income-tax Act,
1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in
a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax relating to items recognized directly in equity or other comprehensive income is recognised in equity or other comprehensive income and not in the Statement of Profit and
Loss.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the
same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

g) Property, plant and equipment:

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as separate asset is
derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain
or loss arising on the disposal or retirement of an item of property, plant and equipement is determined as the difference between the sales proceeds and the carrying amount of
the asset and is recognised in profit or loss.
Lease Hold improvements are stated at original cost including taxes, freight and other incidental expenses related to acquisition/installation and after adjustment of input taxes
less accumulated depreciation in accordance with Lease hold period.
h) Expenditure during construction period:
Expenditure during construction period (including finance cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-
Progress and the same is allocated to the respective PPE on the completion of their construction. Advances given towards acquisition or construction of PPE outstanding at each
reporting date are disclosed as Capital Advances under "Long term loans and advances".
i) Depreciation
Depreciation on tangible assets is provided on the written down value method and at the useful life and in the manner specified in Schedule II of the Companies Act, 2013. For
assets acquired or disposed off during the period, depreciation is provided on prorata basis.
Individual assets acquired for less than Rs.5,000/-are entirely depreciated in the year of acquisition.
Leasehold improvements are depreciated over the the remaining primary period of lease.
j) Intangible Assets and Amortization:
Intangible assets are recorded at consideration paid for acquisition and other direct costs that can be directly attributed, or allocated on a reasonable and consistent basis, to
creating, producing and making the asset ready for its intended use.
The amortized period and amortization method are reviewed at each financial year end.
Software used in development for projects are amortized over the license period or estimated useful life of two years, whichever is lower.

k) Impairment of Assets:
Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less
cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other
assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the
assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates
used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the
carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

l) Provisions, Contingent Liabilities & Contingent Assets:

The Company recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate
can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determiend by discounting the expected future cash flows to net
present value using an approporiate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the
liability. Unwinding of the discount is recognised in the Statment of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect
the current best estimate.
A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot
be made, is disclosed as a contingent liability. Contingent Liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which willl be
confirmed only by the occurrence or non-occurence of one or more uncertain future events not wholly within the control of the Company.
Contingent assets are not recognized in financial statements since this may result in the recognition of income that may never be realised.

157
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
m) Investments in Subsidiary Company:
Investments in subsidiary companies are measured at cost less impairment

n) Financial instruments:
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss
are recognised immediately in profit or loss.
Financial assets
(i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. Further, in case where the company has made an irrevocable selection based on its business model, for its investments which
are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.
(iii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iv) The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance
for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at
an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The
amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognized as
an impairment gain or loss in statement of profit or loss.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the
proceeds received, net of direct issue costs.
Financial Liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method
where the time value of money is significant.
Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate
method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the
statement of profit and loss.
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer
qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company's balance sheet when the obligation specified in
the contract is discharged or cancelled or expires.
Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each
reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of
assessing fair value result in general approximation of value, and such value may or may not be realized.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there
is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

o) Earnings Per Share :

The basic earnings per share is computed by dividing the profit/(loss) for the year attributable to the equity shareholders by the weighted average number of equity shares
outstanding during the year. For the purpose of calculating diluted earnings per share, profit/(loss) for the year attributable to the equity shareholders and the weighted average
number of the equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
p) Cash and cash equivalents:
Cash and cash equivalents include cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less),
highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
q) Transactions in foreign currencies:
The financial statements of the Company are presented in Indian rupees (₹`), which is the functional currency of the Company and the presentation currency for the financial
statements.
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.
Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at year end exchange rates.
Exchange differences arising on settlement of transactions and translation of monetary items are recognised as income or expense in the year in which they arise.

r) Segment Reporting - Identification of Segments:

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are
regularly reviewed by the company’s chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as
defined in Ind AS 108, the chief operating decision maker evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators
by business segments and geographic segments.

158
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
s) Derivatives:
The Company enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are accounted at fair value through profit or loss and are
included in profit and loss account.
t) Leases:
The Company determines whether an arrangement contains a lease by assessing whether the fulfilment of a transaction is dependent on the use of a specific asset and whether
the transaction conveys the right to use that asset to the Company in return for payment. Where this occurs, the arrangement is deemed to include a lease and is accounted for
either as finance or operating lease.
As lessee
Leases of property, plant and equipment where the Company, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases
are capitalized at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations,
net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under
operating leases are charged to Statement of profit and loss on a straight line basis over the period of the lease unless the payments are structured to increase in line with
expected general inflation to compensate for the lessor's expected inflationary cost increases.
With effective from 1 April 2019:
As a lessee:
The Company assess whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the company assesses
whether:
(1) The Contract involves the use of an identified asset;
(2) The Company has substantially all the economic benefits from use of the asset through the period of the lease and
(3) The Company has the right to direct the use of the asset.
The Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve
months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a
straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and
lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the
commencement date of the lease plus any initial direct costs less any lease incentives.
They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the balance lease term of the underlying asset. Right of use assets are evaluated
for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the
lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are re-measured with a corresponding
adjustment to the related right of use asset if the company changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset shall be separately presented in the Balance Sheet and lease payments shall be classified as financing cash flows.
As Lessor:
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership
to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease
by reference to the right-of-use asset arising from the head lease
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease
u) Dividend Distribution:
Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are approved by the Board of Directors, or in respect of the final dividend
when approved by shareholders.

v) Rounding off amounts:

All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousands as per the requirement of Schedule III, unless otherwise stated.

w) Standards issued but not yet effective:

There is no such notification which would have been applicable from April 1, 2022.
x) Operating Cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents. Accordingly, the Company has ascertained its
operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

3 Use of estimates and critical accounting judgements:

In preparation of the financial statements, the Company makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily
apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised
and future periods affected.

Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property, plant and equipment and intangible assets, impairment
of property, plant and equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and
contingencies.

159
 Cambridge Technology Enterprises Limited
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

4.1(a). Property, plant and equipment

Particulars Gross carrying amount Accumulated depreciation Net block

As at Additions Deletions As at As at for the period On disposals As at As at

1 April 2022 31 March 2023 1 April 2022 31 March 2023 31 March 2023

Buildings - 180,988.74 180,988.74 - 4,283.36 4,283.36 176,705.38

Office Interiors - 9,913.48 9,913.48 - 513.25 513.25 9,400.22
Plant and equipment 0.00 5,175.33 - 5,175.33 (0.0) 187.38 - 187.38 4,987.94
Electrical fittings 995.34 3,757.10 24.61 4,727.82 755.30 255.55 20.33 990.51 3,737.31
Furniture and fixtures 1,099.92 5,783.24 173.82 6,709.34 667.24 417.90 157.43 927.71 5,781.64
Computers 12,096.00 7,480.38 1,794.99 17,781.39 6,080.95 6,587.40 1,662.64 11,005.71 6,775.67
Server and networking equipment 492.71 1,591.97 - 2,084.68 436.54 128.13 - 564.67 1,520.01
Office equipment 1,800.11 1,843.19 180.04 3,463.26 1,561.27 256.44 163.95 1,653.76 1,809.50
Leasehold improvements 4,735.41 - 4,255.89 479.52 4,063.44 14.38 3,625.04 452.78 26.74

Total (a) 21,219.49 216,533.41 6,429.35 231,323.56 13,564.73 12,643.81 5,629.39 20,579.14 210,744.56

4.1(b). Property, plant and equipment

Particulars Gross carrying amount Accumulated depreciation Net block

As at Additions Deletions As at As at for the period On disposals As at As at

1 April 2021 31 March 2022 1 April 2021 31 March 2022 31 March 2022

Buildings - - - - - - - - -
Plant and equipment 371.99 - 371.99 0.00 243.52 11.13 254.65 (0.00) 0.01
Electrical fittings 995.34 - - 995.34 672.90 82.40 - 755.30 240.04
Furniture and fixtures 1,270.70 7.47 178.25 1,099.92 585.44 160.14 78.34 667.24 432.68
Computers 4,604.67 8,288.77 797.44 12,096.00 3,446.95 3,262.18 628.18 6,080.95 6,015.05
Server and networking equipment 492.71 - - 492.71 429.05 7.49 - 436.54 56.17
Office equipment 1,914.98 117.97 232.83 1,800.11 1,618.71 160.18 217.62 1,561.27 238.84
Leasehold improvements 4,735.41 - - 4,735.41 3,977.99 85.45 4,063.44 671.97

Total (b) 14,385.80 8,414.20 1,580.51 21,219.49 10,974.55 3,768.96 1,178.79 13,564.73 7,654.76

160
 Cambridge Technology Enterprises Limited
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
4.2(a). Other intangible assets

Particulars Gross carrying amount Accumulated amortization Net block

As at Additions Deletions As at As at for the period On disposals As at As at

1 April 2022 31 March 2023 1 April 2022 31 March 2023 31 March 2023

Computer software 16,013.85 1,310.25 - 17,324.10 16,013.85 577.79 - 16,591.64 732.47

-

Total (a) 16,013.85 1,310.25 - 17,324.10 16,013.85 577.79 - 16,591.64 732.47

4.2(b). Other intangible assets

Particulars Gross carrying amount Accumulated amortization Net block

As at Additions Deletions As at As at for the period On disposals As at As at

1 April 2021 31 March 2022 1 April 2021 31 March 2022 31 March 2022

Computer software 16,013.85 - - 16,013.85 15,329.17 684.68 - 16,013.85 (0.00)

Total (b) 16,013.85 - - 16,013.85 15,329.17 684.68 - 16,013.85 (0.00)

161
Cambridge Technology Enterprises Limited
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
Capital Work-in-Progress (CWIP) As on March 31, 2023

4.3 (a) CWIP AGEING SCHEDULE

CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress - - - - -
Projects temporarily suspended - - - - -

4.3 (b) CWIP Completion Schedule

To be completed in Total
CWIP Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Buidings - - - - -
- - - -

Capital Work-in-Progress (CWIP) As on March 31, 2022

4.3 (c) CWIP AGEING SCHEDULE

CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Projects in progress 181,190.61 - - - 181,190.61
Projects temporarily suspended - - - - -

The following table shall be given for CWIP whose completion is overdue or has exceeded its cost compared to its original plan
4.3 (d) CWIP Completion Schedule
CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 Years 2-3 Years More Than 3 Years
Buildings 181,190.61 - - - 181,190.61
- - - - -

162
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
As at As at
31 March 2023 31 March 2022
5.1 Investments
(valued at cost, unless otherwise stated),Unquoted
a) Subsidiary companies
(i) Cambridge Technology Inc., USA 153,496.63 153,496.63
(23,59,082 equity shares of US$ 1 each, fully paid up)
(31 March, 2022 : 23,59,082 equity shares of US$ 1 each, fully paid up)
(ii) Cambridge Technology Investments Pte Ltd., Singapore 4,809.00 4,809.00
(1,00,000 equity shares of SGD 1 each, fully paid up)
(31 March, 2022 : 100000 equity shares of SGD 1 each, fully paid up)
(19,83,700 equity shares of SGD 1 each partially disinvested during the year)
[(Cost - Rs. 10.02 crores, 31 March,2022 - Rs. 0.4809 crores)

(iii) CTE Web App Private Limited 100.00 -

(10,000 equity shares of INR 10 each, fully paid up)
(31 March, 2023 : 10000 equity shares of INR 10 each, fully paid up)
(31 March, 2022 : Nil)
(iii) FA Software Services Private Limited 600.00 -
(8,000 equity shares of INR 10 each, fully paid up)
(31 March, 2023 : 8000 equity shares of INR 10 each, fully paid up)
(31 March, 2022 : Nil)
b) Other entities - Fair value through profit and loss (FVTPL)
Preference shares (unquoted)

(i) AntHill Startups Advisory Pvt Ltd., India - -

(31 March 2023: 250 compulsory convertible preference shares of Rs. 10 each
fully written off during the year).
(31 March, 2022 : 250 compulsory convertible preference shares of Rs.10 each, fully paid up )
[(Cost - Rs. Nil, 31 March, 2022 - Rs. 15 lakhs) Fully Impaired
159,005.63 158,305.63

Aggregate amount of unquoted investments 159,005.63 158,305.63

Aggregate provision for diminution in value of investments - 1,500.00

During the previous year, the company initiated repatriation (partial disinvestment) of its direct investment in Cambridge Technology Investments Pte.
Ltd., (“CTIPL”), Singapore, wholly owned subsidiary by way of reduction of its share capital upto 1983700 ordinary shares and as the same is receivable
from CTIPL as on the date of previous Balance sheet and the same is shown as "Dues recoverable from subsidiary" company under current financial
assets and the same is fully received during the year.
During the year, the company has fully written off the Investment made with AntHill Startups Advisory Pvt Ltd, India for Rs.1500000

During the year, the company has incorported a wholly owned Indian subsidiary M/s CT Web App Private Limited with an initial investment made on
equity shares of 10000 each @ Rs.10

During the year, the company has acquired an 8000 shares of face value 10 each Indian subsidiary FA Software Services Private Limited with an initial
investment of Rs. 6 lakhs.

