ABM Knowledgeware Ltd

To the Members of

ABM KNOWLEDGEWARE LIMITED

Your Director's are delighted to present the 32^nd Annual Report of the Company along with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED) AND DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO THE OPERATIONAL PERFORMANCE:

('Rs In Lakhs)

The performance of the Company, in terms of revenue and profit has improved. The Company focused on the execution of the orders on hand, which has resulted in improved performance. The Company's Cybersecurity subsidiary has shown substantial growth and profits compared to previous years.

2. OPERATIONS OF THE COMPANY:

Operations of the Company have now spread in India as well as abroad due to the associate Company Scanit Technologies INC, USA. There has not been any other significant change in the Company's operations compared to last year. Currently many projects are in the implementation stage in states like Andhra Pradesh, Haryana, J & K, UP, Odisha, Himachal Pradesh, Maharashtra, etc.

3. DIVIDEND :

Your Director's are pleased to recommend a Final dividend @ 25% i.e. ' 1.25/- per Equity Share of Face Value of '5/- each for the Financial Year ended 31^st March, 2025. The payment of Final Dividend is subject to the approval of Members at the 32^nd Annual General Meeting (“AGM”) of the Company. The dividend if approved, by the members will be paid on or before 27^th September, 2025, to the members whose names appear in the Register of Members, as on the Record Date.

The Dividend if approved, would involve a cash outflow of ' 2,50,02,750/-. In view of the changes made under the Income- tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. You r Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

4. TRANSFER TO RESERVES :

Your Director's do not propose to transfer any amount to the General Reserve out of the current year's profit.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, '4,43,261.25 /- of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL:

As on 31^st March, 2025 the Authorized share capital of your Company was ' 12,50,00,000/- consisting of 2,50,00,000 Equity Shares of ' 5/- each and paid up equity share capital was 10,24,15,000/- consisting of 2,00,02,200 fully paid up equity shares and 6,97,800 forfeited equity shares of ' 5/- each.

During the year under review, the Company has not issued any shares or Bonus shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares. The Company has not bought back any of its equity shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act or the Listing Regulations. In accordance with the provisions of the Section 152 of the Act, with the Rules made thereunder, Mrs. Supriya P Rane, Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered her candidature for re-appointment.

The Company has received the following declarations from all the Independent Directors of the Company under the provision of Section 149 (6) of the Companies Act, 2013, confirming that:

a) they meet the criteria of independence prescribed under the provisions of the Act, read with the Rules made thereunder and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b) they have complied with the Code for Independent Director's prescribed under Schedule IV of the Act; and

c) they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board also take on record the declarations and confirmations submitted by the Independent Directors.

In the opinion of the Board, all Independent Director's possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report. As per the provisions of this Act, the Independent Directors are not liable to retire by rotation. Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Director proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Prakash B. Rane, Managing Director; Mr. Paresh Golatkar, Chief Financial Officer and Mrs. Sarika Ghanekar, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company as on 31^st March, 2025.

During the year under review, there were no changes in the Directors and Key Managerial Personnel of the Company, except that Mr. Sharadchandra Abhyankar completed his second term as an Independent Director on 16^th August, 2024. He was thereafter appointed as an Additional Non-Executive, Non-Independent Director with effect from 17^th August, 2024.

Further, Mr. Punit Jain, Independent Director of the Company, is due to complete his first term of five consecutive years on 03^rd September, 2025. The Board of Directors in there meeting dated 23^rd May, 2025 and based on the recommendation of the Nomination and Remuneration Committee, proposes to re-appoint him for a second term of five consecutive years commencing from 04^th September, 2025, subject to the approval of shareholders at the ensuing Annual General Meeting.

8. POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION, BOARD EVALUATION AND DETAILS OF FAMILIARISATION PROGRAMS:

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees, forms part of the Corporate Governance Report of this Annual Report. Annual Board Evaluation process for Directors has also been provided under the Report on Corporate Governance.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at The Company has issued a formal letter of appointment to the Independent Director in the manner as provided in the Companies Act, 2013. The terms and conditions of the appointment have been disclosed on the website of the Company.

