Containe Technologies Ltd

To

The Members

Containe Technologies Limited

Your Directors take pleasure in presenting the Sixteenth (16th)Annual Report together with the Audited Balance Sheet and the Statement of Profit or Loss for the period ended 31st March 2024 along with the Report of the Board & Statutory Auditors of your Company.

1. FINANCIAL RESULTS:

The Company's financial performance, for the year ended 31st March 2024 is summarized below:

(Rupees in Thousands)

2. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

In the Financial Year 2023-24, the Company maintained its robust growth trajectory. We are pleased to report significant top-line growth, with revenues reaching Rs. 10,01,15,650/-, marking a remarkable increase of 112.24% compared to Rs. 4,71,71,410/- in the previous financial year. This achievement underscores our ability to leverage favorable market conditions, driven by operational excellence, heightened efficiency, and effective strategic execution.We are pleased to inform you that our Company has obtained government approvals from several state governments to operate its business.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no changes in the nature of its business

4. MATERIAL EVENTS DURING THE FINANCIAL YEAR:

During the year, the Company has obtained approval from its Board of Directors and Membersto issue fresh shares through Further Public Offer, in compliance with the provisions of Companies Act,2013, SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (LODR), and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR). The issue size of which is Rs. 20 Crores, inclusive of share premium, and the process is currently underway.

5. DIVIDEND:

The Board of Directors of the Company did not recommend any dividend during the Financial Year 2023-24 as they want to plough back the profits for the future developments of the Company.

6. CORPORATE GOVERNANCE REPORT:

The Company is an SME Listed Company as on the last day of the previous financial year. As such, according to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

7. TRANSFER TO RESERVES:

During the Financial Year under review, the Company has transferred Rs. 1,06,98,390 to the Statement of Profit & Loss account in Reserves & Surplus.

8. DEPOSITS:

During the financial year under review the Company has not accepted any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.

9. SHARE CAPITAL DETAILS:

a) The Authorized Share Capital of the Company is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each.

b) The Issued Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000 Equity Shares of Rs. 10/- each.

c) The Paid-up Share Capital of the Company is Rs. 6,24,40,000/- divided into 62,44,000 Equity Shares of Rs. 10/- each.

During the year there has been no change in the Authorized, Issued and Paid-up Capital of the Company and entire shares of the Company are in dematerialized form.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid during the last 7 years.

11. STATEMENT OF DEVIATION(S) OR VARIATION(S):

The proceeds of the money raised by Initial Public Offer during the Financial Year 2022-23 were fully utilized towards the objects as was stated in the prospectus.

12. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

There are no material changes and commitments that occurred subsequent to the date of the Financial Statement which can affect the financial position of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The following are the Directors and Key Managerial Personnel of the Company:

*Mr. Vijay Kumar Jogoda has resigned from the position of Chief Financial Officer w.e.f 5th April 2024 and Mr. Janardhan Mandala has been appointed as the Chief Financial Officer w.e.f 5th April 2024.

14. RETIREMENT BY ROTATION:

Pursuant to the provisions of section 152 of the Companies act, 2013, Mrs. Vijaykumari Botcha (DIN: 09475695), Director will retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The Board recommends her re-appointment. The relevant details including profile of Mrs. Vijayakumari Botcha is included separately in the Notice of the AGM forming part of this report.

15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:

During the Financial year 2023-24 there were no changes in the Directorships or Key Managerial Personnel of the Company.

However, after the closure of financial Year Mr. Vijay Kumar Jogoda has resigned from the position of Chief Financial Officer w.e.f 5th April 2024 and Mr. Janardhan Mandala has been appointed as the Chief Financial Officer w.e.f 5th April 2024.

16. COMMITTEES OF THE BOARD:

The Company constituted Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee to comply with the provisions of the Companies Act, 2013 and SEBI LODR Regulations,2015

1. AUDIT COMMITTEE:

The Audit Committee consists of:

1. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;

ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;

iii. Mrs. Vijayakumari Botcha, Non-Executive Director - Member.

All the recommendations made by the members of the Audit Committee were accepted by the Board.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of:

i. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Chairperson;

ii. Mr. Sunmeet Singh, Non-Executive, Independent Director - Member;

iii. Mrs. Vijayakumari Botcha, Non-Executive Director - Member.

3. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of:

i. Mr. Sunmeet Singh, Non-Executive, Independent Director - Chairperson;

ii. Mr. Madhi Doraiswamy, Non-Executive, Independent Director - Member;

iii. Mr. Anand Kumar Seethala, Managing Director -Member.

a. Board Meeting:

During the year ended 31st March 2024, the Board met 8 (Eight) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below:

Number of Board Meetings attended by each Director during the financial year 2023-24:

The Meetings of the following Committees held on the respective dates as mentioned below:

b. Audit Committee:

The Audit Committee met three (3) times during the financial year on 29th May 2023and 14th November 2023

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met Once (1) during the financial year on 10th April 2023.

d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met Once (1) during the financial year on 14th November 2023.

e. Independent Directors Meeting:

The Independent directors of the Company met Once (1)during the financial year on 14th November 2023.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) That in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2024 and of the profit or loss of the company for that period;

(iii) that the directors had 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;

(iv) that the directors had prepared the annual accounts for the period ended 31st March 2024 on a going concern basis.