5.2 Other financial assets (non-current)

Unquoted, considered good
(a) Rental deposits 6,356.66 6,237.00
(b) Fixed deposits with banks 7,753.62 17,650.30

14,110.27 23,887.30

Fixed deposits with banks include Deposits against Bank Guarantees - Rs. 7527.55 thousands (2022 - Rs. 7265.57 thousands), Deposits with Customs
Dept. - Rs. 226.07 thousands (2022 - Rs. 349.42 thousands), Free hold bank fixed deposits Rs.Nil thousands (2022 Rs. 10035.30 thousands)

6 Other non-current assets

Amount paid under protest - service tax 2,500.00 2,500.00
Building Corpus Fund 1,294.05 -
Deposits with others 232.30 382.30
Employee advances 142.01 170.00
Advance tax 73,750.76 59,217.39
Less: Provision for tax (71,235.38) (51,282.37)

6,683.74 10,987.32
7 Deferred tax assets
On acount of -
Depreciation and amortisation 443.22 1,778.08
Expenses allowable on payment basis 16,551.95 15,507.76

16,995.17 17,285.84

Movement in deferred tax assets (net)

Depreciation and amortisation Expenses allowable on Total
Particulars
payment basis
As at 31 March, 2022 1,778.08 15,507.76 17,285.84
Movement during the year (1,334.84) 1,044.20 (290.65)
As at 31 March, 2023 443.22 16,551.95 16,995.17

163
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
8 Trade receivables

- Unsecured, considered good 19,416.27 17,378.70

- Unsecured, considered doubtful 1,702.96 781.69
21,119.23 18,160.39
Less: Allowance for bad and doubtful debts 1,702.96 781.69
19,416.27 17,378.70

Trade receivables ageing schedule as at 31st March 2023

Outstanding for following periods from due date payment
Particulars More than
Less than one year 1-2 years 2-3 years TOTAL
3 years
i. Undisputed trade receivables - considered good 18,778.78 637.49 - - 19,416.27

ii.Undisputed trade receivables - considered doubtful - 1,237.03 329.29 136.65 1,702.96

iii.Disputed trade receivables - considered good - - - - -
iv.Disputed trade receivables - considered doubtful - - - - -
TOTAL 18,778.78 1,874.51 329.29 136.65 21,119.23

Trade receivables ageing schedule as at 31st March 2022

Outstanding for following periods from due date payment
Particulars More than
Less than one year 1-2 years 2-3 years TOTAL
3 years
i. Undisputed trade receivables - considered good 16,663.57 500.10 215.03 - 17,378.70
ii.Undisputed trade receivables - considered doubtful - 19.05 739.23 23.41 781.69
iii.Disputed trade receivables - considered good - - - - -
iv.Disputed trade receivables - considered doubtful - - - - -
TOTAL 16,663.57 519.15 954.26 23.41 18,160.39

9 Cash and cash equivalents

- Balances with banks
- Current accounts 665.08 4,838.01
- EEFC accounts 3,946.09 75.24
- Cash on hand - 22.26

4,611.17 4,935.51

EEFC accounts which represents EEFC account with HDFC Bank with bank balance of USD 47,994.24 as at the end of the year which is restated @
clsoing rate of I USD in INR 82.22. (Previous year EEFC Account with HDFC Bank balance in USD 992.50 restated @ closing rate 75.81

10 Other Bank balances

Fixed Deposits with Banks 264,176.62 225,378.80

Fixed Deposits with Others 120,000.00 -

384,176.62 225,378.80
Fixed Deposits with banks include Deposits against Bank Guarantees - Rs.1563.08 thousands (2022 - Rs. 3978.80 thousands), Deposits against
borrowings - Rs. 262613.54 thousands (2022 - Rs. 213400 thousands), Free hold bank fixed deposits below meturity of 12 months Rs. Nil thousands
(2022- Rs. 8000 thousands)
Fixed Deposits with others includes free hold deposits - Rs.120000.00 thousands (2022 - Rs. Nil thousands).

11 Loans and advances (current)

(Unsecured, considered good)

Advance to related parties 62,050.04 -

Employee advances 975.70 1,141.43

63,025.73 1,141.43

i) Disclosure of Loans and advances given to subsidiaries as per Regulation 34 (3) and 53 (f) of the SEBI (Listing obligation and disclosure
requirements) Regulations, 2015 :
Amount outstanding Maximum Balance Outstanding during the year ended
Name of the subsidiary
As at 31
As at 31 March 2023 As at 31 March 2023 As at 31 March 2022
March 2022
Cambridge Technology Inc. - - - 691.54
FA Software Services Private Limited 62,050.04 - 62,050.04 -

The Company has not advanced or loaned or invested funds to any other person or entity other than those disclosed in the financial statements,
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

164
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
12 Other financial assets (current)
Accrued interest on fixed deposits 7,939.05 2,704.35
Rental deposits 1,610.27 3,181.07
Other Deposits 822.74 187.74
Dues recoverable from subsidiary company - 95,329.88

10,372.06 101,403.03

Note: During the previous year, the company initiated repatriation (partial disinvestment) of its direct investment in Cambridge Technology Investments
Pte. Ltd., (“CTIPL”), Singapore, wholly owned subsidiary by way of reduction of its share capital upto 1983700 ordinary shares and as the same is
receivable from CTIPL as on the date of previous Balance sheet and the same is shown as "Dues recoverable from subsidiary" company under current
financial assets and the same is fully received during the year.

13 Other current assets

Prepaid expenses 9,155.89 6,480.00
Input taxes receivable 6,280.57 4,438.06
Advances to vendors 2,006.57 35.46

17,443.04 10,953.53

14 Equity share capital

Authorised
3,00,00,000 (2021-22: 3,00,00,000) equity shares of Rs. 10 each 300,000.00 300,000.00

Issued, subscribed and paid-up capital

1,96,31,015 (2021-22: 1,96,31,015) equity shares of Rs. 10 each, fully paid-up 196,310.15 196,310.15

196,310.15 196,310.15
Notes:
a) Reconciliation of equity shares outstanding at the beginning and at the end of the year:
As at 31 March 2023 As at 31 March 2022
Particulars Number of shares Amount Number of shares Amount

At the beginning of the year 19,631,015 196,310.15 19,631,015 196,310.15

Movement during the year - - - -
Outstanding at the end of the year 19,631,015 196,310.15 19,631,015 196,310.15
b) The details of shareholders holding more than 5% of the total number of equity shares:
As at 31 March 2023 As at 31 March 2022
Name of the shareholder % holding Number of % holding Number
shares of shares
Cloud computing LLC 46.91% 9,209,693 46.91% 9,209,693
SmartShift AG 10.22% 2,006,100 10.22% 2,006,100

c.(a) Promoter's Shareholding for the year ended March 31, 2023
Shares held by promoters at the end of the year % Change During the Year

Name of the Promotor No.Of Shares* %Of Total Shares**

Cloud computing LLC 9,209,693 46.91% Nil
Total 9,209,693

c.(b) Promoter's Shareholding for the year ended March 31,2022

Shares held by promoters at the end of the year % Change During the Year

Name of the Promotor No.Of Shares* %Of Total Shares**

Cloud computing LLC 9,209,693 46.91% Nil
Total 9,209,693

d) Rights, preferences and restrictions attached to the equity shares:

The Company has single class of equity shares having par value of Rs. 10 per share. Accordingly, all equity shares rank equally with regard to dividends
and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. In the event of liquidation of
the Company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential
amounts in proportion to the number of equity shares held.

165
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
15 Other equity
Capital reserve 27,310.43 27,310.43
Share options outstanding reserve 4,192.74 4,501.72
Retained earnings 231,532.20 197,344.58

263,035.37 229,156.72
i) Capital reserve
As at As at 31 March 2022
Particulars 31 March 2023
At the beginning of the year 27,310.43 499.00
Additions: Share warrants forfeited - 26,811.43
Deletions:
Outstanding at the end of the year 27,310.43 27,310.43

ii) Share options outstanding reserve

As at As at 31 March 2022
Particulars
31 March 2023
At the beginning of the year 4,501.72 5,050.64
Movement during the year (308.98) (548.92)
Outstanding at the end of the year 4,192.74 4,501.72

iii) Retained earnings

As at As at 31 March 2022
Particulars
31 March 2023
At the beginning of the year 197,344.58 174,915.13
Profit for the year 35,581.84 20,581.90
Employee stock option income recognised,net of tax 223.02 396.21
Items of other comprehensive income recognised in retained earnings
Remeasurement of defined employee benefit plans, net of tax (1,617.23) 1,451.34
Outstanding at the end of the year 231,532.20 197,344.58

iv) Share Warrants

- As at 31 March 2022
Particulars

At the beginning of the year - 26,811.43

Add: On account of issue of share warrants - -
Less: On account of Exercised the warrants during the year - -
Less: On account of Forfeiture of Share warrants during the year - 26,811.43
Outstanding at the end of the year - -

Nature and purpose of reserves

(i) Capital reserve

This reserve was created at the time of buy back of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013 and
also includes share warrants forfeited amount

(ii) Share options outstanding reserve

This reserve relates to stock options granted by the Company to employees under the CTEL ESOP Schemes. The balance will be transferred to
securities premium or retained earnings on exercise or cancellation of vested options.
(iii) Retained earnings
This reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit obligations. This reserve will be utilized
in accordance with the provisions of the Companies Act, 2013.

16 Borrowings (non-current)

a) Secured loans
- Term loans from banks 117,867.16 -
117,867.16 -

i) Terms of repayment and securities of secured loans

Term loan - I in Foreign currency FCNR from HDFC Bank Limited amounting to Rs.96006.77 thousands (Previous year: Rs. Nil thousands) disclosed
under long-term borrowings. The loan in FCNR $.1708802 was availed against reimbursement of the acquisition cost of the Building incurred by the
company and the loan will be repayable in 60 equal installments commencing from September 2022. The loan is secured by Corporate Office Buidling
as first and exclusive charge. The loan carries interest rate of 2.50% + SOPHR p.a. The company has repaid 7 installments out of 60 installments as on
the balance sheet date.
Term loan - II in Foreign currency FCNR from HDFC Bank Limited amounting to Rs.21860.39 thousands (Previous year: Rs. Nil thousands) disclosed
under long-term borrowings. The loan in FCNR $.356664 was availed against reimbursement of the Interior cost of the Building incurred by the
company and the loan will be repayable in 55 equal installments commencing from February 2023. The loan is secured by Corporate Office Buidling as
first and exclusive charge. The loan carries interest rate of 2.50% + SOPHR p.a. The company has repaid 1 installment out of 55 installments as on the
balance sheet date.

166
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
17 Provisions (non-current)
Provision for employee benefits
- Provision for gratuity 33,341.83 27,046.19
- Provision for compensated absences 11,347.33 10,896.11

44,689.15 37,942.30

18 Borrowings (current)

a) Secured loans
- Packing Credit /Working capital demand loans from banks 147,400.66 141,899.72
- Current maturities of long-term debt 34,497.70 -

181,898.36 141,899.72

i) 'Terms of working capital loan from bank, terms of interest and nature of security:

Packing Credit loan /working Capital Demand loans from HDFC Bank amounting to Rs.147400.66 thousands equivalent USD 15,09,441.79 (Previous year:
Rs. 141899.72 thousands)
Current meturities of Long term debt in FCNR for Term Loan I amounting to Rs. 28099.54 thousands equivalent USD 341760.36 (Previous year: Nil )
disclosed under current borrowings.
Current meturities of Long term debt in FCNR for Term Loan II amounting to Rs. 6398.16 thousands equivalent USD 77817.60 (Previous year: Nil )
disclosed under current borrowings.
The above figures are restated as at 31st March 2023 @ clsoing rate of I USD in INR 82.22

ii) Net debt reconciliation

As at As at 31 March 2022
Particulars 31 March 2023
Opening balance of borrowings 141,899.72 117,136.00
Add: Proceeds/ (repayment) from borrowings (net) 117,867.16 -
Add: Proceeds/ (repayment) from current borrowings (net) 39,998.64 24,763.72
Fair value of adjustment - -
Closing balance of borrowings 299,765.52 141,899.72

19 Trade payables
Micro and small enterprises 1,687.65 703.41
Others 11,929.62 11,315.44
Disputed dues - MSME - -
Disputed dues - Others 4,061.15 4,061.15

17,678.42 16,080.00
Trade payables ageing schedule as at 31 st March 2023
Outstanding for following periods from due date payment
Particulars More than
Less than one year 1-2 years 2-3 years TOTAL
3 years
i. MSME 1,687.65 - - - 1,687.65
ii. Others 11,408.16 521.46 - - 11,929.62
iii.Disputed dues - MSME - - - - -
iv.Disputed dues - Others - - - 4,061.15 4,061.15
TOTAL 13,095.81 521.46 - 4,061.15 17,678.42

Trade payables ageing schedule as at 31st March 2022

Outstanding for following periods from due date payment
Particulars More than
Less than one year 1-2 years 2-3 years TOTAL
3 years
i. MSME 703.41 - - - 703.41
ii. Others 11,315.44 - - - 11,315.44
iii.Disputed dues - MSME - - - - -
iv.Disputed dues - Others - - - 4,061.15 4,061.15
TOTAL 12,018.85 - - 4,061.15 16,080.00

167
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under, to the extent the Company has received
intimation from the ‘Suppliers’ regarding their status under the Act.