9. MEETINGS :

During the year Six (6) Board Meetings and Five (5) Audit Committee Meetings were convened and held. For the details of the meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

InstaSafe Technologies Private Limited (“InstaSafe”) continues to be classified as a Material Subsidiary of ABM as on 31^st March, 2025. Renowned for its cutting-edge, cloud-based Security-as-a-Service solutions, InstaSafe empowers enterprises with comprehensive and uncompromising cybersecurity, enabling mobile and remote workforces to securely access corporate applications, email, and web resources from any device, over any network, and from any location. Further strengthening its global footprint, InstaSafe operates through its wholly owned subsidiary, InstaSafe Inc., incorporated in the State of Delaware, United States of America.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary company in Form AOC-1 is attached herewith. The separate audited financial statements in respect of the subsidiary company are available on the website of the Company at Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

Scanit Technologies INC, has continued to become the Associate Company of ABM. As on 31^st March, 2025, the Company does not have any Joint ventu re.

11. PERFORMANCE OF SUBSIDIARY COMPANIES AND ASSOCIATE COMPANY:

InstaSafe achieved significant progress in FY 2024 by intensifying its focus on Zero Trust Security and cloud-native access solutions. This strategic direction strengthened its position as a trusted cybersecurity partner, earning recognition from leading analyst firms like GigaOm and Quadrant Knowledge Solutions. Customer satisfaction was validated through multiple G2 accolades, including "High Performer - Fall 2024." Major client acquisitions like LIC, Bajaj, GTC Group,

NHPC, and leading private sector Bank demonstrated growing market influence. The Website V2.0 launch further highlighted InstaSafe's commitment to user experience and security excellence, achieving an A+ security rating.

India's cybersecurity market presents substantial growth potential, valued at over USD 5 billion in 2024 and projected to triple by 2034. InstaSafe's Zero Trust Network Access specialization aligns perfectly with this expansion, particularly as enterprises increase cybersecurity budgets-16% planning significant hikes in 2025. The BFSI sector, a core client segment, faces heightened cyberattack risks, driving demand for InstaSafe's solutions.

Immediate challenges include AI-powered threats targeting 72% of Indian organizations. Cybersecurity talent shortages are being addressed by plans to double the workforce through strategic hiring. Intensifying market competition is met with differentiation through simplified deployment and superior user experience as specified in the section of Risk Management.

Medium-term considerations involve regulatory evolution under India's Digital Personal Data Protection Act and emerging quantum computing threats. InstaSafe is proactively developing compliance-by-design features and researching quantum-resistant protocols to maintain leadership.

Growth opportunities are accelerating through enterprise digital transformation, increased government cybersecurity budgets, and partnership expansion. InstaSafe will capitalize by broadening geographic reach into international markets, diversifying its product portfolio, and enhancing capabilities.

For FY 2025, InstaSafe targets sustainable double-digit revenue growth by leveraging cloud-native advantages in SME/mid-market segments. Strategic priorities include aggressive talent acquisition, Zero Trust platform capability enhancement, and measured success through deployment efficiency, customer satisfaction metrics, and market share gains. The Company stands at a pivotal moment—positioned to capture significant market share in India's cybersecurity sector while establishing foundations for global expansion through GTM expansion and customer-centric excellence.

Scanit's current strategy is to create a footprint on as many continents as possible to increase the potential for adoption by establishing customer conviction in the technology brief overview of the outcomes in the last few quarters of kicking off a focused GTM effort to deepen Scanit's presence in the USA and expand globally are given below. This is in line with the current strategy. (Some of the names are anonymised due to NDAs)

United States:

• Scanit continues to expand with its repeat, marquee customers including leading agri-input companies.

• The Technology is beefed to detect white mold (Sclerotinia Sclerotium), a disease-causing $320M+ in crop loss annually for soybeans, starting in the 2025 season.

• Constellations Brands, a multi-billion-dollar conglomerate, has renewed and expanded the acres of their vineyards under monitoring in 2025. They completed a commercial pilot in 2024 using Scanit's tech to streamline scouting, time their sprays and help with meeting ESG goals in To Kalon Vineyards in Napa Valley, one of the largest and most lucrative grape growing regions in the world.

• Begun commercial pilots with 3 new marquee vineyards in Napa Valley owned by The Donum Estate and Chimney Rock Winery. Inducted into Napa Valley Grape Grower Association.

• Kicked off Commercial Pilot with Beck's Hybrids, 3^rd largest corn seed brand in the US.

• Signed first partnership and commercial pilot with a large drone spray company in US Midwest (a subsidiary of Heinen Bros Ag).

• Bayer Crop Science, after concluding an encouraging multi-year research, is now considering rolling out the technology for their seed corn farms.

• Added a new Business Development Partner in the US Midwest to further boost sales in the region.

• Signed agreement with multi-million-dollar AI based Drone Imagery company to pitch joint value proposition to B2B customers.