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

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (7) OF SECTION 149 OF THE COMPANIES ACT, 2013:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Sub-Section (7) Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in (6) of Section 149 of Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

20. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB- SECTION (3) OF SECTION 178:

The Company follows a policy on remuneration of directors and other senior managerial personnel. The Policy is recommended by the Nomination and Remuneration Committee and approved by the Board.

21. RELATED PARTY TRANSACTIONS:

All the related party transactions are entered in the ordinary course of business and on arm's length basis they are in compliance with the applicable provisions of Companies Act 2013 and listing regulations. Additional Disclosure Note No. 17 to the Financial Statements can be referred for detailed related party transactions.

The Company has adopted a related party transactions policy and the said policy as approved by the board is uploaded on the Company's website www.containe.in .

22. NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

Your Company has no Subsidiaries, Associates and Joint Ventures during the financial year under review.

23. MECHANISM FOR BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Schedule IV of the Companies Act, 2013.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non- independent directors, performance of the board as a whole and performance of the chairman after taking into account the views of executive directors and non-executive directors and 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are provided in Annexure - I.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant and material orders that were passed by the regulators or courts or tribunals against your company.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has effective ‘internal financial controls' that ensure an orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

There are adequate controls relating to strategic, operational, environmental and quality related aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any loan or guarantee to any person or body corporate, neither has given any guarantee or provided security in connection with a loan to any other body corporate or person, nor acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the Financial Year 2023-24 pursuant to Section 186 of Companies Act, 2013.

28. UNSECURED LOANS FROM DIRECTORS/RELATIVES OF THE COMPANY:

During the year under review, the Company has taken Unsecured Loans from the Managing

Director, the details of which are provided in Additional Disclosure Note No. 17 of the Financial Statements.

29. RISK MANAGEMENT:

The Board of Directors of the Company formulates, implements and monitors the risk management framework for the Company.

The Board evaluates risk management systems and internal financial controls. The Board reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

30. PARTICULARS OF EMPLOYEES:

Pursuant to Rule 5 to the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month or were employed for a part of the year as furnished in Annexure-II.

31. AUDITORS AND AUDITORS REPORT:

Your Company's Auditors M/s. Dhanunjaya & Haranath, Chartered Accountants, bearing Firm Registration No: 014288S as Statutory Auditors of the Company in the 14th Annual General Meeting held on 21st September 2022 to hold the office from the conclusion of the 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting in accordance with Section 139 of the Companies Act, 2013.

The Auditors' Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

32. SECRETARIAL AUDITOR AND THEIR REPORT:

The Board has appointed M/s. R&A Associates, Company Secretaries, a firm of Practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended 31st March 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013.The Secretarial Auditors' Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report issued by R & AAssociates, Company Secretaries, in Form MR-3 is enclosed as Annexure-III.

33. INTERNAL AUDIT:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule, 2014 as amended from time to time, the Board of Directors had appointed M/s R. Subramanian & Company LLP., Chartered Accountants, Hyderabad as an Internal Auditor of the Company to conduct internal audit of the Company.

34. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.containe.in.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure- IV in the Annual Report and forms a part of the Annual Report.

36. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.containe.in:

• Archival Policy

• Code of Conduct forDirectors - Senior Management Personnel

• Code of Practices and Fair Disclosure of UPSI

• Familiarization Programmefor Independent Directors

• Materiality of Events Policy

• Nomination And Remuneration Policy

• Policy on Related Party Transactions

• Policy For Determining Material Subsidiary

• Policy For Inquiry in case of leak of UPSI

• Terms And Conditions - For the Appointment of an independent Director

• Whistle Blower Policy - Vigil Mechanism

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.

38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on 31st March, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute the CSR Committee during the year under review.

39. DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

Your Directors promote a productive work environment and do not tolerate any conduct by any employee that disrupts, harasses, intimidates, or interferes with another's work performance. While all forms of harassment are prohibited, it is the policy of your Company to emphasize that sexual harassment, particularly towards women, is specifically prohibited. Every employee shall, at all the times, maintain office decorum in dealing with colleagues.

Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

40. COST AUDIT AND DISCLOSURE RELATING TO MAINTENANCE OF COST RECORDS:

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, the cost audit is not applicable to this company.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITOR OTHER THAN THOSE WHICH ARE REORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

During the year under review, there was no one-time settlement done by the Company, accordingly disclosure with respect to difference in valuation and reasons thereof is not applicable.

44. VIGIL MECHANISM:

The Board at its meeting adopted a vigil mechanism policy that provides a formal mechanism for all Directors and employees to report their genuine concerns while ensuring that the activities of the Company are conducted in a fair and transparent manner and approach the Board of Directors of the Company about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct or ethics. During the year, there were no complaints received in this respect.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The Board also desires to place on record its sincere appreciation for the support and co-operation that the company received from the customers, strategic partners, bankers, auditors, consultants and all others stakeholders associated with the company. The company looks upon them as partners in its progress. It will be the company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation.