Year End :2024-03

During the financial year 2023-24, the Company continued on its robust growth path and was successful in delivering yet another year of strong Operational and Financial performance. The Standalone revenue from operations at ' 20,468.38 million represents an increase of over 20.13 %. During the year under review, the Company has reported a Profit before Tax of ' 4,588.69 million on standalone basis as compared to ' 3,650.81 million in FY23. Net profit grew to ' 3,542.18 million in 2023-24 from ' 2,754.07 million in 2022-23 thereby registering a robust growth of 28.62%.

Further, the Company's consolidated revenue from operations is ' 22,646.77 million, representing an increase of 18.28 % over FY23. During the year under review, the Company has reported a consolidated Profit before Tax of ' 4,670.59 million as compared to ' 4,010.17 million in FY23. Consolidated Net profit of ' 3471.41 million for the FY24 is higher by 16.79% over FY23.

The Standalone basic EPS of the Company stood at ' 22.67 for the financial year ended March 31, 2024 as against ' 17.90 for the financial year ended March 31, 2023 and diluted EPS stood at ' 21.82 as against ' 17.30 in FY23.

BUSINESS OVERVIEW / COMPANY’S PERFORMANCE

CMS is one of the leading business services company providing logistics and technology solutions to banks, financial institutions, organized retail, and e-commerce companies in India. The Company facilitates financial inclusion in the economy by providing access to formal banking services and facilitating seamless cash-based payments for Indians.

CMS operates in two major business segments

1. Cash Logistics

2. Managed Services CASH LOGISTICS

CMS continues to be the market leader in Cash Logistics with pole position across all segments of the industry, viz., ATM Cash Management, Retail Cash Management (RCM) and Cash-in-Transit (CIT). The Company has around 40% revenue share of the total organized cash logistics market in India.

We continue to see healthy growth in volume as well as realizations across all our Cash Logistics business. Our total business points for cash logistics (across ATM and retail) have grown from 124,000 in March 2023 to 137,000 by March 2024, which translates to an annual growth in excess of 10%.

MANAGED SERVICES BUSINESS

Our Managed Services business was incubated around ten years ago riding on CMS' strength in the Cash Logistics business. Over the years, we have built capabilities across software, banking automation and integrated ATM-as-a-service offerings. CMS, with its enhanced competitiveness across the value chain and integrated offering that also includes a ATM manufacturing facility in Chennai and in-house AIoT Remote Monitoring Solution stack, has been able to register its best-ever year for new order wins in the financial year 2024, clocking orders aggregating to ' 18,500 million in Managed Services and Technology Solutions. This represents nearly doubling of the order wins during financial year 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated and adopted its Dividend Distribution Policy in compliance with the requirements of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Pursuant to the Policy, the Board shall determine the dividend for a particular period based on available financial resources, business requirements and taking into account optimal shareholder return, and other parameters described in this policy.

A copy of the same is available on the Company's Website at www.cms.com.

DIVIDEND AND TRANSFER TO RESERVES

During the financial year 2024, the Board of Directors of the Company had in its meeting held on January 24, 2024, declared an interim dividend of ' 2.50 per equity share on face value of '10/- each. The same was paid to all the members who held shares of the Company as on the record date of February 6, 2024.

Considering the impressive performance and a robust cash flow, the Board has now recommended a further final Dividend of ' 3.25 (32.50%) per equity share of the face value of ' 10/- each out of the Profits for the financial year ended March 31, 2024. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, shall be payable to those Shareholders whose names appear in the register of Members as on May 28, 2024, which has been fixed as the Record Date for the purpose.

Consequent to the above the total dividend declared by the Company during the year will amount to ' 5.75/- per equity share on face value of '10/- each

i.e., 57.50% for the financial year ended March 31, 2024, which is in alignment with the Dividend Distribution Policy of the Company.

The Board does not propose to transfer any amount to the General Reserves for the financial year ended March 31, 2024.