• On the human health side, we have showcased our data to the world's largest search engine company for evaluating efficacy of our technology from our pilot on a Human Allergy Network in the San Francisco Bay Area. They have encouraged us to approach their Indian counterparts.

• Here are some testimonials from our customers:

- Oliver Guth (VP, Global R&D Precision Ag Technology Lead at Bayer) and Xiaobo Zhou (Phenotypic Data Innovation Lead and Science Fellow at Bayer).

Canada:

• Scanit has begun discussions with a provincial governmental body with a goal to jointly propose Scanit working with a leading telecom operator to provide a public sentinel network of Scanit Sporecams™ capable of autonomously detecting airborne disease for crops like Canola and Potatoes.

Europe:

• A very large Japanese Tractor Company has placed repeat order for second year in succession for trialing of Scanit Tech in early detection of Downy Mildew in Vineyards.

• Begun commercial partnership with our value-added partner in Europe in Wheat and training the device to learn Apple diseases. Vision is to integrate data with ~500 weather stations for more accurate disease prediction.

• Concluded trials with a leading agri-input company in Netherlands for Roses in an indoor environment. They were able to see improvement in yield quality using Scanit data-guided sprays versus traditional spray methods. This

strengthens and validates the efficacy of the Scanit in a different condition and in premium crops.

• Scanit has recently concluded trials for wheat in France by a multi-national fungicide company where they observed statistically significant correlation between visible crop damage that was manually inspected and high spore count data that Scanit autonomously collected.

• Added new Business Development Partner in Italy to boost sales in the region known for their vineyards.

Latin America:

• We are currently in preliminary discussion with an international corporation of Guatemalan origin about investing in Scanit tech to trial Bananas, Coffee, and Roses. They are leaders in a complete line of agricultural inputs, digital agriculture and other business lines in Central America, Colombia and Ecuador.

Africa:

• Renewed the Reseller Agreement with an influential reseller in South Africa named QMS that renders a variety of applied professional services in the field of plant pathology, entomology, nematology, microbiology and other related services. This is for citrus crops like Orange, and others like Cannabis and Corn.

India:

• Secured partnership with India's largest Agri-tech company. Successful validation of technology established in Nashik for Grapes.

• Won an award and were recognized by Central Govt. and Govt. of Maharashtra in India's first international Agri- Hackathon by outqualifying hundreds of applicants.

• Ongoing pilots with large Corporate and Progressive farmers have already earned their trust in the data - “Before there was no way for me to tell if my farm is safe from disease coming through neighboring farms. Now I can!”This is a representative comment.

• We are pursuing Asia's largest telecom provider in India for marketing the Scanit technology in coming season after their initial keen interest in the Scanit.

• Officially onboarded onto Nandan Nilekani led initiative for Unified Krishi Interface (UKI).

Mexico and El Salvador:

• New geos added to testing of Technology by global giant Bayer Crop Science.

Research and Development:

• In addition to ongoing product improvement in Scanit, we have ongoing experiments with two globally reputed Universities in Agriculture, namely Purdue University and the University of Nebraska Lincoln. Both Universities are seeing positive results.

• Early-stage discussions with University of Merced for testing the technology for area-wide detection of Valley Fever in the human health space.

12. STATUTORY AUDITORS & AUDITORS' REPORT:

In terms of provisions of Section 139 of the Act, M/s. A P Sanzgiri & Co, Chartered Accountants, Mumbai, (Firm

Registration number: 116293W) were re-appointed as Statutory Auditors of the Company at the 31^st Annual General

Meeting (AGM) held on 07^th August, 2024 to hold the office till the conclusion of 36^th AGM of the Company. M/s. A P Sanzgiri & Co. have confirmed that they have not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria. The Report given by the Statutory Auditors on the Financial Statements of the Company is part of Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. Hence, it is an unmodified opinion in terms of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. SECRETARIAL AUDITOR & AUDITOR'S REPORT:

In line with the requirement of Section 204 of the Companies Act, 2013, the Company has undertaken Secretarial Audit for the Financial Year 2024-2025 which, inter-alia, includes audit of compliance with the Act and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Board at its meeting held on 13^th February, 2025 had appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report issued by Mr. Upendra Shukla in Form No. MR-3 forms part of this Annual Report and is an Annexure to the Annual Report. The Secretarial Audit Report and Secretarial Compliance Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The Board of Directors, at its meeting held on 23^rd May, 2025, based on the recommendation of the Audit Committee, has considered, approved and recommended to the Members of the Company the appointment of Mr. Upendra Shukla as the Secretarial Auditor of the Company. The proposed appointment is for a term of 5(five) consecutive financial years, commencing from Financial Year 2025-26 to the Financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditor from time to time. Mr. Upendra Shukla has confirmed that he is not disqualified from being appointed as the Secretarial Auditor of the Company and meets the eligibility criteria prescribed under the provisions of the Act and the rules made thereunder. For further details on the proposed appointment of Secretarial Auditor, Members are requested to refer to the Notice of the 32^nd Annual General Meeting.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has generally complied with all applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and dividend.

15. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures 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 disclosures.

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. The Management duly considers and takes appropriate action on recommendations made by the Statutory Auditors, Internal Auditors and Audit Committee of the Board of Directors. The Board, based on the recommendation of the Audit Committee, at its meeting

held on 13^th February, 2025 appointed M/s. S.P Sule & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2024-2025.

16. CORPORATE GOVERNANCE:

The Company places strong emphasis on upholding high standards of Corporate Governance. It understands that effective governance fosters transparency and accountability, which in turn bolster the organization's reputation and trustworthiness. Furthermore, the Company has put in place various leading governance practices and adheres strictly to the governance requirements provided under the Companies Act, 2013 and listing regulations.

A separate Report on Corporate Governance together with Auditor's Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. The said certificate is signed by Mr. Prakash B. Rane, Managing Director and Mr. Paresh Golatkar, Chief Financial Officer of the Company.

17. EMPLOYEE STOCK OPTION SCHEME:

In 2024, based on the approval of the Shareholders vide resolution dated 07^th August, 2024 the Company introduced the ABM Employee Stock Option Scheme 2024 (“ESOS 2024”). The Scheme aims to attract and retain talented employees, motivate them with incentives and rewards, achieve sustained growth and shareholder value by aligning employee interests with long-term wealth creation and foster a sense of ownership and participation among employees. The ABM ESOS 2024 scheme instituted by the Company, in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). Relevant disclosures in accordance with SBEB Regulations have been uploaded on the Company's website. Additionally, the Company has obtained a certificate from the Secretarial Auditor confirming that the Scheme has been formulated and approved in accordance with the applicable provisions of SBEB regulations. Furthermore, the Company has adhered to the applicable accounting standards in this regard.

The Company applied to BSE Limited on March 24, 2025, seeking in-principle approval for the ESOS 2024. As of the date of this report, the in-principle approval from the BSE is awaited, and therefore no options under the ESOS 2024 have been granted to any employee.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Industry Structure and Development:

• In the Union Budget 2025-26, the Indian Government allocated '26,026.25 crore to the Ministry of Electronics and Information Technology (MeitY) with a strategic focus on advancing digital infrastructure, cybersecurity and e-Governance initiatives. The objective is expanding digital public infrastructure, enhancing cybersecurity capabilities and promote AI and semi-conductor ecosystems with a sharp focus on bridging the digital divide, especially in rural areas. There are various programs under which these allocations are made. Some of these programs are Digital India Programme ('2,255.25 crore), Electronic Governance ('1,538.34 crore) Cybersecurity Projects ('255 crore). Promotion of IT / ITeS Industries ('1,183.56 crore), R&D in IT / Electronics ('445 crore), India AI Mission ('712 crore) and Semi-conductor and Display Manufacturing ('1,249.75 crore). In addition, there are further budgets allocated by State Govts, Local bodies, PSUs etc.

The advent and fast growth of AI is adding a new dimension in the IT Industry worldwide and companies are working tirelessly to adjust the business strategies to face the impact of large-scale adoption of AI by customers world-wide. The following are the Key Development Trends in the Industry:

• AI & Automation: Central to workflow transformation and innovation

• Cloud & SaaS: Dominant delivery models for scalable IT solutions

• 5G & IoT: Driving demand for edge computing and real-time data processing

• Cybersecurity: Rising investment due to increased data breaches

• Skills Evolution: High demand for digital skills in AI, data science, and cybersecurity However, the industry faces a few Challenges dominated by the following top three challenges.

• Talent Shortage: Skill gaps in emerging technologies

• Regulatory Complexity: Data privacy and cross-border compliance

• Economic Volatility and geopolitical tensions: Impacting investment cycles

In general IT industry is poised for sustained growth, with technology becoming more and more a core enabler of business strategy and innovation. ABM operates in the three domains i.e. E-governance, cybersecurity and Agri-tech. All these sectors are in line with the current industry trend. Cybersecurity and Agri-tech operate in the cutting-edge technologies thereby providing opportunities for higher growth.

B. Existing Opportunities and Outlook:

ABM specializes in e-Governance solutions with a focus on Urban Administration. Our flagship proprietary framework MAINet™ is open-source and tailored for municipal operations. ABM is an empaneled partner for UPYOG, a Government of India initiative for urban governance.

ABM's prevailing Business Focus and status is as under:

• Municipal Solutions: Our offerings include MAINet, UPYOG, COTS implementations.

• Smart Cities: We are serving 1500+ municipalities and 30+ smart cities.

• Technical Manpower Augmentation Services: It has gained traction post-COVID.

ABM has been evaluating options to de-risk the single geography (India) and Single vertical (Urban Administration and Govt) since past few years. The acquisition of a Cybersecurity company in Bengaluru and Agritech start up in the Silicon Valley USA are a part of the same strategy.

ABM has been noticing some trends in its e-governance business (Urban Administration) for some time those are as under :

• Urban e-Governance market is getting saturated with local players who don't have experience of successful implementation of project and use pricing as winning strategy.

• There is a shift in customer priorities toward quick, visible results avoiding hard work required to create a strong foundation of Data and reengineered processes.

• Custom development projects face delays and payment issues.

• Account mining is yielding limited success due to procurement process and budget constraints for enhancing budgets for contracted projects.

The business strategy to tackle these trends are discussed in the subsequent section in the MDA.

C. BusinessThreats:

ABM is operating in three segments. E-governance, Cybersecurity and Agri-tech. All these segments have high potential and funding support from Govt as well as private sector as mention earlier while discussing Industry structure.

There are segment specific as well as generic threats. The generic threats would be more from external factors like economy, geo political tensions and disruption being caused due to these factors as well as fast evolution of technology such as AI and Quantum computing.

The segment specific threats can be summarized as under:

1. E-Governance Threats

ABM's E-governance offerings involve digital platforms for public services and government operations which has some inherent threats.

• Cyberattacks: Targeted attacks like ransomware, DDoS, and data breaches can disrupt services and compromise sensitive citizen data. ABM take due precautions in the IT infrastructure if a part of its scope of work by selecting reputed vendors for IT Infra components, regular CERT-IN certifications etc. Many of the govt. contracts have built in provisions to address these threats. Even where IT Infra is not in ABM's scope, care is taken to keep alerting customers about the threats and necessity to take appropriate actions. Any incidents of breach are conveyed to all the customers once known by us just to keep them alerted.

• Data Privacy Violations: Mishandling of personal data can lead to legal and reputational damage. Currently there are no specific Data Privacy processes but the access rights and various other authorizations in the application software, regular VAPT help is containing the threat. ABM follows a strict policy for handling customer data for its onsite and offshore employees working on the projects.

• Regulatory Compliance: Constantly evolving laws (e.g., GDPR, data localization) can be hard to keep up with. ABM's current core business is domestic. However, these aspects will become relevant in the Agri-tech business which operates “Data as a Service” model.

• Political Risks: Changes in government or policy can affect funding, priorities or continuity of projects.

2. AgritechThreats

ABM's associate company Scanit Technologies uses ML / AI based technology to minimise crop losses due to airborne pathogens during growing and post-harvest stages. It can face the following threats:

• Climate Variability: Unpredictable weather patterns can reduce the effectiveness of predictive models and tech solutions using the data from Scanit platform. However, Scanit's core offering is “Data Subscription” for detecting airborne pathogens. Use of the data for such predictive model is one of the uses of the data. There are multiple types of organisations who need such data. Hence the impact of this threat is limited in nature.

• Adoption Resistance: Farmers are generally hesitant to adopt new technologies due to cost, lack of training, or cultural factors. These are being addressed by working with ag-retailers, FPOs, Pilot implementations, validations by credible global organisations etc. Any innovative technology undergoes a cycle of doubts, validations and finally

convincing value proposition. Significant efforts are needed to undergo the cycle and it poses a business risk funding such long cycles.

• Data Security: Sensitive data on land use, crop yields, and farmer profiles must be protected. Scanit has inhouse methods of protecting data and this is something which will need constant watch and updating of the strategy.

3. Cybersecurity Threats

ABM's subsidiary, InstaSafe, is in the core business of providing secured access to enterprises from remote users. This business can face the following threats:

• Advanced Persistent Threats (APTs): Sophisticated, long-term attacks often backed by nation-states requiring constant updating of the methods used for controlling access.

• Zero-Day Vulnerabilities: Unknown flaws in software that can be exploited before a fix is available. This can be minimised by thorough testing and certifications from credible agencies.

• Talent Shortage: High demand for skilled professionals makes hiring and retention difficult. One of the ways to address this is to constantly build a pool of freshers and train them in addition to continuously looking for lateral recruitments.