As at As at 31 March 2022
Particulars
31 March 2023
(i) Principal amount and the interest due thereon remaining unpaid to each supplier at the end 1,687.65 703.41
of each accounting year
Principal amount due to micro and small enterprises 1,687.65 699.44
Interest due on above - 3.97
(ii) Interest paid by the Company in terms of Section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along-with the amount of the payment made to the
supplier beyond the appointed day during the period
- 3.97
(iii) Interest due and payable for the period of delay in making payment (which have - -
been paid but beyond the appointed day during the period) but without adding
interest specified under the Micro, Small and Medium Enterprises Act, 2006

(iv) The amount of interest accrued and remaining unpaid at the end of each - 3.97
accounting year
(v) Interest remaining due and payable even in the succeeding years, until such date
when the interest dues as above are actually paid to the small enterprises for the purpose of
disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium - 3.97
Enterprises Development Act, 2006.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the
Management.
20 Other financial liabilities

Interest accrued but not due on borrowings 1,589.00 -

Employee payables 9,006.88 15,442.99
Accrued expenses 16,184.40 2,162.54
Other Provisions 9,341.35 9,341.35

36,121.62 26,946.87

21 Other current liabilities

Advance from customers 47,794.19 103,697.03

Statutory liabilities 6,902.06 4,335.43
-
54,696.25 108,032.46
22 Provisions (current)

Provision for employee benefits

- Provision for gratuity 3,626.68 3,498.26
- Provision for compensated absences 3,041.37 2,629.94

6,668.05 6,128.18

23 Current tax liabilities (net)

Provision for tax 13,193.96 19,953.01

Less: Advance tax (13,193.96) (10,218.19)
Less: Tax credits utilised - (3,683.72)

- 6,051.10

168
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
For the year ended For the year ended
31 March 2023 31 March 2022
24 Revenue from operations
Sale of Software services
- Export 512,988.50 389,789.44
- Domestic 60,982.01 41,840.07
Sale of Software Licenses 56,637.33 33,158.40

630,607.84 464,787.90

Disaggregate revenue information

The table below presents disaggregated revenues from contracts with customers for the year ended March 31, 2023 by offerings and contract-type.The
Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by
industry, market and other economic factors.
Particulars for the year ended March 31,2023 for the year ended March 31,2022
1. Revenue by types of goods or services
-Sale of software services 573,970.51 431,629.50

-Sale of software licenses 56,637.33 33,158.40

Total Sales 630,607.84 464,787.91

2. Revenue by Geographical locations

-India 117,619.34 74,998.46
-USA 510,213.89 388,229.95
-Malaysia - -
-others 2,774.61 1,559.48
Total Sales 630,607.84 464,787.90
3. Revenue by Market/Type of Customers
-Government entities - -
-Others 630,607.84 464,787.90
Total Sales 630,607.84 464,787.90
4. Revenue by Types of Contracts
-Fixed price development contracts 117,619.34 74,998.46
-Fixed price maintenance contracts 2,774.61 1,559.48
-Cost plus contracts 510,213.89 388,229.95
Total Sales 630,607.84 464,787.90

Software services
Cambridge Technology (CT) is a global technology company focused on AI as a Service (AIaaS) to transform organizations into AI-first leaders. AI is not a one-
size-fits-all solution. It needs incorporation of numerous aspects of technologies, platforms, and services tailored to meet the specific business needs.CT offers
solutions ranging from strategic workshops to AIaaS implementation and elements that are required to put all of these things together. CT’s offerings fit
together because of its understanding towards the entire lifecycle of a business.
CT’s offerings include, AI, Big Data and Cloud services, Application and Devop services, IAM and Infrastructure management services. The company is confident
of staying innovative amid the fastest pace of transformation with its strong focus on delivery and AI. It aims to consolidate innovation, skills and delivery for
best customer value.
Trade receivables and contract balances
The company classifies the right to consideration in exchange for deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue for fixed price development contracts contracts are recognized as
related service are performed. Revenue for fixed price maintenance contracts is recognized on the basis of time elapsed.
Revenue recognition for fixed price development contracts is based on percentage of completion method. Invoicing to the clients is based on milestones as
defined in the contract. This would result in the timing of revenue recognition being different from the timing of billing the customers.
Revenue recognition for fixed price maintenance contracts is based on utilisation of man power in a particular project during the period, which will be according
to master service agreement or purchase order or statement of work of respective projects.
Revenue recognition for cost plus contracts is based on cost incurred towards a particular project during the period by adding the profit margin, according to
master service agreement or purchase order or statement of work of respective projects.
Trade receivable are presented net of impairment in the Balance Sheet.
Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting
period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the
Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the
value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on fixed price maintenance contract basis and
in cases where the performance obligation is part of a contract that has an original expected duration of one year or less. Remaining performance obligation
estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations,
adjustment for revenue that has not materialized and adjustments for currency.

169
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
25 Other income
Interest income on deposits 18,359.26 8,447.05
Interest accrued on security deposits 220.38 277.26
Interest income on loan to subsidiary 754.31 -

Liabilities no longer required written back 445.67 725.02

Foreign exchange gain, (net) 0.00 -
Miscellaneous income - 428.69
Reversal of Interest on Termination of leases 3,750.45 -
23,530.07 9,878.02

Cost of Services

Purchase of Software licenses #VALUE!

50,499.65 27,803.42
Subcontract expenses 60,695.56 11,969.38

111,195.20 39,772.79

26 Employee benefits expense

Salaries, wages and bonus 378,420.12 303,212.48

Contribution to provident and other funds 8,966.56 7,277.37
Gratuity 8,626.09 7,220.77
Leave encashment 3,807.07 7,675.63
Staff welfare expenses 16,257.17 12,353.12
416,077.01 337,739.36

27 Finance costs
Interest on borrowings 11,593.66 2,499.20
Unwinding of interest cost 634.56 3,069.80

12,228.22 5,569.00

28 Depreciation and amortisation expense

Depreciation on property, plant and equipment 12,643.81 3,768.96

Amortisation of intangible assets 577.79 684.68
Amortisation on right-of-use assets 3,359.51 11,782.52

16,581.11 16,236.16

29 Other expenses

Subscriptions and membership fee 3,006.61 2,084.69

Power and fuel 954.55 983.14
Repairs and maintenance 105.06 40.64
Insurance 361.23 283.06
Rates and taxes 1,318.86 1,351.62
Rent 2,496.48 1,770.48
Lease/rent of computer equipment 2,044.09 1,099.35
Communication expenses 1,501.62 1,299.32
Office maintenance 4,784.68 3,439.50
Travel and conveyance
7,086.56 3,230.31
Professional fees 8,429.74 9,058.23
Payments to auditors (refer note 30) 1,000.00 1,040.00
Directors' sitting fee 870.00 855.00
Bad debts written off 655.99 218.26
Foreign exchange loss (net) 10,847.99 8,962.98
Net loss on disposal of property, plant and eqiupment 725.77 275.34
Provision for bad and doubtful debts 921.27 276.00
Miscellaneous expenses 1,342.04 1,520.21

48,452.54 37,788.17

170
Cambridge Technology Enterprises Limited
Notes to standalone financial statements
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

30 Payment to auditors

for the year ended March 31,2023 for the year ended March 31,2022
Particulars
-Statutory audit fee 500.00 500.00
-For other services (including fees for quarterly review) 500.00 540.00

Total 1,000.00 1,040.00

31 Reconciliation of tax expenses and the accounting profit multiplied by tax rate

for the year ended March 31,2023 for the year ended March 31,2022
Particulars
Profit before income tax expense 49,603.83 37,560.45
Tax at the Indian tax rate of 27.82% (2022: 27.82%) 13,799.78 10,449.32
Effect of non-deductible expense 8,504.60 19,179.85
Effect of allowances for tax purpose (9,110.42) (9,676.16)
Effect of earlier taxes - -
Effect of deferred tax 828.03 (2,974.46)
Income tax expense 14,021.99 16,978.56

171
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March, 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

32. Employee benefits

(i) Leave obligations
The leave obligation covers the Company's liability for earned leave which is unfunded.
(ii) Defined contribution plans
The Company has defined contribution plans namely Provident fund. Contributions are made to provident fund at the rate of 12% of basic salary as per
regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount
contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contributions plan is Nil
as the same is closed as the company for consistancy continuing to maintain the nonfund provisions based on the report from external acturial valuaer of the
company.

Particulars 31 March, 2023 31 March, 2022

Company’s Contribution to Provident Fund 8,966.56 7,275.71

(ii) Post- employment obligations

a) Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is
the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The
Company was closed the post retirement gratuity plan with HDFC Life Insurance operated earlier. The present value of obligation is determined based
on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation.

The following table sets out the amounts recognised in the financial statements in respect of gratuity plan
For the year ended 31 For the year ended 31
Particulars
March, 2023 March, 2022
Change in defined benefit obligations:
Obligation at the beginning of the year (unfunded) 30,544.45 28,528.32
Current service costs 6,547.17 5,142.20
Interest costs 2,078.92 2,100.80
Remeasurement (gains)/losses 2,240.56 (2,014.66)
Benefits paid (4,442.58) (3,212.22)

Obligation at the end of the year 36,968.51 30,544.45

Change in plan assets:

Fair value of plan assets at the beginning of the year (0.00) 917.01
Interest income - 22.49
Remeasurement gains/(losses) - (3.94)
Effects of change in business combination - (935.56)
Employer's contributions 4,442.58 3,212.22
Benefits paid (4,442.58) (3,212.22)
Fair value of plan assets at the end of the year (0.00) (0.00)

Expenses recognised in the statement of profit and loss consists of:

Employee benefits expense:
Current service costs 6,547.17 5,142.20
Net interest expenses 2,078.92 2,101.07
8,626.09 7,243.27
Other comprehensive income:
(Gain)/Loss on Plan assets
- 3.94
Actuarial (gain)/loss arising from changes in experience adjustments
2,240.56 (2,014.66)
2,240.56 (2,010.72)

Expenses recognised in the statement of profit and loss 8,626.09 7,220.77

Amounts recognised in the balance sheet consists of

Particulars As at 31 March, 2023 As at 31 March, 2022

Present value of obligation at the end of the year 36,968.51 30,544.45

Recognised as
Retirement benefit liability - Non-current 33,341.83 27,046.19
Retirement benefit liability - Current 3,626.68 3,498.26

172
Cambridge Technology Enterprises Limited
Notes to the standalone financial statements for the year ended 31 March, 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

32. Employee benefits

iv) Significant estimates and sensitivity Analysis
The sensitivity of the defined benefit obligation to changes in key assumptions is:

Defined benefit obligation

Key assumptions
Increase in Decrease in Increase in Decrease in
Particulars assumption by assumption by assumption by assumption by

31 March, 31 March, 31 March, 31 March,

Rate Rate 31 March, 2022 31 March, 2022
2023 2022 2023 2023
Discount rate 8% 7% 1% 3,366.90 (3,964.77) 1% 2,827.88 (3,337.63)
Salary growth rate 7% 7% 1% (3,137.52) 2,992.34 1% (2,774.56) 2,588.94
Attrition rate 7% 5% 1% (10.48) 10.53 1% (60.03) 82.80

The above sensitivity analysis is based on a change in each assumption while holding all other assumptions constant. In practice, this is unlikely to occur and
changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions,
the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.

v) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to
increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of
these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting
criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per
year as compared to a long service employee.

Note on “Code on Security, 2020”

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and
Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited
suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject
rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to
determine the financial impact are published

173
 Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
33. Financial instruments and risk management
Fair values
a) The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.
b) The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items
due to their short term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash
flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value
measurements, cost has been considered as the best estimate of fair value.
c) The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates, currency basis spreads between
the respective currencies and interest rate curves.
Set out below, is a comparision by class of the carrying amounts and fair value of the Company's financial instruments, other than those with carrying amounts that are
reasonable approximation of fair values:

(i) Categories of financial instruments

31 March, 2023 31 March, 2022

Particulars Level
Carrying amount Fair value* Carrying amount Fair value*
Financial assets
Measured at amortised cost
Non-current
Investments 2 159,005.63 159,005.63 158,305.63 158,305.63
Other financial assets 2 14,110.27 14,110.27 23,887.30 23,887.30
Current
Trade receivables 2 19,416.27 19,416.27 17,378.70 17,378.70
Cash and Cash Equivalents 2 4,611.17 4,611.17 4,935.51 4,935.51
Other bank balances 2 384,176.62 384,176.62 225,378.80 225,378.80
Loans 2 63,025.73 63,025.73 1,141.43 1,141.43
Other financial assets 2 10,372.06 10,372.06 101,403.03 101,403.03
Total 654,717.76 654,717.76 532,430.40 532,430.40
Financial liabilities
Measured at amortised cost
Non-current
Borrowings 2 117,867.16 117,867.16 - -
Lease liabilities 2 - - 11,316.59 11,316.59
Current
Borrowings 2 181,898.36 181,898.36 141,899.72 141,899.72
Lease liabilities 2 1,174.16 1,174.16 13,004.90 13,004.90
Trade Payables 2 17,678.42 17,678.42 16,080.00 16,080.00
Other Financial Liabilities 2 36,121.62 36,121.62 26,946.87 26,946.87
Total 354,739.71 354,739.71 209,248.06 209,248.06

*Fair value of instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable
market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included
in Level 2.
Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under
Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.
Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique.
Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have
realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the
amounts reported at each reporting date.

174
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
34. Financial risk management
The Company is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity risk and credit risk, which may adversely
impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects
on the financial performance of the Company.
(A) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of
currency risk, interest rate risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables involving
foreign currency exposure. The sensitivity analyses in the following sections relate to the position as at March 31, 2023 and March 31, 2022.

The analysis exclude the impact of movements in market variables on the carrying values of financial assets and liabilties .

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial
liabilities held at 31 March, 2023 and 31 March, 2022.

(i) Foreign currency exchange rate risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s
exposure to the risk of changes in foreign exchange rates relates primarily to the trade/other payables, trade/other receivables and derivative assets/liabilities. The risks
primarily relate to fluctuations in US Dollars against the functional currencies of the Company. The Company’s exposure to foreign currency changes for all other
currencies is not material. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.

The following tables demonstrate the sensitivity to a reasonably possible change in US dollar exchange rates, with all other variables held constant. The impact on the
Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

31 March, 2023 31 March, 2022

Particulars
USD USD
Foreign currency assets

Trade receivables 15.75 14.50

Other receivables - -
Exposure to foreign currency risk - assets 15.75 14.50
Foreign currency liabilities

Foreign currency term loan 3,645.90 1,871.78

Advance foreign currency receipts 573.37 1,362.23

4,219.27 3,234.01
Exposure to foreign currency risk - liabilities
Derivative liabilities

Net exposure to foreign currency risk (4,203.52) (3,219.51)

(ii) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and from foreign forward
exchange contracts:

Increase/(decrease) in Increase/(decrease) in other

Particulars profit before tax components of equity
31 March, 2023 31 March, 2022 31 March, 2023 31 March, 2022
Change in USD
1% increase (42.04) (32.20) (30.34) (23.24)
1% decrease 42.04 32.20 30.34 23.24

The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US Dollars where the functional currency of
the entity is a currency other than US Dollars.

