Cyber Media Research & Services Ltd

To

The Members,

Your Directors have pleasure to present the Twenty Eighth Annual Report of Cyber Media Research & Services Limited ("the Company" or "CMRSL") alongwith the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial summary

The standalone and consolidated financial statements for the financial year ended March 31,2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof) (hereinafter referred to as "the Act") and the guidelines issued by Securities and Exchange Board of India.

Key highlights are given as under: (INR in Lakhs)

2. Share Capital

During the year under review, there was no change in the share capital.

Further, during the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year and hence no details / information is provided in this respect.

3. Dividend

Based on the Company's performance and keeping in view the shareholders' interest, the Board of Directors recommends a dividend of INR 2.00 per fully paid-up equity share (i.e. 20% on the face value of per equity share of INR 10 each) of the Company, for the year 2023-24. The dividend would result in a cash outflow of INR 58,56,000, reflecting a pay-out ratio of 22.13%, in line with the Company's Dividend Policy. The dividend on equity shares is subject to the Shareholders' approval at the ensuing Annual General Meeting (‘AGM').

4. Transfer to reserves

No amount has been transferred to the reserves during the year under review.

Consolidated Performance: The Company has boosted its performance in terms of net profit during the year 2023-24 income from operations which has grown to INR 87.33 crore as compared to INR 63.13 crore during the previous year, a growth of 38.33%. The Company has recorded earnings before interest, tax and depreciation on consolidated basis during the year under review at INR 6.80 crore as compared to INR 4.40 crore in the previous year, a growth of 54.54%. The net profit margins recorded at INR 3.59 crore in the year under review as compared to INR 2.12 crore in previous year, a growth of 69.34%.

Standalone Performance: During the year under review, your company reported a jump in revenue from operations over the previous year due to the speed up of digital marketing, contents, analytics and decrease in the cost of operations including work from home policy followed by the Company. The Revenue from operations increased to INR 55.73 crore as compared to INR 41.34 crore in the previous year, a growth of 34.81%. During the year under review, profit before interest, tax and depreciation stood at INR 5.77 crore against INR 3.76 crore during the previous year, a growth of 53.46%. The net profit for the year under review is INR 2.65 crore as compared to the previous year net profit of INR 1.53 crore, a growth of 73.20%.

We affirm our commitment to continue growing the Company's revenues and profitability in the coming year.

6. Human resource management

The Company's culture and reputation as a leader in digital technologies, adtech, data analytics, and next-generation technologies (including AI) enable us to attract and retain high quality talent. The competency development of our employees continues to be a key area of strategic focus for us. The management is keen to continuously improve hiring practices, and improve the quality of the team across all functions. Furthermore, the Company has an increasing focus on internal training, external upskilling and team building activities that help maintain a culture of camaraderie, innovation and motivation within the organization.

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

This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as asset of the Company. The overall attrition rate of employees of the Company was 20.51 percent at March 31,2024.

In order to ensure smooth functioning, maintain employees' overall data in one place, viz. attendance, leave records, declarations, leave and WFH approval process etc., the Company maintains ‘Zimyo' application. During the year, the Company has explored the requisitions of new hirings and appraisals of employees through ‘Zimyo' application.

The Company believes and maintain the diversity of employees and in order to support the women, during the year, the women employees' percentage was 37.18 percent.

The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that yield desired results. The total number of employees in the Company as on March 31,2024 were 78.

7. Annual report circulation

In compliance with the MCA's vide its General Circular No. 09/2023 dated 25.09.2023 read with its General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/ 2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022, and SEBI Circular No. SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated 07.10.2023, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to all the Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website: www. cmrsl.net, website of the stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of Company's RTA, Link Intime India Private Limited https://instavote.linkintime.co.in.

8. Consolidated financial statements

The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided in the Annual Report.

9. Company subsidiaries/joint ventures/associate companies Subsidiaries

As on March 31,2024, the Company has one subsidiary, Cyber Media Services Pte. Limited, Wholly Owned Subsidiary, Singapore.

Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014), a Statement containing salient features of the financial performance of subsidiaries and associates for the financial year 2023-24 in Form No. AOC-1 is attached to this Report as Annexure-A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://www.cmrsl.net/corporate-governance/.

Joint venture/associate company

As on March 31,2024, the Company has no associate company.

As on March 31,2024, the Company has no joint venture with any company, firm or body corporate etc.

10. Directors' responsibility statement

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

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

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

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

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

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

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

11. Directors and key managerial personnel Director liable to retire to rotation

Mr. Rohitasava Chand (DIN:00011150) retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Company's Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the organization.

As on March 31,2024, the Board comprised of four non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Dhaval Gupta, Managing Director, Mr. Sankaranarayanan V. V., Chief Financial Officer and Mrs. Savita Rana, Company Secretary are the Key Managerial Personnel as on March 31,2024.

Composition of the Board of Directors

The Board comprises of seven directors viz. Executive, Non-Executive and Independent Directors including one woman director. The details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.

12. Number of meetings of the Board

Five meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.

13. Committees of the Board:

The Company's Board has following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Investment Committee

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

Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at meetings of the Committees are provided in the Corporate Governance Report which is part of this report.

14. Board evaluation

The Company's external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.

Our focus towards our clients, employees, investors and partners remained unwavering through this period. This reflected in the record number of large deals we secured even while working remotely.

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

Performance evaluation is carried out in the following manner:

a. Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

c. Evaluation of the Overall Board by the Independent Directors; and

d. Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman, Non-executive Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above. After seeking the filled in forms, an analysis report is prepared with respect to the rating given to the person being evaluated.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company's function.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.

15. Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.

16. Transactions with related parties

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

b. During the year under review, there were no significant transactions with related parties which were at arm's length basis:

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

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

17. Disclosure requirements

As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary's Certificate thereon and MD/ CEO's certificate and the Management Discussion and Analysis are attached to this report which form part thereof.

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

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

18. Corporate Social Responsibility

The Company's net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence, the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.

19. Internal financial control and their adequacy

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.

20. Auditor's report and Secretarial audit report Statutory Auditor's report

The statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed against the Company by its officers or employees.

Secretarial Auditor's report

The secretarial auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial auditor's report is attached to this report as Annexure-D.

Internal Auditor's Report

The Internal Auditor submitted their report to the Audit Committee on quarterly basis.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also available on Company's website link: https://www.cmrsl.net/corporate-governance/.

During the year, the Company did not receive any complaint under vigil mechanism and there was no complaint pending at the opening and closing of the year under review.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Company's website. The related weblink is: https://www.cmrsl.net/corporate-governance/.

Policy on Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available on Company's website link, https://www.cmrsl.net/corporate-governance/.

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which is available on the Company's website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.

Code of Conduct for Prevention of Insider Trading in Company's Securities

The Company has Code of Conduct for Prevention of Insider Trading in Company's Securities which is available on the Company's website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files, information etc. of the Company. The policy may be downloaded from the Company's website. The relevant weblink is: https://www. cmrsl.net/corporate-governance/.

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Company's website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and effective manner. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews the Risk Management Policy and its implementation.

The Policy is also available on the Company's website. The relevant link is: https://www.cmrsl.net/corporate-governance/.

Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Company's website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.

Board Diversity Policy

The Company has on place a policy for the diversity of the Board which is available on the Company's website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.

Dividend Distribution Policy

In accordance with Regulation 43A of the Listing Regulations, the Company has a Dividend Distribution Policy. The Policy is available on the Company's website at https://www.cmrsl.net/corporate-governance/

Policy for Evaluation of Board Performance

In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has criteria for evaluation of Board performance which is available on the Company's website. The relevant weblink is: https://www.cmrsl. net/corporate-governance/.

Sexual Harassment Policy

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

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

22. Deposits from the public

The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory modification(s) or re-enactment(s) thereof).

23. Conservation of energy, technology absorption and foreign exchange and outgo

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

Conservation of energy:

i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems provided to the employees have been shut down properly at the time of closure of office etc.

ii. No new investment is made on such energy saving devices during the financial year.

iii. Further, since energy costs comprise a very small part of your Company's total expenses, the financial implications of these measures are not material.

Technology absorption:

> The Company uses latest equipment and state of the art products and technology to provide a tech friendly environment to its employees. We are investing in process-driven technology automation across all operational functions. This includes proprietary products developed in-house as well as leveraging tools from the market.

- The Company uses diverse mix of technology platforms across its business functions driven by business needs. Some of the technologies being utilized are C++, corePHP, React, Angular, MongoDB, Hadoop, javascript, node.js, GO, Python, Ruby, among others. The Company has the internal knowledge and expertise across all these technologies.

- For our product offerings, we are currently working with prominent cloud computing partners including Amazon Web Services, Automattic, DigitalOcean, Liquidweb, Kinsta, Escan, Stracture digital database, tdsman, zimyo hr management among others. Our systems also put high premium on security protocols, and ensure the data is protected.

> The Company is actively investing in AI related technology including OpenAI's ChatGPT, Google's Gemini, among other LLM's. It is clear that AI will bring significant changes to how organizations across industries operate, and it is already starting to show impact on marketing and data oriented businesses. There is a proactive effort to deploy AI first workflows that bring efficiency, automation and cost savings. This would be applicable to both internal tools as well as our product development roadmap.

> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive prices.

> The Company firmly believes in that research and development of new techniques and processed will help the Company to grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.

Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during the year are as follows:

(Amount in INR)

Efforts and initiatives in relation to exports

The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to make changes in how we are organized and how we build and deliver technologies.

Cyber Media Services Pte. Ltd (CMSPL), wholly owned subsidiary based in Singapore, continues to build its book of business. Our partnership with Google Asia Pacific continues to grow, and adds to our Auxo Ads product offerings.

The Company sees large opportunity in being able to provide tier-1 country clients digital marketing, data analytics, consulting and other quality services. In this transformation journey, our experience of over two decades of managing international businesses and partnerships will enable us better decision making and business growth.

The Company's mission is to partner with enterprises, industry associations and governments and enable them to achieve success and sustained growth.

24. Disclosures as per the Companies (Accounts) Rules, 2014

There was no change in nature of business of the Company.

Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the year under review: None

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material changes and commitments affecting the financial position of the Company GST Matter

a. The Company is in receipt of Order dated April 26, 2024 from the GST Authority passed under section 73 of the SGST/CGST Act, 2017 disallowing the GST input tax credit of INR 3,91,52,397 availed of by the Company during the financial year 201819, levying an interest of INR 3,65,30,794 and a penalty of INR 39,15,239 thereon, aggregating to a total demand of INR 7,95,98,430. Further, the Order has also levied an interest of INR 12,95,568 for the late payment of tax for the financial year 2018-19.

b. The Company is seeking legal advice from the GST consultant on the above orders and shall take appropriate steps available under law.

Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Annual Return

In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2024 prepared as per sub-section (3) of Section 92 of the Act has been hosted on the Company's website. The relevant weblink is: https://www.cmrsl.net/ corporate-governance/.

Listing on stock exchange

The Company's shares are listed on the SME platform, (NSE-EMERGE) with National Stock Exchange of India Limited (NSE) with symbol CMRSL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2023-24 has been paid.

Depository System

The Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31,2024, 100% of the equity shares of the Company were held in dematerialised form.

Details of application(s) made under the Insolvency and Bankruptcy Code, 2016

There was no application under the Insolvency and Bankruptcy Code, 2016 during the year.

Disclosure on cost records

The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost records.

Additional Information

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

26. Acknowledgements

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

The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other business associates for their continued support and co-operation in the Company's progress.

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