• Rapid Tech Evolution: Constantly changing threat landscape requires continuous innovation and hence investments.

• Reputational Risk: A breach in a cybersecurity firm can severely damage trust and credibility.

D. Business Strategies and Planning :

As mentioned in the Existing Opportunities and Outlook section, ABM is experiencing some constraints in growing the core segment of e-governance business.

To address these aspects ABM is planning a strategic shift in approach with increasing Focus on solutions with more predictable implementation cycles and recurring revenue, explore non-hardware-based solutions like smart classes and LMS (Learning Management Systems) and Targeting departments with budget-approved schemes (Agritech, education, tourism, Samagra Shiksha).

The implementation strategy is being tweaked by collaborating with trusted partners having strong financials, proven track record and ethical alignment instead of solely using ABM's inhouse resources for implementation of the projects.

The solution offerings are being widened with Key offerings include such as:

• OBPAS (Online Building Plan Approval)

• DEAS (Migration to Double Entry Accounting System)

• Smart classrooms, LMS (Learning Management Systems)

• Power Sector and Oracle ERP migration

• Agri-tech

The initial outcome of the changes strategy is yielding a fair outcome with wins in the areas of OBPAS, DEAS, LMS, Oracle implementation.

This strategy will be pursued during current year including high focus in promoting Scanit offerings in India.

E. Human Resource Management :

ABM's objective is to acquire, develop, utilize, and retain efficient employees for mutually rewarding associations.

ABM thus continues to stay on course with its approach to human capital management by supporting and enhancing the organization's goals and objectives. This involves a range of strategic interventions and activities such as:

• InclusiveWork Culture:

Promoting diversity and inclusion within the workplace to ensure all employees feel valued and respected.

• Employee Motivation:

Implementing various engagement programs and initiatives that boost employee morale, satisfaction, and productivity.

• Learning and Development:

Providing continuous training and development opportunities to help employees grow their skills and advance their careers.

ABM has always believed in upskilling and reskilling employees to prepare for current changes. These activities also help businesses handle fast-approaching developments that require more agility. The company has renamed training sessions as workshops to maximize the benefits of quality learning interventions. A workshop is an interactive meeting where a group of people engages in activities to solve a problem or work on an assignment using various tools and techniques.

During the financial year 2024-25, ABM initiated multiple workshops for employees in various roles. These workshops have not only enhanced employee skills but also improved the quality of support provided to our clients. Additionally, these enhanced employee capabilities are helping the organization sustain existing business and seize new opportunities. The workshops were delivered both online and offline.

To name a few, below were the workshops:

• Power BI

• React Native

• Test case Review Checklist

• CMMi Orientation

• Reward and Recognition:

At ABM, rewards and recognition play a vital role in fostering a positive work environment and encouraging employee engagement. ABM's rewards and recognition program include several key initiatives:

Recognition Events: ABM regularly hosts events to celebrate and honour employees who have made significant contributions. These events, such as the Rewards & Recognition event, highlight the achievements of employees and recognize their hard work and dedication.

Award Categories: Employees are nominated and awarded in various categories, ensuring that different types of contributions are acknowledged. This includes awards for innovation, teamwork, leadership, customer service, and overall performance.

The said reward and recognition are aimed at:

• Recognize and reward employee's superior contributions on time and every time.

• Create a performance-based culture, and increase employee satisfaction, engagement & motivation.

• Retain critical employees and attract business-critical talent from the job market.

• Offer a better employee experience.

Below are the key rewards categories:

1. Employee of the Quarter - Gladiator

2. Employee of the Year - ACE

3. Customer Success Champion - CSC

4. Service Rewards - for the employees who have completed a specific no. of years of service viz. 3,5,10,15, 20 and 25.

• Employee Engagement:

Employee engagement is highly valued at ABM, aiming to connect all four pillars: Well-being, Company Culture, Learning and Development and Recognition. Engagement is linked to better mental and physical health. Engaged employees are generally happier and experience less stress, leading to a healthier workforce.

Interactions between team members, colleagues, and managers play an important role in this. It is about creating a sense of community and fostering a positive work culture where everyone feels valued and supported.

ABM continued to celebrate Happy Hour across different regions, including Bhopal, Delhi, Mumbai, and Raipur.

HR also organized multiple festivals and engagement events, namely:

• Health Check-up camp

• Dawat-e-Iftar

• Independence Day Celebration

• Ganesh Chaturthi

• Navratri Celebration

• Diwali celebration

• Christmas & NewYear celebration

• Women's day celebration

• Holi

• Gudi Padwa

• Open & Fair Work Environment:

ABM has always ensured to maintain an open and inclusive work environment through various policies & practices such as:

• Equal Opportunities & Non-Discrimination.