175
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
(iii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company’s

exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. As the Company has certain debt

obligations with floating interest rates, exposure to the risk of changes in market interest rates are dependent of changes in market interest rates. Management monitors

the movement in interest rate and, wherever possible, reacts to material movements in such rates by restructuring its financing arrangement.

As the Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of changes in market interest rates.

The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:

Particulars 31 March, 2023 31 March, 2022

Variable rate borrowings 181,898.36 141,899.72

Fixed rate borrowings - -

Total 181,898.36 141,899.72

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other
variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/(decrease) in Increase/(decrease) in other

profit before tax components of equity
Particulars
31 March, 2023 31 March, 2022 31 March, 2023 31 March, 2022
Change in interest rate

increase by 100 basis points (1,818.98) (1,419.00) (1,312.94) (1,024.23)

decrease by 100 basis points 1,818.98 1,419.00 1,312.94 1,024.23

The assumed increase/decrease in interest rate for sensitivity analysis is based on the currently observable market environment

(B) Credit Risk

Financial assets of the Company include trade receivables, loans to wholly owned subsidiaries, employee advances, security deposits held with government authorities
and others and bank deposits which represents Company's maximum exposure to the credit risk.

With respect to credit exposure from customers, the Company has a procedure in place aiming to minimise collection losses. Credit Control team assesses the credit
quality of the customers, their financial position, past experience in payments and other relevant factors.

The carrying amount of trade receivables, loans, advances, deposits, cash and bank balances, bank deposits and interest receivable on deposits represents company’s
maximum exposure to the credit risk. No other financial asset carry a significant exposure with respect to the credit risk. Bank deposits and cash balances are placed
with reputable banks and deposits are with reputable government, public bodies and others. The Company’s exposure to credit risk is influenced mainly by the
individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including default
risk associate with the industry and country in which customers operate. Credit quality of a customer is assessed based on an extensive credit rating scorecard and
individual credit limits are defined in accordance with this assessment. With respect to other financial assets viz., loans & advances, deposits with government and
banks, the credit risk is insignificant since the loans & advances are given to its wholly owned subsidiary and employees only and deposits are held with government
bodies and reputable banks. The credit quality of the financial assets is satisfactory, taking into account the allowance for credit losses.

Credit risk on trade receivables and other financial assets is evaluated as follows:

176
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
(i) Expected credit loss for trade receivable under simplified approach:

Particulars 31 March, 2023 31 March, 2022

Gross carrying amount 19,416.27 17,378.70

Expected credit losses (Loss allowance provision) (1,702.96) (781.69)

Carrying amount of trade receivables 17,713.31 16,597.01

Expected credit loss for financial assets where general model is applied
The financial assets which are exposed to credit are loans to wholly owned subsidiaries and employee advances.

Particulars 31 March, 2023 31 March, 2022

Estimated gross Estimated gross

Asset group carrying amount at carrying amount at
default default

Gross carrying amount

Loans 62,050.04 -
Employee advances 975.70 1,141.43

63,025.73 1,141.43
Expected credit losses - -

Net carrying amount

Loans 62,050.04 -
Employee advances 975.70 1,141.43

Total 63,025.73 1,141.43

(ii) Reconciliation of loss allowance provision

Particulars Trade receivables
Loss allowance as at 1 April, 2021 505.70

Changes in loss allowance during the period of 2021-22 276.00

Loss allowance as at 31 March, 2022 781.69

Changes in loss allowance during the period of 2022-23 921.27

Loss allowance as at 31 March, 2023 1,702.96

(iii) Significant estimates and judgements

Impairment of financial assets:

The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The company uses judgement in
making these assumptions and selecting the inputs to the impairment calculation, based on the company's past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.

177
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
(C) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meet obligations when due and to close out market positions.
Company’s treasury maintains flexibility in funding by maintaining availability under deposits in banks.
Management monitors cash and cash equivalents on the basis of expected cash flows.

(i) Financing arrangements:

The company had access to the following undrawn borrowing facilities at the end of the reporting period

As at As at
Particulars
31 March, 2023 31 March, 2022
Expiring within one year (bank PCFC and WCDL facilities) 181,898.36 141,899.72

(ii) Maturities of Financial liabilities

Contractual maturities of financial liabilities as at :
31 March, 2023 31 March, 2022
Particulars Less than 12 More than 12 Less than 12 More than 12
months months months months

Borrowings 181,898.36 117,867.16 141,899.72 -

Lease Liabilities 1,174.16 - 13,004.90 11,316.58

Trade Payables 17,678.42 - 16,080.00
Other Financial Liabilities 36,121.62 - 26,946.87
Total 236,872.54 117,867.16 197,931.47 11,316.58

(iii) Management expects finance cost to be incurred for the year ending 31 March 2024 is Rs 12500.00 thousands.

35. Capital management

Capital management and Gearing Ratio

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity
holders. The primary objective of the company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The
Company monitors capital using a gearing ratio, which is debt divided by total capital. The Company includes within debt, interest bearing loans and borrowings.

As at As at
Particulars
31 March, 2023 31 March, 2022
Borrowings

Current 181,898.36 141,899.72

Non current - -
Current maturities of long term debt 34,497.70 -
Debt 216,396.06 141,899.72

Equity
Equity share capital 196,310.15 196,310.15
Other equity 263,035.37 229,156.72
Money received aginst share warrants - -
Total capital 459,345.52 425,466.87

Gearing ratio in % (Debt/ capital) 47.11% 33.35%

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the
interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call
loans and borrowings.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2023 and 31 March, 2022.

178
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

36. Contingent liabilities

The Company has the following contingent liabilities as at:

Particulars 31 March, 2023 31 March, 2022

Service tax 32,576.18 32,576.18

Income tax 80,673.01 80,673.01

Total 113,249.19 113,249.19

37. Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for - Rs. 1829.72 thousands (P.Y.-Nil)

38. Related party transactions

Names of related parties and nature of relationships:

Names of the related parties Nature of relationship

i) Key Managerial Personnel (KMP):
Mr. D.R.R Swaroop Whole Time Director
Mr. C S Leeladhar Executive Director & CFO (Executive Director w.e.f January 14, 2023)
Mr. Ashish Bhattad Company Secretary
Mr. Hanumant Bhansali Manager Corporate Finance & Head Investor Relations (upto April 30 2021)

ii) Non- Executive Directors

Mrs. K. Jayalakshmi Kumari Non-Executive - Independent Director
Mr. Stefan Hetges Non-Executive - Non Independent Director
Mr. L Sridhar Non-Executive - Independent Director
Mr. Naveen Kumar Yelloji Non-Executive - Non Independent Director (upto November 10, 2022)
Ms. Manjula Aleti Non-Executive - Independent Director (W.e.f. 01st July, 2021)
Mr. Srinivas Medepalli Non-Executive - Independent Director (w.e.f March 08, 2023)
Mr. Amudala Sreeramulu Nageswar Rao Non-Executive - Independent Director (w.e.f September 05, 2022)
Mr. Venkat Motaprthy Non-Executive - Independent Director (upto October 08, 2021)

iii) Subsidiary Companies

M/s Cambridge Technology Inc.,USA Wholly owned subsidiary
M/s FA Software Services Private Limited Subsidiary (w.e.f March 20, 2023)
M/s CTE Web App Private Limited Wholly owned subsidiary (w.e.f October 19, 2022)
M/s Cambridge Technology Investments Pte Ltd., Singapore Wholly owned subsidiary
M/s Cambridge Innovation Capital LLC, USA Step down subsidiary to Cambridge Technology Investments Pte Ltd., Singapore
M/s Cambridge Bizserve Inc., Phillipines Step down subsidiary to Cambridge Technology Investments Pte Ltd., Singapore
M/s CT Asia SDN BHD, Malaysia (formerly known as CT Software Solutions Step down subsidiary to Cambridge Technology Investments Pte Ltd., Singapore
SDN BHD , Malaysia

179
Cambridge Technology Enterprises Limited
Notes to the financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

Details of transactions during the year where related party relationship existed:

Key Managerial Personnel Subsidiary Companies

Particulars
2022-23 2021-22 2022-23 2021-22
Remuneration*
Mr. D.R.R Swaroop 8,375.00 5,590.00 - -
Mr. C S Leeladhar 4,800.00 3,596.00 - -
Mr. Ashish Bhattad 1,584.60 1,396.00 - -
Mr. Hanumant Bhansali 932.17 - -

Sitting fees
Mr. Venkat Motaprthy - 135.00 - -
Mrs. K. Jayalakshmi Kumari 285.00 240.00 - -
Mr. Stefan Hetges - - - -
Ms. Manjula Aleti 240.00 105.00 - -
Mr. L Sridhar 285.00 255.00 - -
Mr. Naveen Kumar Yelloji 60.00 120.00

Sale of Software Services

M/s Cambridge Technology Inc.,USA - - 510,213.89 388,229.95
- -
Unsecured Loan during year
M/s FA Software Services Private Limited 61,295.72 -
Interest on unsecured Loan
M/s FA Software Services Private Limited 754.31 -

* Post employment benefits are actuarially determined on overall basis and hence not separately provided.

Details of outstanding balances as at the year end where related party relationship existed:
Names of the related parties Nature of Balance 31 March, 2023 31 March, 2022
M/s Cambridge Technology Inc.,USA Trade receivables - -
M/s Cambridge Technology Inc.,USA Advances against service exports 46,050.12 103,167.03

M/s Cambridge Technology Inc.,USA Reimbursement of expenses payable 1,092.55 103.65

M/s Cambridge Technology Investments Pte Ltd, Amount due against partial disinvestment - 95,329.88
Singapore
M/s FA Software Services Private Limited Unsecured loan for working capital 62,050.04 -

39. During the financial year 2012-13, the Company has written-off the trade receivables amounting to Rs. 21,48,81,750/- , due from erstwhile wholly owned step down
subsidiary M/s Smartshift Technologies Inc, USA (earlier known as Cambridge Technology Enterprises Inc. USA) and the company has also sold shares of its erstwhile
subsidiary M/s SmartShift Group Limited, Mauritius (formerly CambridgeTechnology Enterprises – Mauritius Limited) amounting to Rs. 27,42,60,626/- at nil consideration. The
Company has made an application to RBI through an authorized dealer for the approval and ratification of the same which is pending.With reference to the above matters, the
Company has submitted resubmission of replies to the queries raised by RBI on 08 Jan 2020.

40. Earnings per share (EPS)

Year ended Year ended
Particulars
31 March, 2023 31 March, 2022
Profit after tax (₹ in thousands) (A)
35,581.84 20,581.90
Weighted average number of equity shares for calculation of basic earnings
per share (Nos in thousands) (B) 19,631.02 19,631.02
Weighted average number of equity shares for calculation of diluted earnings
per share (Nos in thousands) (C)
19,631.02 19,631.02
Earning per share:
Equity shares of par value ₹ 10.00 10.00
(1) Basic (₹) (A/B) 1.81 1.05
(2) Diluted (₹) (A/C) 1.81 1.05

180
Cambridge Technology Enterprises Limited
Notes to financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

41.Disclosures as per Ind AS 116 - Leases

The weighted average incremental borrowing rate applied to lease liabilities is 9 %

Following are the changes in the carrying value of right of use assets for the year ended March 31, 2023:
Buildings Office equipment Total
Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Opening balance as on 1st April 2022 16,750.30 3,716.32 20,466.62
Additions - - -
Deletions 13,291.75 2,893.40 16,185.15
Depreciation 2,568.12 791.39 3,359.51
Closing balance as on 31st March 2023 890.44 31.53 921.96

The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the statement of Profit and Loss.

The following is the break-up of current and non-current lease liabilities as at March 31, 2023
Buildings Office equipment Total
Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Current lease liability 1,174.16 - 1,174.16
Non-current lease liability - - -
Closing balance as on 31st March 2023 1,174.16 - 1,174.16

The following is the movement in lease liabilities during the year ended March 31, 2023:
Buildings Office equipment Total
Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Opening balance as on 1st April 2022 20,743.65 3,577.83 24,321.48
Additions - - -
Finance cost accrued during the period 545.11 89.45 634.56
Deletions 20,114.61 3,667.28 23,781.89
Translation difference - - -
Closing balance as on 31st March 2023 1,174.16 0.00 1,174.16

The table below provides details regarding the contractual maturities of lease liabilities as at March 31,2023 on an undiscounted basis:
Buildings Office equipment Total
Particulars
₹ in Thousands ₹ in Thousands ₹ in Thousands
Less than one year 1,174.16 - 1,174.16
One to five years - - -
More than five years - - -
Total 1,174.16 - 1,174.16

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to
lease liabilities as and when they fall due

Rental expense recorded for short-term leases was ₹ 4540.47 thousands for the year ended March 31,2023.

Rental income on assets given on operating lease to holding company was ₹ Nil for the year ended March 31,2023.

42. Segment information

The Company primarily operates in the software development. The Chief Operating Division Maker (CODM) reviews the performance of the software
development sector at the consolidated level and makes decisions on sales volumes and profitability.

43. Information about revenue

Revenue from external customers - Sale of Services - Rs. 63756.62 thousands

The Company has made external sales to the following customers meeting the criteria of 10% or more of the entity revenue.

