COSYN Ltd

To

The Members,

Your Directors have pleasure in presenting the 30th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS:

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

(Rs. In Lakhs)

a) Standalone basis:

During the year, your Company achieved total revenue of Rs 1550.42 lakhs as against the previous year's total revenue of Rs. 1507.51 lakhs, an increase of 2.846%.

Profit of the Company for the year ended 31.03.2024 is Rs. 4.11 lakhs as against the previous year's profit of Rs. 30.01 lakhs, a decrease of 86.30%.

b) Consolidated basis:

During the year, your Company achieved total revenue of Rs. 1550.42 lakhs as against the previous year's total revenue of Rs. 1507.51 lakhs an increase of 2.846%.

The profit of the Company for the year ended 31.03.2024 is Rs 3.52 lakhs as against the previous year's profit of Rs. 24.67 lakhs, a decrease of 85.73%.

During the year under review, there has been no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

OUTLOOK FOR THE CURRENT YEAR

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

DIVIDEND

The Board, in view of conserving the financial resources, has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, dividend that remains unpaid or unclaimed for a period of seven (7) years will be transferred to the Investor Education and Protection Fund.

The Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven (7) years from the date of declaration to the credit of Investor Education and Protection fund established by the Central Government. Accordingly, the members are hereby informed that those who are yet to claim the dividend declared for the Financial Year 2016-17 are requested to claim the same at the earliest. The unclaimed dividend and the shares shall be transferred to Investor Education and Protection Fund (IEPF) on or before 04.12.2024 as per the provisions of the Act.

The Company has uploaded the details of unclaimed dividends lying with the Company on the website of the Company i.e. www.cosyn.in.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year of the Company and the date of the report.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

ISO CERTIFICATIONS

Your Company continues to hold ISO 9001:2015, ISO/IEC 27001:2013 and ISO/IEC 200001:2018 Certification by complying with all the requirements of Certification from time to time.

SHARE CAPITAL

There is no change in the share capital during the year. The authorised share capital of the Company as on date of Balance Sheet is 10,00,00,000/- (Rupees ten crores only) divided into 1,00,00,000 (one crore) equity shares of Rs. 10/- (Rupees ten only) each.

The paid-up share capital of the Company as on date of balance sheet is Rs. 7,50,00,000/- (Rupees seven crores fifty lakhs only) divided into 75,00,000 (seventy five lakhs) equity shares of Rs.10/- (Rupees ten only) each.

DETAILS OF CHANGES IN DIRECTORS AND KMP:

• In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ravi Kasturi, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

• The Board at its meeting held on 05.08.2024 have re-appointed Mr. Aeruva Bhopal Reddy (DIN: 01119839) as Executive Director of the Company for a period of one (1) year w.e.f 12th August, 2024 which is being put for approval of members in the ensuing Annual General Meeting.

• The term of office of Mr. Sridhar Borapureddi as Independent Director of the company expired on 11.08.2024 and accordingly, he vacated his office of Directorship.

• The Board at its meeting held on 05th September, 2024 appointed Mr. Chennaiah Athota as Additional Director designated as Independent Director of the Company which is subject to approval of members and which is being put for approval of members in the ensuing Annual General Meeting.

• Mr. Krishna Boddu, Chief Financial Officer of the Company has resigned w.e.f 12.02.2024.

• The Board at its meeting held on 12.02.2024 have appointed Mr. Ravi Vishnu as Chief Financial Officer of the Company.

• Mr Panduranga Murthy Vistakula was appointed as Non-Executive Independent Director of the Company for a period of 2 years w.e.f 30.06.2023.

BOARD MEETINGS

The Board met four (4) times during the Financial Year. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 shall be available on the Company's website and can be accessed at www.cosyn.in

CORPORATE GOVERNANCE REPORT

Your Company's philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from the practicing Company Secretary regarding the Compliance of Conditions of

Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report as Annexure -II.

Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. The members of the Audit Committee as on 31st March 2024 are:

The Committee was reconstituted on 05.08.2024 and on 05.09.2024 and the details are provided in the Report on Corporate Governance, which forms part of the Board's Report.

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee had met four (4) times.

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Board's Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board's Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors (IDs) inducted into the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company and also posted on the website of the Company i.e., www.cosyn.in. More details are provided in the corporate governance report which forms part of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, 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 separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTOR'S AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND REMUNERATION:

Your Company adopted the policy on Director's Appointment and Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a Director and also recommend a policy relating to the remuneration for the Directors and key managerial personnel. Policy is available at www.cosyn.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e., www.cosyn.in

RISK MANAGEMENT POLICY

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Company's approach in addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. The details of the Policy is available on the website of the Company i.e., www.cosyn.in

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provisions are not applicable.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

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 Annexure-III in Form AOC-2 to this report.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.cosyn.in.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2023-2024 and of the profit or loss of the Company for that period;

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

iv. the annual accounts for the year 2023-2024 have been prepared on a going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company is the holding company of Cosyn LLC and WellToDesk Inc. in accordance with the provisions of Section 2 (87) of the Companies Act, 2013. The Company has no joint venture/ associate companies.

a) STATUTORY AUDITORS

M/s. Suryanarayana & Suresh., Chartered Accountants, Hyderabad, (Firm Reg No.006631S), Statutory Auditors retire at the ensuing Annual General Meeting.

The statutory Auditors, being eligible showed their willingness to continue as Auditors of the Company. The Board proposed to reappoint M/s. Suryanarayana & Suresh, Chartered Accountants, Hyderabad, (Firm Reg No.006631S), as Statutory Auditors of the Company for a period of two (2) years from the conclusion of ensuing Annual General Meeting to till the conclusion of 32nd Annual General meeting.

b) INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. Vittal & Co., Chartered Accountants, as the Internal Auditors of your Company for FY 2023-2024. The Internal Auditors have submitted their reports.

C) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S RamKumar & Associates, Company Secretaries in practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure -IV.

Observations:

There was a delay in filing of forms MGT 14 and DIR 12 during the year.

Management response:

Due to change in version of MCA V3, there were technical glitches in the various forms. There was issue in prefill of CIN of the company in certain forms and continuous errors of registration of DSC of directors and certifying professionals. Even after continuous emails and calls with the helpdesk, the problem was not solved within the expected time. Hence, the delay caused. The delay is purely unintentional and was beyond control.

AUDITORS' REPORT

The observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comment's u/s 134 of the Companies Act, 2013.

COMMENTS ON AUDITOR REPORT

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the work place and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment during the year. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of your Company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Your Company did not invest in any R&D activity during the year under consideration. However, realizing the importance of being in sync with the current trends in technology, your Company keeps investing on absorption of new technologies by procuring the required hardware and software and also by training the manpower required.

Foreign Exchange Earnings and Outgo Particulars:

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made there under, in respect of employees of the Company has been disclosed in Annexure - V.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

MAINTENANCE OF COST RECORDS

Maintenance of Cost records is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report, which forms part of this Integrated Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees.

The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.