SUBSIDIARIES

As on March 31, 2024, the Company had following 6 subsidiaries:

1. Securitrans India Private Limited

2. CMS Securitas Limited

3. CMS Marshall Limited

4. Quality Logistics Services Private Limited

5. Hemabh Technology Private Limited

6. CMS Info Foundation (a non-profit organization incorporated under Section 8 of the Companies Act, 2013)

The Company did not have any joint venture/associate Company(ies) as on March 31, 2024. During the year under review, none of the Companies ceased to be a subsidiary of the Company.

In compliance with Section 129(3) of the Companies Act, 2013 (“Act”) the consolidated financial statements of the Company for the FY24 prepared in accordance with Ind AS 110-Consolidated Financial Statements and “SEBI Listing Regulations” is enclosed as a part of this Annual Report.

Further the salient features of financial statements, performance and financial position of each of the subsidiaries pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, is annexed with the Financial Statements of the Company in prescribed Form AOC -1.

The complete Audited Financial Statements of the Subsidiaries are available on the Company's website at www.cms.com.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining Material Subsidiaries and the Policy is available on the website of the Company at www.cms.com. Pursuant to the said Policy, Securitrans India Private Limited was deemed to be a material subsidiary of the Company during the financial year 2024.

However, income and net worth (i.e. paid up capital and free reserves) of Securitrans India Private Limited fell below 10% of the consolidated income and net

During the year under review, the Company has not issued any shares with differential voting rights. The Company does not have any scheme to fund its employees to purchase the equity shares of the Company.

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company's long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, the members of the Company, at the General Meetings of the Company held on October 20, 2016 and May 20, 2023, had approved the following Employee Stock Option Plans, on the recommendation of the Board:

(i) CMS CEO Stock Option Plan, 2016

(ii) CMS Management Stock Option Plan 2016

(iii) CMS Employees Stock Option Plan 2016 and

(iv) CMS Employees Stock Option Plan 2023

The above Schemes are in compliance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”). The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the Stock Option Plans of the Company.

All Options granted under the CMS Managment Stock Option has vested and was fully exercised during the financial year 2023-24. Further, the details, inter alia, prescribed under SEBI SBEBSE Regulations are available on the Company's website www.cms.com.

FIXED DEPOSITS

During the year under review, the Company has not invited, accepted or renewed any fixed deposits from the Public within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

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

The Company did not give any Loans, Guarantees or make any investments under Section 186 of the Act, otherwise than to its wholly-owned subsidiaries.

The particulars of loans and guarantees given, investments made and/ or securities provided by the Company during the year under review are given in the Notes to the Standalone Financial Statements forming part of the Annual Report.

BORROWINGS

The Company did not have any borrowings outstanding as at the end of FY24. CMS continue to focus on managing cash efficiently and ensured that it had adequate non fund based limits (such as Bank guarantee) from Company's Bankers to facilitate smooth functioning and growth of the business.

CAPITAL EXPENDITURE

Capital Expenditure incurred during the year aggregated to ' 1,083.85 million.

CREDIT RATING

During the year, ICRA Limited, an independent and professional investment Information and Credit Rating Agency, reaffirmed the Credit Ratings assigned to various Fund based/Non-Fund based credit limits availed by the Company as “[ICRA]” AA , Stable / [ICRA] A1 . The outlook also remained Stable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has in place a robust process for approval of Related Party Transactions and on dealing with Related Parties. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://www.cms.com/corporate. governance/index

A vast majority of the Related Party Transactions undertaken by the Company were with its wholly owned subsidiaries. During financial year 2024, all the transactions undertaken by the Company with related parties were in the ordinary course of the business and on the arm's length basis, the particulars of which are reported in the Notes to the Standalone Financial Statements. Further the Company did not enter into any material contracts or arrangement or transactions with any of the related parties as referred to in subSection (1) of Section 188 of the Act. Hence disclosure of Related Party Transaction as mandated pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

BOARD OF DIRECTORS BOARD COMPOSITION

As on March 31, 2024, the Board of Directors of the Company comprises of Six (6) Directors consisting of a Woman Non-executive Chairperson, Executive Vice-Chairman, Whole-time Director & CEO, two (2) Non-executive Non Independent Directors and two (2) Independent Directors (out of which 1 is Woman Director). The constitution of the Board of the Company is in compliance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

During the year under review, based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Ms. Sayali Karanjkar (DIN: 07312305) was re - appointed as Non - executive Independent Director of the Company for a further term of 2 years i.e., from January 1, 2024 to December 31, 2025. Her re-appointment was

thereafter approved by the members of the Company by way of postal ballot on March 2, 2024.