Customers : 2 - ₹ 38252.89 thousands

Revenue from external customers - Sale of Products - Rs.56637.33 thousands

The Company has made external sales to the following customers meeting the criteria of 10% or more of the entity revenue.

Customers : 2 - ₹ 36719.71 thousands

181
Cambridge Technology Enterprises Limited
Notes to financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
44. Share based payments (Ind AS 102)

The Company has granted options to its eligible employees in various ESOS Schemes, details are as under:

(A) Employee Stock Option Scheme:

Particulars CTEL Employee CTEL ESOP ESOS - 2015
Stock Opton Scheme - 2011
Scheme - 2008
Vesting Plan Year I - 40% 5 years 3 years
Year II - 30%
Year III - 30%

Exercise Period Any time after the 5 years 5 years

vesting period
subject to
continuance of
employment and the
other conditions
mentioned in the
scheme

Grant Date 21-Oct-08 10-Jul-15 9-Mar-16

Exercise Price (Rs. Per share) 25.9 38 80
Fair Value on the date of Grant of Option (Rs. Per share) 15.97 8.47 46.16
Method of Settlement Equity Equity Equity

(B) Movement of Options Granted along with weighted average exercise price (WAEP):
CTEL Employee Stock Opton Scheme - 2008
Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 0 25.9 0 25.9
Granted during the year Nil Nil Nil Nil
Exercised during the year Nil Nil Nil Nil
Forfeited during the year 0 Nil 0 Nil
Outstanding at the end of the year 0 Nil 0 Nil

Options exercisable at the end of the year 0 Nil 0 Nil

CTEL ESOP Scheme 2011

Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 204500 38 205000 38
Granted during the year Nil Nil Nil Nil
Exercised during the year 0 Nil 500 Nil
Forfeited during the year 12500 38 Nil 38
Outstanding at the end of the year 192000 38 204500 38
Options exercisable at the end of the year 192000 38 204500 38

1.The weighted average share price on stock exchange at the date of exercise of options was Rs. 52.94 per share as at March 31, 2023

2.The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was 3 months (March 31, 2022: 1 years & 3
months).

ESOS - 2015
Particulars As at March 31, 2023 As at March 31, 2022
No. WAEP(Rs.) No. WAEP(Rs.)
Outstanding at the beginning of the year 60000 80 71800 80
Granted during the year Nil Nil Nil Nil
Exercised during the year Nil Nil Nil Nil
Forfeited during the year 4400 80 11800 80
Outstanding at the end of the year 55600 80 60000 80

Options exercisable at the end of the year 55600 80 60000 80

The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was 1 year (March 31, 2022 : 2 years).

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Cambridge Technology Enterprises Limited
Notes to financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)

(C) Fair Valuation:

The fair value of option have been done by an independent firm of Chartered Accountants on the date of grant using the Black-Scholes Model.
The key assumptions in the Black-Scholes Model for calculating fair value as on the date of grant:

(a) For CTEL Employee Stock Opton Scheme - 2008

1. Risk Free Rate 7.42% - 7.73%
2. Option Life 2.5 - 4.5 years
3. Expected Volatility* 63.77%
4. Expected Growth in Dividend 0.00%

(b) For CTEL ESOP Scheme 2011

1. Risk Free Rate 8%
2. Option Life 3 years
3. Expected Volatility* 9.48%
4. Expected Growth in Dividend 0.00%

(c) For ESOS 2015

1. Risk Free Rate 7.83%
2. Option Life 3 years
3. Expected Volatility* 43.05%
4. Expected Growth in Dividend 0.00%
*Expected volatility on the Company’s stock price on Bombay Stock Exchange based on the data commensurate with the expected life of the options up to the
date of grant.

(D) Details of the liabilities arising from the Share based payments were as follows:
Particulars As at March 31, As at March 31,
2023 2022

Total Carrying amount 4192.74 4501.72

45. Ratios

(a) Current Ratio

Particulars 31-Mar-23 31-Mar-22
Current Assets 499,044.89 361,191.00
Current Liabilities 298,236.86 318,143.24
Current Ratio 1.67 1.14
Variance 47
The company current ratio has been increased
Reason, if variance exceeds 25% due to increase in cash reserves by way of fixed

(b) Debt-Equity Ratio

Particulars 31-Mar-23 31-Mar-22
Debt 181,898.36 141,899.72
Equity 459,345.52 425,466.87
Debt-Equity Ratio 0.40 0.33
Variance 19
Reason, if variance exceeds 25%

(c) Debt Service Coverage Ratio

Particulars 31-Mar-23 31-Mar-22
EBITDA 78,413.16 59,365.61
Interest Expense 12,228.22 5,569.00
Debt Service Coverage Ratio 6.41 10.66
Variance (40)
The company debt service coverage ratio is
Reason, if variance exceeds 25% good even the cost of debt is increased during

(d) Return on Equity Ratio

Particulars 31-Mar-23 31-Mar-22
Net Income 49,603.83 37,560.45
Equity 459,345.52 425,466.87
Return on Equity Ratio 0.11 0.09
Variance 22
Reason, if variance exceeds 25%

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Cambridge Technology Enterprises Limited
Notes to financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
(e) Trade Receivables Turnover Ratio
Particulars 31-Mar-23 31-Mar-22
Net Credit Sales 630,607.84 464,787.90
Average accounts receivables for the period 25,861.77 14,981.79
Trade receivables turnover ratio 24.38 31.02
Variance (21)

Reason, if variance exceeds 25%

(f) Trade Payables Turnover Ratio

Particulars 31-Mar-23 31-Mar-22
Net Credit purchases 17,678.42 16,080.00
Average Trade payables 17,922.40 10,725.51
Trade payables turnover ratio 0.99 1.50
Variance (34)
Trade payables turnover ratio has been
decreased as the company is on its expansion
Reason, if variance exceeds 25% plans of acquition.

(g) Net Capital Turnover Ratio

Particulars 31-Mar-23 31-Mar-22
Net annual sales 630,607.84 464,787.90
Working Capital 200,808.03 43,047.76
Net capital turnover ratio 3.14 10.80
Variance (71)
During the year the company’s debt has been
increased due to acquitions and also the
working capital requirement is also increased to
Reason, if variance exceeds 25% meet the increased costs.

(h) Net Profit Ratio

Particulars 31-Mar-23 31-Mar-22
Net Profit 49,603.83 37,560.45
Sales 630,607.84 464,787.90
Current Ratio 0.08 0.08
Variance (3)
Reason, if variance exceeds 25%

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Cambridge Technology Enterprises Limited
Notes to financial statements for the year ended 31 March 2023
(All amounts are in ₹ 'thousands' except per share data and where otherwise stated)
(i) Return on Capital Employed
Particulars 31-Mar-23 31-Mar-22
EBIT 61,832.05 43,129.45
Capital employed 459,345.52 425,466.87
Return on capital employed 0.13 0.10
Variance 33
During the year , the company sales and as well
Reason, if variance exceeds 25% operational efficiency has been increased

46. Corporate Social Responsibility (CSR)

Particulars 31-Mar-23 31-Mar-22
Amount required to be spent by the company during the year Nil Nil
Amount of expenditure incurred NA NA
Shortfall at the end of the year Nil Nil
Total of previous years shortfall Nil Nil
Reason for shortfall - -
Nature of CSR activities - -

Section 135 of the Companies Act 2013 and the Rules made thereunder prescribe that every company having a net worth of Rs 500 crore or more, or turnover

of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during any financial year shall ensure that the Company spends in every financial year, at least

2% of the average net profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility (CSR) policy.

The provisions pertaining to CSR as prescribed under the Companies Act 2013 are not applicable to the Company for the current period

47.Additional Regulatory Information

(a) The Company does not have any Benami property and does not have any proceeding initiated or pending against the company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(b) There are immovable properties whose title deeds are held in the name of the Company.

(c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

(d) The company does not have any borrowings from banks or financial institutions on the basis of security of Current assets.

(e)The company does not have any transactions with companies struck off under section 248 of the Companies Act 2013 or section 560 of Companies Act,
1956.
(f) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(g) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(h)The Company does not have any such transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

48. Figures of the previous period have been regrouped/reclassified / rearranged wherever necessary.

As per our report of even date

For B R A N D & Associates LLP For and on behalf of the Board

Chartered Accountants
Firm Registration Number:012344S/S200101

Kumaraswami Reddy A Dharani Raghurama Swaroop Sridhar Lalpet

Partner Whole-time Director Director
Membership Number: 220366 DIN: 00453250 DIN: 02539952

Chirravuri Subrahmanya Leeladhar Ashish Bhattad

Place: Hyderabad Executive Director & Chief Financial Officer Company Secretary
Date: 26 May 2023 DIN: 01643014 M.No: A34781

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NOTICE OF 24TH ANNUAL GENERAL

MEETING

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NOTICE OF 24TH ANNUAL GENERAL MEETING

Notice is hereby given that the 24th Annual General Meeting of the Members of Cambridge
Technology Enterprises Limited will be held on Wednesday, September 27, 2023, at 03.00 p.m.
IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the
following business:

ORDINARY BUSINESS

1. Adoption of Financial Statements.

To receive, consider and adopt the audited financial statements (including the consolidated
financial statements) of the Company for the financial year ended March 31, 2023 and the
reports of the Board of Directors and auditors thereon.

2. Appointment of Mr. Stefan Hetges as a Director liable to retire by rotation

To appoint a Director in place of Mr. Stefan Hetges, Director (DIN:03339784) who retires by
rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself
for re-appointment.

SPECIAL BUSINESS

3. Re-appointment of Mr. Dharani Raghurama Swaroop (DIN: 00453250) as Whole-time

Director and to fix his remuneration.

To consider, and if thought fit, to pass, with or without modification(s), the following as a Special
Resolution:

“RESOLVED THAT in accordance with the provisions of Sections, 196, 197, 198 and 203 read
with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), and Articles of
Association of the Company and upon recommended by the Nomination & Remuneration
Committee and approval of the Board of Directors of the Company, approval of the members be
and is hereby accorded to the re-appointment of Mr. Dharani Raghurama Swaroop (DIN:
00453250) as a Whole - time Director of the Company, liable to be retire by rotation, for a further
period of 5 (five) years from the expiry of his present term of office, that is, with effect from
March 01, 2024, on such terms and conditions including remuneration as set out in the
explanatory statement annexed to the notice, with a liberty to the Board of Directors (hereinafter
referred to as “the Board” which term shall include Nomination and Remuneration Committee of
the Board) to alter and vary the terms and conditions of the said appointment and / or
remuneration as it may deem fit.

“RESOLVED FURTHER THAT where in any Financial Year during the currency of tenure of Mr.
Dharani Raghurama Swaroop, the Company has no profits or its profits are inadequate, he shall
be eligible to receive remuneration as set out above/in the Statement setting out material facts
attached to this Notice, as the minimum remuneration notwithstanding that such remuneration
may exceed the limits specified under Section 197 and Schedule V of the Companies Act, 2013
and that the perquisites pertaining to contribution to provident fund, superannuation fund or
annuity fund, gratuity and leave encashment shall not be included in the computation of the
ceiling on remuneration specified in Section II, Section III and Section IV of Part II of Schedule V
to the Act, or any statutory act(s), rule(s), regulation(s), notification(s), modification(s) and
enactment(s) thereof .

“RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be
and are hereby authorized to do all such acts, deeds and things and execute all documents or
writings as may be necessary, proper or expedient for the purpose of giving effect to this

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Resolution and for matters connected therewith or incidental thereto including intimating the
concerned authorities or other regulatory bodies including filing of the necessary forms, if any,
with the Registrar of Companies and/or delegating all or any of the power conferred herein to
any Committee or any Director of the Company.”

By the order of the Board

For Cambridge Technology Enterprises Limited
Sd/-
Hyderabad Ashish Bhattad
August 11, 2023 Company Secretary & Compliance Officer
M. No. A34781

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, (“the Act”) and
other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 setting out material facts relating to Special Business to be transacted at the
Annual General Meeting is annexed hereto. The Board of Directors of the Company at its Meeting
held on August 11, 2023 considered that the special business under Item No. 3, being considered
unavoidable, be transacted at the 24th AGM of the Company.

2. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 20/2020 dated
May 05, 2020, 17/2020 dated April 13, 2020, 14/2020 dated April 08, 2020, 02/2021 dated
January 13, 2021 and Circular No. 02/2022 dated May 05, 2022 and 11/2022 dated December
28, 2022 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General
Meeting (“AGM”) through video conferencing (VC) or other audio visual means (OAVM), without
the physical presence of the Members at a common venue. In compliance with the provisions of
the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of the Company is being
convened through VC / OAVM. Hence, Members can attend and participate in the ensuing AGM
through VC/OAVM. In terms of the aforesaid Circulars, the businesses set out in the Notice will
be transacted by the members only through remote e-voting or through the e-voting system
provided during the meeting while participating through VC facility. The Company will also
publish an advertisement in newspaper containing the details about the AGM i.e., the conduct of
the AGM through VC/OAVM, date and time of the AGM, availability of the notice of AGM at the
Company’s website, manner of registering the email ID’s of those shareholders who have not
registered their email addresses with the Company/RTA and other matters as may be required.

3. In compliance with the Circulars issued by MCA and SEBI, Notice of the AGM along with the
Annual Report 2022-23 (consisting of Financial Statements including Board’s Report, Corporate
Governance Report, Management Discussion & Analysis Report, Auditors’ Report and other
documents required to be attached therewith) is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/
Depositories/Depository Participants. Physical copy of the notice of the 24th AGM along with
Annual Report for the financial year 2022-23 shall be sent to those Members who request for
the same. Members may note that the Notice and Annual Report 2022-23 will also be available
on the Company’s website https://www.ctepl.com/, websites of the Stock Exchanges i.e. BSE
Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and
https://www.nseindia.com/ respectively, and on the website of NSDL
https://www.evoting.nsdl.com.