• Prevention of Sexual Harassment (POSH) policy.

• Open and transparent communication through various HR policies and employee forums. For E.g. Whistle-blower policy, Team meetings, 1-on-1 discussions.

• Equal opportunity for employees to learn and grow within the organization.

• Staff Augmentation:

ABM has always believed in and continues to leverage its strength in the e-governance domain by providing quality manpower to various PSUs, state government agencies, and private IT companies. Staff augmentation at ABM acts as a bridge between the available talent pool with the required skills and the availability of short-term and long-term positions in the market. Staff augmentation is increasingly becoming the most sought-after recruitment model as it offers workforce flexibility. This approach facilitates faster recruitment for defined projects as per RFP, thereby expanding the team as needed.

ABM has assisted multiple clients in staff augmentation, viz:

1. Madhya Pradesh State Electronics Development Corporation (MPSEDC / MAP - IT)

2. Maharashtra Information Technology (MAHA-IT)

3. Chhattisgarh Infotech Promotion Society (CHIPS)

4. National Informatics Centre Services Incorporated (NICSI)

• Headcount :

* excludes full time associates.

• Key Financial Ratios:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) Amendment Regulations 2018, the Company is required to give details of significant changes (changes of 25% or more as compared to the immediately previous financial year) in key financial ratios. There are no significant changes in the key financial ratios that are identified by the Company, below are the details.

Standalone ratios

Consolidated ratios

19. RISK MANAGEMENT:

The Company has developed and adopted a Risk Management Policy that ensures the appropriate management of risks in line with its internal systems and culture. The Company perceives risk management as a means of value optimization. The company also recognizes the importance of internal controls and risk management in sustaining business continuity. The Company endeavors to make risk management and control essential components of the business environment exposed to different modalities of risks arising from internal and external sources. Risks are assessed department-wise

such as financial risks, information technology-related risks, legal risks, accounting fraud, etc. It further assists the Board in fulfilling its corporate governance oversight responsibilities about identifying, evaluating and mitigating operational, strategic, and external environment risks.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

The following elements of risks can impact the performance of the Company:

1. Modification in the Core Business Model: As discussed earlier ABM is changing its implementation and solution strategy. These strategies would need a minimum of a couple of years to bear fruit and can impact revenues as well as profitability.

2. Scanit Technologies: The global traction for Scanit Technologies platform is extremely encouraging. However, there is a risk of more time required for a repeatable and scalable model to evolve. ABM investment will provide funds for Scanit to manage its operations for some period, but it will necessary that Scanit becomes self-sufficient within that period. Till such time there will be negative impact on the ABM financials. Scanit is currently facing challenges due sizeable hit to revenue due to non-renewal of large customer in the row crop segment due to tough market conditions and delay in identifying and hiring Sales Talent, which is currently affecting sales bandwidth.

Other risk outlined earlier still remain relevant. These include the risk of fast evolving technologies, supply side risk of talent acquisition, impact on operation efficiency due to modified solution and implementation strategy and reputation risk associated project performance.

20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT:

No planned material changes or commitments made by Company will affect the Company's financial position during the period mentioned above except the continued investment in the Silicon Valley based Agri tech company as mentioned earlier.

21 . CODE OF CONDUCT :

The Company has adopted the Code of Conduct and ethics for all Board Members and Senior Management and this is strictly adhered to. A copy of the Code of Conduct is available on the website of the Company. In addition, members of the Board and Senior Management also submit, on an annual basis, the details of individuals to whom they are related and entities in which they hold interest and such disclosures are placed before the Board. The members of the Board inform the Company of any change in their directorship (s), chairmanship(s) / membership (s) of the Committees, in accordance with the requirements of the Companies Act, 2013 and Listing Regulations.

The members of the Board and Senior Management have affirmed their compliance with the code and a declaration signed by the Managing Director and Chief Financial officer is annexed to this report.

22. AUDIT COMMITTEE COMPOSITION :

The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other matters as prescribed by the Board from time to time. The Constitution, meetings, attendance and other details of the Audit Committee are given in the Corporate Governance Report which is part of the Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

23. VIGIL MECHANISM :

The Company has established a vigil mechanism in the form of a Whistle Blower Policy for Directors and employees of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud, and violation of the Company's Code of Conduct or other policies of the Company, details of which are provided in Corporate Governance Report, which form part of this report.

As per the requirements of Schedule V of the Listing Regulations, the Company confirms that no personnel have been denied access to the Audit Committee. Furthermore, there were no complaints reported during the year under the vigil mechanism. The Whistle Blower Policy is available on the website of the Company.

24. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has in place a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, the disclosure requirements and procedure thereto. The Company endeavors to preserve the confidentiality of Unpublished Price Sensitive Information and to prevent misuse of such information. With respect to this, the Company has also developed a Code for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information. This code is prepared in accordance with Regulation 9 (1) and Schedule B of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2020. The Company regularly reminds the Employees about their obligation under the policies and also informs about prevention of insider trading into the secu rities of the Company.

The Company Secretary is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

25. RELATED PARTY TRANSACTIONS:

In line with requirement of the Companies Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction (RPT Policy) which is also available at Company's website The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. During the year, the Board approved amendment to the RPT Policy at its meeting on 13^th February, 2025 based on the Audit Committee's recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

All related party transactions are placed before the Audit Committee for approval for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis, which is reviewed and updated on quarterly basis. None of the Directors of the Company have any significant pecuniary relationships or transactions with the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

26. ANNUAL RETURN:

As required, pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2024-25, is available on the Company's website at

27. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility activities at ABM encompasses much more than social outreach programmes. The Company believes that CSR is a way of creating shared value and contributing to social and environmental good. With this philosophy, the CSR activities of the Company is centred around health, education, environment and livelihood. Aligning with its vision, your Company has been continuing to increase value in the society in which it operates, through its services and CSR initiatives, so as to stimulate well-being for the society, in fulfilment of its role as a responsible corporate citizen.

The Board has constituted a Corporate Social Responsibility Committee to oversee and monitor the CSR activities of the Company. The composition and other details of the CSR Committee and its meetings are detailed in the Report on Corporate Governance, forming part of this Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy which is published on its website

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. The Particulars of investments have been disclosed in the Financial Statements.

29. PREVENTION OF SEXUAL HARASSMENT (POSH) AT WORKPLACE:

The Company is committed to ensuring that all employees work in an environment that not only promotes diversity and equality but also mutual trust, equal opportunity and respect for human rights. The Company is also committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment.

The Company has adopted a Policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules thereunder. The Company has also formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace. While maintaining the highest governance norms, the Company has appointed external independent person who works in this area and has the requisite experience in handling such matters, as member of Internal Complaints Committee. The Company has ensured a wide dissemination of the Policy and have conducted various online/offline training sessions and awareness programmes for all employees across the Company. The Company has not received any complaint of sexual harassment during the financial year 2024-2025.

30. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure to this Report. Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5 (2) and 5(3) of the Rules, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

31. CONSERVATION OF ENERGY:

Your Company consumes energy mainly for the operation of its software development, thus the consumption of electricity is negligible. In order to conserve the electricity, the air conditioners are kept at a moderate temperature and all the electrical equipment are tu rned off, whenever they are not required by the office staff.

32. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION AND RESEARCH AND DEVELOPMENT:

ABM is building competence in new areas like Digital Technologies, Microservices etc. There is no specific budget for R and D, however continuous technological improvement of flagship solutions is being done regularly. ABM will be spending a certain amount on the adoption of Scanit Technologies INC., towards R&D on new pathogens and pilot implementation for the easy adoption of these innovative technologies.

33. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below

* Foreign Exchange Outgo for the current year includes investment in Scanit Technologies INC (“Scanit”), California, Silicon Valley, USA.

34. LISTING FEES:

The equity shares of the Company are listed on The BSE Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

35. OTHER DISCLOSURES:

During the year under review:

• no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company or its operations;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution; the requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reason thereof, is not applicable.

• no public deposits as defined under Chapter V of the Act have been accepted by the Company, nor any default made in payment in repayment of deposits or payment of interest thereon during the year. Also, there were no loan received from the Directors of the Company.

• there has been no change in the nature of business of the Company.

36. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Board of Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act and 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

37. ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record its sincere gratitude to the Shareholders, Business Associates, Clients, Vendors, Banks, Financial Institutions, Central and State Government Organizations, Regulatory Authorities and Stock Exchange for their continued trust, support and cooperation. Their invaluable contributions have been instrumental in the Company's growth and success, and Board looks forward to nurturing and strengthening these enduring relationships in the years ahead.

The Board also extends its heartfelt appreciation to all employees at every level of the organization for their unwavering commitment, diligence, teamwork and dedication throughout the year. Their collective efforts and spirit of solidarity have been key drivers of the Company's achievements.