4. The relevant details, pursuant to Regulations 36(3) of the Listing Regulations and Secretarial
Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect
of Director seeking appointment/re-appointment at this AGM is annexed herewith and/or is
disclosed elsewhere in Annual Report/AGM Notice.

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5. The Members of the Company at the 22nd Annual General Meeting (‘AGM’) held on September
27, 2021 approved the appointment of M/s. B R A N D & Associates LLP, Chartered Accountants
as the Auditors of the Company for a period of five years from the conclusion of the said AGM
till the conclusion of the 27th AGM to be held in the year 2026.

6. Ms. Priyanka Rajora, Practicing Company Secretary [C P No. 22886] (Proprietor of M/s. Rajora
and Co, Practicing Company Secretaries) has been appointed by the Board of Directors as the
Scrutinizer to scrutinize the e-voting system during AGM and remote e-voting process in a fair
and transparent manner. Institutional / Corporate Shareholders (i.e. other than individuals / HUF,
NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board Resolution or
Authority letter, etc., authorizing its representative [with attested specimen signature of the duly
authorized signatory(ies)] to attend the AGM through VC / OAVM on its behalf and/or to vote
through remote e-voting/e-voting system provided in AGM. The said Resolution/Authority letter
shall be sent to the Scrutinizer by email through its registered email address to
priyanka@rajoraandco.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders
(i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of
Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter"
displayed under "e-Voting" tab in their login. In case of joint holders attending the Meeting, only
such joint holder who is higher in the order of names will be entitled to vote.

7. The Register of Members and Share Transfer Books of the Company will remain closed from
Thursday, September 21, 2023 to Wednesday, September 27, 2023 (both days inclusive) for the
purpose of Annual General Meeting of the Company.

8. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, requests for effecting transfer of securities shall not be processed unless the securities
are held in dematerialized form with a depository. Also, transmission or transposition of securities
held in physical or dematerialised form shall be effected only in dematerialised form. In view of
this, members holding shares in physical form are requested to consider converting their
holdings to dematerialized form. Members can contact the Company or Company’s Registrars
and Transfer Agents, Aarthi Consultants Private Limited for assistance in this regard. Members
may also refer to Company’s website w.r.t procedure for converting physical shares into
electronic mode. Members may also visit web site of depositories viz. NSDL or CDSL for further
understanding about the demat procedure: NSDL website: https://nsdl.co.in CDSL website:
https://www.cdslindia.com

9. To support the ‘Green Initiative’, Members who have not yet registered their email addresses
are requested to register their email addresses in respect of shares held in dematerialized form
with their respective Depository Participants and in respect of shares held in physical form with
the Company’s Registrar and Transfer Agent, M/s. Aarthi Consultants Private Limited.

Further, it is to inform you that the Company’s Registrars and Transfer Agents, Aarthi Consultants
Private Limited have a facility to register email address on their website under Investor Services/
Go Green Feedback Tab http://www.aarthiconsultants.com/investor_services

10. Members are requested to intimate changes, if any, pertaining to their name, postal address,
email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates,
nominations, power of attorney, bank details such as, name of the bank and branch details, bank
account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in
electronic form and to Aarthi Consultants Private Ltd in case the shares are held by them in
physical form.

Aarthi Consultants Private Ltd.,

1-2-285, Domalguda, Hyderabad - 500 029
Telangana State, India
Tel: +91-40-27638111, 27634445
Fax: +91-40-27632184

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E-mail: info@aarthiconsultants.com

11. Members holding shares in demat mode and have not updated their KYC details are
requested to register/update the email, bank account details and other KYC details with their
depositories through their depository participants. Members holding shares in physical mode
and have not registered the email or updated their KYC details are requested to submit form ISR-
1 (also available for download at website of the Company i.e., www.ctepl.com under investors
section) along with supporting documents to update their email, bank account details and other
KYC details with Company's RTA. You are requested to email the duly filled in form to
info@aarthiconsultants.com.

12. SEBI vide Circular No SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023,

had prescribed the common and simplified norms for processing investor’s service request by
RTAs and norms for furnishing PAN, KYC details and Nomination. SEBI vide above mentioned
circular has mandated for all holders of physical securities in listed companies to furnish PAN,
Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding
folio numbers. The folios wherein any one of the cited document/details as mentioned above are
not available on or after October 01, 2023, shall be frozen by the RTA. The RTA shall revert the
frozen folios to normal status upon receipt of all the documents/details as stated above. Frozen
folios shall be referred by the RTA / listed company to the administering authority under the
Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002,
if they continue to remain frozen as on December 31, 2025. Shareholders are requested to
submit their PAN, Nomination, Contact details, Bank A/c details and Specimen signature to the
Company’s RTA i.e., Aarthi Consultants Private Limited.

Also, SEBI has issued a Press Release dated March 08, 2023 advising all investors to ensure
linking of their PAN with Aadhaar number prior to March 31, 2023, for continual and smooth
transactions in securities market and to avoid consequences of non-compliance with the CBDT
Circular No. 7 of 2022 (Notification F.No.370142/14/2022-TPL) dated March 30, 2022, as such
accounts would be considered non-KYC compliant, and there could be restrictions on securities
and other transactions until the PAN and Aadhaar are linked.

13. As per the provisions of Section 72 of the Act, the facility for making nomination is available
for the Members in respect of the shares held by them. Members who have not yet registered
their nomination are requested to register the same. Members are requested to submit the
nomination details to their DP in case the shares are held by them in electronic form and to Aarthi
Consultants Private Limited in case the shares are held in physical form. The forms are available
on the website of the Company under Investors section.

For ‘Nomination’: Nomination through Form SH-13 or cancellation or variation in nomination

through Form SH-14 as provided in the Rule 19 of Companies (Shares capital and debenture)
Rules, 2014.
OR
For ‘Declaration to Opt-out’: The security holder can opt out of nomination through Form ISR – 3
after cancelling his existing nomination, if any, through Form SH-14.

14. The Company has designated an exclusive email ID investors@ctepl.com, which would
enable the investors/ shareholders to post their grievances, if any, by quoting their Registered
Folio Number, Client ID, and Number of shares. However, it may be noted that the Company
would not respond to any kind of malicious allegations made by the shareholders with ulterior
motives.

15. Members who would like to express their views or ask questions during the AGM may register
themselves as a speaker by sending their request from their registered email address mentioning
their name, DP ID and Client ID/folio number, PAN, mobile number to investors@ctepl.com on or
before September 20, 2023. Those Members who have registered themselves as a speaker will
only be allowed to express their views/ask questions during the AGM. The Company reserves

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the right to restrict the number of speakers depending on the availability of time for the AGM.

Members who would like to express their views or have questions or seeking any information
with regard to the accounts and operations of the Company or the businesses covered under
the Notice of AGM, are requested to write to the Company mentioning their name, demat account
number/folio number, email id, mobile number on or before September 20, 2023 through email
on investors@ctepl.com.

16. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

17. Members are requested to note that dividends not encashed or claimed within seven years
from the date of transfer to the Company’s Unpaid Dividend Account, were transferred to the
Investor Education and Protection Fund (IEPF). All shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more shall be transferred by the company
in the name of Investor Education and Protection Fund from time to time.

18. The Register of Directors and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors
are interested, maintained under Section 189 of the Act and certificate from the Secretarial
Auditor of the confirming the compliance of the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for inspection
through electronic mode during the continuance of AGM. All documents referred to in the Notice
will also be available for electronic inspection without any fee by the members from the date of
circulation of this Notice up to the date of AGM. Members seeking to inspect such documents
can send an email to investors@ctepl.com.

19. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members holding shares in
physical form can submit their PAN details to the Registrar and Share Transfer Agents of the
Company.

20. Non-Resident Indian Members are requested to inform RTA, immediately on:
(a) Change in their residential status on return to India for permanent settlement;
(b) Particulars of their bank account maintained in India with complete name, branch, account
type, account number and address of the bank with PIN Code number, if not furnished earlier.

21. Instructions for e-voting and joining the AGM are as follows.

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE 24TH AGM THROUGH
VC/OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-
VOTING

1. In compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular
No. 14/2020 dated April 08, 2020, MCA Circular No. 17/2020 dated April 13, 2020 MCA
Circular No. 20/2020 dated May 05, 2020, MCA Circular No. 02/21 dated January 13, 2021,
MCA Circular No. 02/2022 dated May 05, 2022 and MCA Circular No. 11/2022 dated
December 28, 2022 and all other relevant circulars issued from time to time, physical
attendance of the Members to the AGM venue is not required and general meeting be held
through video conferencing (VC) or other audio visual means (OAVM). Hence, AGM is being
held through VC/OAVM in compliance of the above said circulars and Members can attend
and participate in the ensuing AGM through VC/OAVM.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure mentioned
in the Notice. The facility of participation at the AGM through VC/OAVM will be made

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available for 1000 members on first come first served basis. This will not include large
Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without restriction on account of first come
first served basis.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is
entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a
Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through
VC / OAVM, physical attendance of Members has been dispensed with. Accordingly,
pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of
Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is
not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed
to this Notice. However, the Body Corporates are entitled to appoint authorised
representatives to attend the AGM through VC/OAVM and participate there at and cast their
votes through e-voting.

4. Members attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act. No separate attendance form is being
enclosed with the notice. The place of the AGM for the statutory purposes shall be the
registered office of the Company.

5. The business as set out in the Notice may be transacted through electronic voting system.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation
44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended),
and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13,
2020, May 05, 2020, January 13, 2021, May 05, 2022 and December 28, 2022, the Company
is providing facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement with
National Securities Depository Limited (NSDL) for facilitating voting through electronic
means, as the authorized agency. The facility of casting votes by a member using remote e-
voting system as well as venue e-voting on the date of the AGM will be provided by NSDL.
Those Members, who will be present in the AGM through VC / OAVM facility and have not
cast their vote on the Resolutions through remote e-voting and are otherwise not barred
from doing so, shall be eligible to vote through e-voting system during the AGM.

6. In line with the MCA Circulars, the Notice calling the AGM has been uploaded on the website
of the Company at https://www.ctepl.com/. The Notice can also be accessed from the
websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India
Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively and the
AGM Notice is also available on the website of NSDL (agency for providing the Remote e-
Voting facility) i.e. https://www.evoting.nsdl.com.

7. A person, whose names is recorded in the Register of Members or in the Register of

Beneficial Owners maintained by the depositories as on cut-off date i.e., September 20,
2023, only shall be entitled to avail facility of remote e-voting or e-voting system to be
provided in the meeting through VC/OAVM. A person who is not a member as on the cut-off
date should treat this notice for information purpose only. The voting rights of Members shall
be in proportion to their shares in the paid-up equity share capital of the Company as on the
cut-off date.

8. The members who have cast their vote by remote e-voting prior to AGM may also attend the
AGM, but shall not be entitled to cast their e-vote again.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL
MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, September 23, 2023 at 09:00 A.M. and ends
on Tuesday, September 26, 2023 at 05:00 P.M. The remote e-voting module shall be
disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of
Members / Beneficial Owners as on the record date (cut-off date) i.e. September 20, 2023,
may cast their vote electronically. The voting right of shareholders shall be in proportion to
their share in the paid-up equity share capital of the Company as on the cut-off date, being
September 20, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding
securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in https://eservices.nsdl.com either on a Personal Computer or on a
demat mode with NSDL. mobile. On the e-Services home page click on the “Beneficial
Owner” icon under “Login” which is available under ‘IDeAS’
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be re-directed to e-Voting website
of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online
for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a

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Verification Code as shown on the screen. After successful

authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the
meeting.
4. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned below
for seamless voting experience.

NSDL Mobile App is ovatloble an

Google Play
£ App Store

Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in through their existing user id and password. Option will be made
demat mode with CDSL available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon &
New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

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Individual Shareholders You can also login using the login credentials of your demat account
(holding securities in through your Depository Participant registered with NSDL/CDSL for
demat mode) login e-Voting facility. upon logging in, you will be able to see e-Voting
through their depository option. Click on e-Voting option, you will be redirected to NSDL/CDSL
participants Depository site after successful authentication, wherein you can see
e-Voting feature. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at above-mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with NSDL contact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at 022 - 4886 7000 and 022
- 2499 7000

Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with CDSL contact CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 22 55 33
B) Login Method for e-Voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to
Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit

demat account with NSDL. Client ID

For example if your DP ID is IN300*** and

Client ID is 12****** then your user ID is
IN300***12******.

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b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL.
For example if your Beneficiary ID is
12************** then your user ID is
12**************

c) For Members holding shares in EVEN Number followed by Folio Number

Physical Form. registered with the company

For example if folio number is 001*** and

EVEN is 101456 then user ID is
101456001***

5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will
force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company,
your ‘initial password’ is communicated to you on your email ID. Trace the
email sent to you from NSDL from your mailbox. Open the email and open
the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares held in physical form. The
.pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “ Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode)
option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send
a request at evoting@nsdl.co.in mentioning your demat account number/folio
number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the
votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on
the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which
you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-
Voting period and casting your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on
the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.
with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer by e-mail to priyanka@rajoraandco.com with a copy
marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF,
NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter
etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-
Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an
event, you will need to go through the “Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000 or
send a request to Mr. Amit Vishal, Senior Manager – NSDL at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for
procuring user id and password and registration of e-mail ids for e-voting for the resolutions
set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of
PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to Company’s
Registrars and Transfer Agents, Aarthi Consultants Private Limited at
info@aarthiconsultants.com or to Company at investors@ctepl.com.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or
16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN
(self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of

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Aadhaar Card) to the Company at investors@ctepl.com. If you are an Individual shareholders

holding securities in demat mode, you are requested to refer to the login method explained
at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring
user id and password for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are required to update their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS
UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned
above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM
facility and have not casted their vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the
AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the
facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote
e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS
UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the
NSDL e-Voting system. Members may access by following the steps mentioned above for
Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link”
placed under “Join General meeting” menu against company name. You are requested to
click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will
be available in Shareholder/Member login where the EVEN of Company will be displayed.
Please note that the members who do not have the User ID and Password for e-Voting or
have forgotten the User ID and Password may retrieve the same by following the remote e-
Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.

5. Members who would like to express their views or ask questions during the AGM may register
themselves as a speaker by sending their request from their registered email address
mentioning their name, DP ID and Client ID/folio number, PAN, email id, mobile number to
investors@ctepl.com on or before September 20, 2023. The Company reserves the right to
restrict the number of speakers depending on the availability of time for the AGM.

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6. Members who would like to express their views or have questions/seeking any information
with regard to the accounts and operations of the Company or the businesses covered under
the Notice of AGM, are requested to write to the Company mentioning their name, demat
account number/folio number, email id, mobile number at investors@ctepl.com on or before
September 20, 2023. The same will be replied by the company suitably.

7. Those Members who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the AGM.

OTHER INSTRUCTIONS

1. Any person other than Individual shareholders holding securities in demat mode and
shareholders holding securities in physical mode and becomes member of the Company after,
the notice is send through e-mail and holding shares as of the cut-off date i.e. September 20,
2023, may follow steps mentioned in this notice under Step 1 (B) w.r.t Login Method for e-Voting
and joining virtual meeting for shareholders other than Individual shareholders holding securities
in demat mode and shareholders holding securities in physical mode. In case of Individual
Shareholders holding securities in demat mode who acquires shares of the Company and
becomes a Member of the Company after sending of the Notice and holding shares as of the
cut-off date i.e. September 20, 2023 may follow steps mentioned in the Notice of the AGM under
Step 1 (A) w.r.t Login method for e-Voting and joining virtual meeting for Individual shareholders
holding securities in demat mode”. Such shareholders can also send a request at
evoting@nsdl.co.in or to Issuer/RTA to obtain login id and password.

2. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the
votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make,
not later than 48 hours of conclusion of the AGM and submit a consolidated Scrutinizer’s Report
of the total votes cast in favour or against, if any, to the Chairman or a person authorized by
him/board, who shall countersign the same.

3. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s
website i.e., https://www.ctepl.com/ and on the website of NSDL i.e.,
https://www.evoting.nsdl.com/ immediately after the result is declared by the Chairman or by
any other person authorized by the Chairman and the same shall also be communicated to
National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are
listed.

4. In case of any queries with respect to remote e-voting, you may refer the Frequently Asked
Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the
download section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000.
You may also send a request to evoting@nsdl.co.in or contact Mr. Amit Vishal, Asst. Vice
President – President – NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati
Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: evoting@nsdl.co.in, phone no. 022-
24994360, or call on 022 - 4886 7000 and 022 - 2499 7000 who will address the grievances on
remote e-voting or in case of any technical assistance is required at the time of log in/ assessing/
e-voting at the Meeting through VC/OAVM or who need assistance with using the technology
before or during the meeting.

By the order of the Board

For Cambridge Technology Enterprises Limited

Sd/-
Hyderabad Ashish Bhattad
August 11, 2023 Company Secretary & Compliance Officer
M. No. A34781

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AN EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO

SECTION 102 OF THE COMPANIES ACT, 2013 & APPLICABLE PROVISIONS OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 3

Mr. Dharani Raghurama Swaroop was re-appointed as a Whole-time Director of the Company
for a period of 5 years w.e.f. March 01, 2019 on the remuneration and other terms and conditions
as approved by the members of the company in the Annual General Meeting held on September
28, 2018 and further partially modified by them on September 27, 2021. As the existing tenure
of Mr. Dharani Raghurama Swaroop as Whole-time Director of the company will expire on March
01, 2024, the Board of Directors of the Company, on recommendation of the Nomination &
Remuneration Committee, in its meeting held on 11 th August 2023, has approved and
recommended his re-appointment as Whole-time Director of the Company, for the approval of
shareholders, for a further period of five years w.e.f. March 01, 2024 upto March 01, 2029 on the
remuneration and terms and conditions, as detailed hereunder.

(A) Proposed Remuneration

a. Mr. Dharani Raghurama Swaroop shall perform his duties and be in charge of affairs of the
Company subject to the superintendence, control and direction of the Board of Directors of the
Company. He shall also exercise such functions and powers as may be entrusted to him by the
Board of Directors from time to time.

b. In consideration of the performance of his duties, he shall be entitled to receive remuneration

as stated herein below:-

I. Salary:

a. Consolidated Salary including House Rent Allowance: upto Rupees 90,00,000 per annum
payable monthly.

b. Performance Bonus not exceeding 10,00,000 per annum payable quarterly/half yearly or as
may be determined by the Board.

c. Contribution to the Provident Fund, Superannuation fund or Annuity Fund, as applicable to the
employees of the Company or to the extent these either singly or put together are not taxable
under the Income Tax Act, 1961.

d. Gratuity as per the rules of the Company and/or Income Tax Act, 1961;

II. Perquisites and Allowances:

In addition to the above salary, the following may also be granted:

a. Payment/Reimbursement of telephone and/or mobile phone(s) bills, conveyance,

entertainment expenses, fuel expenses or other out of pocket expenses incurred in the course
of official duties or for the purpose of business of the company;

b. Company maintained or leased cars or allowances in lieu thereof for business and personal
use. The Company may also reimburse expenses of car owned by, or leased / rented to Mr.
Swaroop for business and personal use. The same shall be subject to maximum limit of Rupees
15,00,000 per annum

c. Benefit of Group Medical Insurance policy, Group Personal Accident Insurance and Group Term
Life Insurance and/or Life Insurance Policy as per the rules/policy of the company.

d. Payment/Reimbursement of medical and hospitalization expenses of the Whole Time Director

and his immediate family in accordance with the Company policy or Rupees 20,00,000/- per
annum whichever is higher.

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e. Leave Travel Allowance/Assistance for self and family subject to maximum limit of Rupees
8,00,000/- per annum.

f. Earned or privilege leave on full pay and allowance. Encashment/accumulation of Earned or

Privilege leave will be permissible as per the rules/policy of the company applicable to its
employees. Other leaves as per the rules/policy of the Company.

g. Special allowance or such other perquisites and allowance as per the policy/rules of the
company in force and/or as may otherwise be decided by the Board from time to time subject to
a maximum limit of Rupees 10,00,000/- per annum.

III. Variable Pay:

In addition to the above mentioned salary, Mr. Swaroop will be eligible to receive Variable Pay
for each of the financial years or part thereof, as may be decided by the Nomination and
Remuneration Committee / Board of Directors of the Company, subject to maximum limit of
Rupees 15,00,000 per annum, taking into consideration performance of Mr. Swaroop and the
performance of the Company.

IV. Loans/Advances:

(a) Granting of loans/advances according to Company’s policy applicable to employees.

(b) Continuation of Loans, if already availed.

V. Stock Grant:

Mr. Dharani Raghurama Swaroop is eligible to receive any other stock grant or grant of stock
options, as may be determined by the Board/Nomination and Remuneration Committee from time
to time.

(B) Other Conditions

(a) Leave: As per Rules of the Company

(b) He will not be entitled to sitting fees for meetings of the Board/Committees of the Board
attended by him.

(c) The salary will be subject to all applicable provisions of the Income Tax Act, 1961

(d) The tenure will be subject to termination by 3 months’ notice in writing on either side. The
Company reserves the right to waive the required notice period or part thereof, in its discretion.

(e) The remuneration may be altered or varied from time to time by the Board or Nomination &
Remuneration Committee, as it may, in its discretion, deem fit, within the maximum amount
approved by the Shareholders.

Minimum Remuneration: Where in any Financial Year during the currency of tenure of Mr.
Swaroop, the Company has no profits or its profits are inadequate, he shall be eligible to receive
remuneration as set out above, as the minimum remuneration notwithstanding that such
remuneration may exceed the limits specified under Section 197 and Schedule V of the
Companies Act, 2013 and that the perquisites pertaining to contribution to provident fund,
superannuation fund or annuity fund, gratuity and leave encashment shall not be included in the
computation of the ceiling on remuneration specified in Section II, Section III and Section IV of
Part II of Schedule V to the Act, or any statutory act(s), rule(s), regulation(s), notification(s),
modification(s) and enactment(s) thereof.

Currently, Mr. Swaroop is being paid remuneration as per Section II of Part II of Schedule V of
the Companies Act, 2013 due to inadequate profits. Also, during the currency of tenure of Mr.
Swaroop, the remuneration payable to him in any financial year may exceed the applicable slab
prescribed based on effective capital of the Company. Provided, remuneration in excess of the

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permissible slab as mentioned under Part A of Section II of Part II of Schedule V to the Companies
Act, 2013 may be paid, if shareholders pass a special resolution. Out of abundant caution and in
view of the relevant extant provisions of law relating to managerial remuneration, the Company
is complying with the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.
Hence, approval of shareholders is required by way of special resolution.

The Board of Directors, and the Nomination and Remuneration Committee of the Company, at
its meeting held on August 11, 2023, has approved re-appointment of Mr. Swaroop and payment
of remuneration as stated above and recommended the same to the Shareholders for their
approval. Also, the Company has not made any default in payment of dues to any bank or public
financial institution or any other secured creditor.

The proposed appointment and remuneration, as stated above is well in conformity with the
relevant provisions of the Companies Act, 2013, read with Schedule V to the said Act and hence
approval of Central Government is not required. The remuneration payable to Mr. Swaroop is
commensurate with his duties and responsibilities as the Whole Time Director of the Company.
The special resolution proposed to be passed is pursuant to Clause (iii) of Section II of Part II of
Schedule V to the Companies Act, 2013 and also an enabling resolution, permitting the Company
to pay the remuneration to Mr. Swaroop even during absence or inadequacy of profits in any
financial year, in compliance with Section 197 read with Schedule V to the Companies Act, 2013.

Profile of Mr. Dharani Raghurama Swaroop

Mr. Dharani Raghurama Swaroop has Degree in Electrical Engineering from Jawaharlal Nehru
Technological University.

Mr. Dharani Raghurama Swaroop is a senior board member with a vast knowledge of running
businesses and setting them on a growth trajectory. With an experience of nearly three decades
in the IT space, he has begun businesses in multiple geographies like Philippines, Singapore,
Malaysia and US while handling their operations and strategy smoothly. He heads the overall
operations in Asia Pacific and is responsible for the corporate governance and statutory
compliances-related aspects of CTEL. Prior to his association with CTEL, Swaroop co-founded
a successful IT systems integration company comprising of more than 150 personnel. He has
over 35 years of experience in the field of IT Services and Corporate Strategic Planning. Swaroop
holds an Electrical Engineering degree from Jawaharlal Nehru Technological University, India.

He hold position as a Director in DS Unics Infotech Private Limited and CTE Web Apps Private
Limited in India and do not hold the directorship and membership of the Committees of the Board
in any of the listed entity other than our company. He is a member of Audit Committee,
Stakeholders Relationship Committee & occupies Chairmanship of Finance Committee of the
Company. There is no relationship between directors inter-se. Please refer below for further
details.

The information as required to be disclosed as per the provisions of Part II Section II of Schedule
V of the Companies Act, 2013 and the details of Mr. Dharani Raghurama Swaroop as required
under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard – 2, as applicable,
are stated below.

Considering Mr. Swaroop’s experience in IT and other industries, and the trend in the industry,
the terms of his remuneration are considered to be fair, just and reasonable and are commended
for your approval.

Except Mr. Swaroop and their relatives to the extent of their shareholding interest, if any, in the
Company for Item No. 3, none of the other Directors/Key Managerial Personnel and their relatives
are in any way, concerned or interested, financially or otherwise, in the resolutions set out in
Item No. 3. In compliance with the provisions of Section 196, 197, 203 and other applicable
provisions of the Act read with Schedule V to the Act as amended, the Board of Directors, , based
on the recommendation of Nomination & Remuneration Committee, recommends the resolutions

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stated in the Item no. 3 for the approval of the Members of the Company by way of Special
Resolution. He is not debarred or disqualified from holding the office by virtue of any SEBI Order
or any other authority or pursuant to provisions of Section 164 of the Companies Act, 2013.

Statement containing the information as required under Section-II, Part-II of Schedule V to

the Companies Act, 2013:

I. GENERAL INFORMATION
Nature of industry Information Technology
Date or expected date of The Company is existing and was incorporated on January
commencement of commercial 28, 1999 and has been in the business for many years
production since 1999.
In case of new companies, Not Applicable.
expected date of
commencement of activities as
per project approved by financial
institutions appearing in the
prospectus
Financial performance based on
given indicators:
Financial Year ended: (in INR lakhs’)
Particulars 31.03.2021 31.03.2022 31.03.2023
Revenue from operations 3651.90 4647.88 6306.08
Total Expenses 3458.53 4371.05 6045.34
Profit/(Loss) before tax 322.10 375.60 496.04
Profit/(Loss) after tax 224.03 205.82 355.81
Paid-up Share Capital 1963.10 1963.10 1963.10
Reserves and Surplus 1804.65 2291.57 2630.35
Earnings Per Share 1.14 1.05 1.81
Total Comprehensive Income 232.69 220.33 339.64
The detailed financial statements of the Company for the
financial years 2021-22 and 2020-21 are provided in the
Annual Report for the financial year 2021-22.
Foreign investments or The promoter of the company i.e., Cloud Computing LLC
collaborations, if any. is a Foreign Body Corporate holding around 46.91% of the
paid up capital of the company. The other Foreign
investors, mainly comprising NRIs, Foreign Bodies
Corporate and Foreign Nationals are investors in the
Company on account of past issuances of securities/
secondary market purchases. The shareholding pattern of
the company is available on website of the company i.e.,
www.ctepl.com. Further, the Company has made foreign
investments as stated in its financial statements, which
forms part of this report. Overseas, It has two wholly
owned subsidiaries by name Cambridge Technology Inc.,
USA and Cambridge Technology Investments Pte. Ltd.,
Singapore and three step down subsidiaries namely
Cambridge Innovation Capital LLC., USA, Cambridge Biz
Serve Inc., Philippines and CT Asia SDN. BHD., Malaysia.
The Company has not entered into any foreign
collaboration.
II. INFORMATION ABOUT THE APPOINTEE:
Background details Mr. Dharani Raghurama Swaroop is a Whole – Time
Director in the Company. He works with the Company
since 1999. He has a degree in Electrical Engineering from
Jawaharlal Nehru Technological University.

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Past remuneration Rupees 83,75,000/- for the financial years 2022-23 &
45,90,000 for the financial year 2021-22.
Recognition or awards Nil
Job profile and his suitability Mr. Dharani Raghurama Swaroop is a senior board
member with a vast knowledge of running businesses and
setting them on a growth trajectory. With an experience of
nearly three decades in the IT space, he has begun
businesses in multiple geographies like Philippines,
Singapore, Malaysia and US while handling their
operations and strategy smoothly. He heads the overall
operations in Asia Pacific and is responsible for the
corporate governance and statutory compliances-related
aspects of CTEL. Prior to his association with CTEL,
Swaroop co-founded a successful IT systems integration
company comprising of more than 150 personnel. He has
over 37 years of experience in the field of IT Services and
Corporate Strategic Planning. Swaroop holds an Electrical
Engineering degree from Jawaharlal Nehru Technological
University, India. He is a member of Audit Committee,
Stakeholders Relationship Committee and occupies
Chairmanship of Finance Committee of the Company. He
has been instrumental in establishing Company’s business
in various geographical areas and the Company would
achieve all-round excellence in its business under his
leadership and valuable guidance.
Remuneration proposed i. Consolidated Salary including House Rent Allowance:
upto Rupees 90,00,000 per annum payable monthly.
ii. Performance Bonus not exceeding 10,00,000 per annum
payable quarterly/half yearly or as may be determined by
the Board.
ii. Special allowance subject to limit of Rupees 10,00,000
per annum
iii. Variable pay subject to limit of Rupees 15,00,000 per
annum.
iv. Perquisites, allowances, reimbursement of expenses,
other benefits, etc., respectively, as set out in detail herein
above.
Comparative remuneration The remuneration of Mr. Swaroop is comparable to that
profile with respect to industry, drawn by peers in the similar capacity in the industry and
size of the company, profile of is commensurate with the size of the Company, the
the position and person (in case Managerial position, profile, knowledge, skills and
of expatriates the relevant responsibilities shouldered by Mr. Dharani Raghurama
details would be with respect to Swaroop.
the country of his origin)
Further, the Nomination and Remuneration Committee
perused the remuneration of managerial person in other
companies comparable with the size of the Company,
industry benchmarks in general, profile and
responsibilities of Mr. Swaroop before recommending the
remuneration as proposed hereinabove.
Pecuniary relationship directly or As on the date of this notice, Mr. Dharani Raghurama
indirectly with the company, or Swaroop holds 29,200 Equity Shares of Rupees 10/- each
relationship with the managerial of the Company. Apart from above and besides the
personnel or other director, if any remuneration proposed, he does not have any other
pecuniary relationship with the Company. He is not related
to any of the Directors or Key Managerial Personnel of the
Company.

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III. OTHER INFORMATION

Reasons of loss or inadequate Currently, there is no loss and the Company’s business is
profits profitable. There is no major reason for inadequate profits,
as there is an increase in revenue and profits.

However, the Profits are still inadequate for the

remuneration proposed in terms of the provisions of
section 197, 198 and schedule V of the Companies Act,
2013.
Steps taken or proposed to be The Company is always looking forward to take all such
taken for improvement steps and measures which are in the best interest of the
company and to improve the margins. Your Company has
strengthened its partner ecosystem to provide access to
cutting edge solution to its clients and build reference
ability in client acquisition. Your company has added a
referenceable client/companies in each of its focus
verticals. Company is taking active steps to demonstrate
its body of work to acquire new and existing clients to
achieve scale and profitability. Company is also looking
forward to control cost in all areas.
Expected increase in productivity The Company is very conscious about improvement
and profits in measurable terms in productivity and undertakes constant measures
to improve it. However, it is extremely difficult in the
present scenario to predict profits and productivity in
measurable terms.
IV. DISCLOSURE: Requisite disclosure regarding remuneration, service contracts, notice
period, severance fees, stock options etc. has been mentioned in the Board of Director’s
report under the heading “Corporate Governance”, attached to the Financial Statements for
the year ended March 31, 2023.

Also, details of Mr. Dharani Raghurama Swaroop as required under Regulation 36 of the SEBI
Listing Regulations and Secretarial Standard – 2, as applicable, are stated as below:

Name of the Director Mr. Dharani Raghurama Swaroop

DIN 00453250
Date of Birth April 09, 1959
Date of first appointment on 28th January, 1999
the Board
Age 64 Years
Brief Resume Mr. Dharani Raghurama Swaroop is a senior board member
with a vast knowledge of running businesses and setting
them on a growth trajectory. With an experience of nearly
three decades in the IT space, he has begun businesses in
multiple geographies like Philippines, Singapore, Malaysia
and US while handling their operations and strategy
smoothly. He heads the overall operations in Asia Pacific and
is responsible for the corporate governance and statutory
compliances-related aspects of CTEL. Prior to his
association with CTEL, Swaroop co-founded a successful IT
systems integration company comprising of more than 150
personnel. He has over 35 years of experience in the field of
IT Services and Corporate Strategic Planning. Swaroop
holds an Electrical Engineering degree from Jawaharlal
Nehru Technological University, India. He is a member of
Audit Committee, Stakeholders Relationship Committee and
occupies Chairmanship of Finance Committee of the
Company.

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2022-33

Qualification Degree in Electrical Engineering from Jawaharlal Nehru

Technological University.
Experience He has more than 37 years of experience
Terms & Conditions of i. Consolidated Salary including House Rent Allowance: upto
appointment along with Rupees 90,00,000 per annum payable monthly.
Remuneration sought to be ii. Performance Bonus not exceeding 10,00,000 per annum
paid payable quarterly/half yearly or as may be determined by
the Board.
ii. Special allowance subject to limit of Rupees 10,00,000 per
annum
iii. Variable pay subject to limit of Rupees 15,00,000 per
annum.
iv. Perquisites, allowances, reimbursement of expenses,
other benefits, etc., respectively, as set out in detail herein
above.
The terms and conditions along with detailed remuneration
are as specified in Notice of 24th Annual General Meeting to
be conducted on September 27, 2023 and the same is
available on website of the Company i.e., www.ctepl.com.
Remuneration last drawn Remuneration drawn for the FY 2022-23 is INR 83,75,000/-
Disclosure of relationships Nil
between directors inter-
se/Relationship with other
Directors, Manager and other
Key Managerial Personnel of
the Company
Nature of his expertise in Statutory Compliances, Overseeing Operations, IT Services
specific functional areas and Corporate Strategic Planning
Number of Meetings of the 07
Board attended during the
year 2022-23
Names of Companies/LLP in Cambridge Technology Enterprises Limited, DS Unics
which he holds the Infotech Private Limited and CTE Web Apps Private Limited.
directorship
Names of Listed Companies in Cambridge Technology Enterprises Limited
which he holds the
directorship
Name of Listed entities from Nil
which he has resigned in the
past three years
Names of Companies He is a member of the following Committees of the Board of
(including Listed Companies) the Cambridge Technology Enterprises Limited (Listed
in which he holds the Entity) viz., Audit Committee, Stakeholders Relationship
membership of Committees Committee, Corporate Social Responsibility Committee and
of the Board Finance Committee.
Shareholding in the Company He holds 29200 Equity Shares (0.15%) of the Company.
including shareholding as a
beneficial owner

By the order of the Board

For Cambridge Technology Enterprises Limited
Sd/-
Hyderabad Ashish Bhattad
August 11, 2023 Company Secretary & Compliance Officer
M. No. A34781

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2022-33

Annexure - 1
As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015” or “Listing Regulations 2015”]
(as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute
of Company Secretaries of India, a statement containing the requisite details of Mr. Stefan
Hetges is given below:
Name of the Director Mr. Stefan Hetges
DIN 03339784
Date of Birth July 19, 1963
Date of first appointment on the Board November 15, 2010
Age 60 Years
Brief Resume Stefan joined Cambridge Technology as a part of
the acquisition of smartShift, the leading provider
of tool-based modernization of complex IT
systems. Stefan started his career as a consultant
at Cambridge Technology Group. Stefan acquired
the assets of i-Cube from Razorfish in a
management buyout and formed smartShift.
Qualification Masters in Computers from University of
Constance, Germany
Experience He has more than 30 years of experience
Terms & Conditions of appointment Appointed as Non – Executive Non Independent
along with Remuneration sought to be Director w.e.f May 14, 2015 and liable to retire by
paid rotation. He is eligible for Sitting fees for
attending Board and / or Committee Meetings.
Remuneration last drawn Sitting fees for attending Board Meetings for the
FY 2022-23 is INR 15,000/-. However, he waived
his right for receipt of the same.
Disclosure of relationships between Nil
directors inter-se/Relationship with
other Directors, Manager and other Key
Managerial Personnel of the Company
Nature of his expertise in specific Information Technology. Leading companies to
functional areas lower IT cost by optimizing, migrating or
transforming IT systems
Number of Meetings of the Board 01
attended during the year 2022-23
Names of Companies/LLP in which he Cambridge Technology Enterprises Limited,
holds the directorship smartShift Technologies Private Limited,
smartShift GMBH and smartShift AG
Names of listed entities in which he Cambridge Technology Enterprises Limited
holds the directorship
Name of Listed entities from which he Nil
has resigned in the past three years
Names of Companies (including Listed Nil
Companies) in which he holds the
membership of Committees of the Board
Shareholding in the Company including Mr. Stefan Hetges does not hold any shares in the
shareholding as a beneficial owner Company directly. He is a member and director of
smartShift AG, which is a shareholder of the
company holding 20,06,100 (10.22%) equity
shares of the Company.

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CORPORATE INFORMATION

BOARD OF DIRECTORS
1. Mr. Dharani Raghurama Swaroop - Whole – Time Director
2. Mr. Chirravuri Subrahmanya Leeladhar – Executive Director & Chief Financial Officer
3. Mrs. Jayalakshmi Kumari Kanukollu - Independent Director
4. Mr. Sridhar Lalpet - Independent Director
5. Mr. Stefan Hetges - Non-Executive Director
6. Ms. Manjula Aleti – Independent Director
7. Amudala Sreeramulu Nageswar Rao - Independent Director
8. Mr. Srinivas Medepalli - Independent Director

MANAGEMENT TEAM
1. Mr. Dharani Raghurama Swaroop - Whole – Time Director
2. Mr. Chirravuri Subrahmanya Leeladhar – Executive Director & Chief Financial Officer
3. Mr. Sanjiv Nathwani – Chief Business Officer, Cambridge Technology Inc., USA
4. Mr. Raghavan Madabhushi – Senior Vice President
5. Nitin Tyagi - Senior Vice President - Enterprise Solutions, Cambridge Technology Inc., USA
6. Sudip Kar - Senior Vice President – Delivery, Cambridge Technology Inc., USA

CFO & COMPANY SECRETARY

Chirravuri Subrahmanya Leeladhar – Executive Director & Chief Financial Officer
Ashish Bhattad – Company Secretary & Compliance Officer

REGISTERED & CORPORATE OFFICE

Cambridge Technology Enterprises Limited
Capital Park, 4th Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29, Survey No.72,
Image Gardens Road, Madhapur, Hyderabad – 500081, Telangana State, India.
Tel: +91-40-67234400 Fax: +91-40-67234800
URL: https://www.ctepl.com/
E-mail ID: investors@ctepl.com; cte_secretarial@ctepl.com
CIN: L72200TG1999PLC030997

BANKERS
HDFC Bank Limited, Kotak Mahindra Bank Limited, Citi Bank N.A., IDBI Bank Limited & Axis
Bank Limited

STATUTORY AUDITORS
B R A N D & Associates LLP, Chartered Accountants
Ground Floor, Sri Durga Nilayam, Plot – 622, Aurora Colony,
Banjara Hills, Hyderabad - 500 034, Telangana State, India

INTERNAL AUDITORS
M. Anandam & Co., Chartered Accountants
7 ‘A’ Surya Towers, Sardar Patel Road,
Secunderabad - 500 003, Telangana State, India

REGISTRAR AND SHARE TRANSFER AGENTS

Aarthi Consultants Private Ltd
CIN: U74140TG1992PTC014044
SEBI Registration No. INR000000379
1-2-285, Domalguda, Hyderabad – 500 029, Telangana.
Tel: +91-40-27638111; Fax +91-40-27632184
info@aarthiconsultants.com
Website: http://www.aarthiconsultants.com/

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 CAMBRIDGE
TECHNOLOGY

Cambridge Technology Enterprises Limited

CIN: L72200TG1999PLC030997
Capital Park, 4th Floor, Unit No. 403B & 404, Plot No.
1-98/4/1-13, 28 & 29, Survey No. 72, Image Gardens Road,
Madhapur, Hyderabad 500 081, Telangana, India

investors@ctepl.com
www.ctepl.com
+ 91 40 67234400
+91-40-67234800

209