During the year under review, Mrs. Manju Agarwal (DIN: 06921105) resigned as Non-executive

Independent Director and Mr. Ashish Agrawal (DIN: 00163344) resigned as Non - executive Director due to their personal commitments and preoccupation with other professional commitments respectively, both with effect from March 1, 2024. The Board places on record its sincere appreciation for the significant and valuable contributions made by Mrs. Agarwal and Mr. Agrawal during their tenure as Directors of the Company.

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Krzysztof Wieslaw Jamroz (DIN: 07462321), Non-executive Director who has been, being longest in office is liable to retire by rotation, and being eligible has offered himself for re-appointment. In view of the valuable contributions made by Mr. Jamroz during his past association with the Company, the Board recommends the re-appointment of Mr. Jamroz as a Non-executive Non-Independent Director of the Company, whose office shall be liable for determination by way of retirement of Directors by rotation.

Other than the above, there were no change in the composition of Board of Directors during financial year 2024.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 (2) of the Act.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they continue to meet the criteria of Independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of SEBI Listing Regulations as amended. The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, commission and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of their integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board.

Feedback was sought by way of a Structured Questionnaire covering various aspects of the Board's functioning, such as, adequacy of the composition of the Board and its Committees, Board Culture, execution and performances of Specific duties, obligations and governance.

The performance evaluation of the Non-Independent Directors including the Chairperson of the Company and performance of the Board as a whole was also discussed at the separate meeting of the Independent Directors held on March 27, 2024.

The Board members expressed satisfaction about the transparency in terms of disclosures and updating the Independent Directors on key topics impacting the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act forms part of the Nomination and Remuneration Policy of the Company. A copy of the Policy is available on the website of the Company and can be accessible at https://www.cms.com/corporate. governance/index

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-24, four (4) meetings of the Board of Directors of the Company were held on the following dates:

1. May 23, 2023

2. July 21, 2023

3. October 25, 2023

4. January 24,2024

The intervening gaps between two consecutive meetings were within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

The Board has also constituted various Committees to undertake roles as per the respective terms of reference. The details about constitution and role of various Committees are covered in the Corporate Governance report which forms part of this Boards Report.

AUDIT COMMITTEE

In compliance with the requirements under Section 177(8) read with Section 134(3) of the Act and the rules framed thereunder, the Board of Directors of the Company has constituted an Audit Committee, the composition and terms of reference which are in alignment with the requirements of the Act and the SEBI Listing Regulations. Further details on Audit Committee are given in Corporate Governance Report forming part of this Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were as under:

• Mr. Rajiv Kaul, Executive Vice-Chairman, Wholetime Director & CEO

• Mr. Pankaj Khandelwal, President & Chief Financial Officer

• Mr. Debashis Dey, Company Secretary & Compliance Officer

During the year, Mr. Praveen Soni resigned as Company Secretary & Compliance Officer of the Company after the close of working hours on September 30, 2023 to pursue career opportunities in the practicing side of the profession. In view of the same Mr. Debashis Dey, a senior associate member of the institute of Company Secretaries of India, was appointed as a Company Secretary & Compliance Officer in his place. The Board places on record its appreciation for the valuable contributions made by Mr. Soni during his association with the Company.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure 3.

The statement required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, pursuant to second proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid Statement. Any Shareholder interested in obtaining the copy of said statement may write to the Company Secretary at the Registered Office of the Company at T-151, 5^th Floor, Tower No. 10, Sector-11, Railway Station Complex, CBD Belapur, Navi Mumbai - 400614, e-mail ID: company.secretary@cms.com.

COMPLIANCE WITH SECRETARIAL

STANDARDS

During the financial year 2024, the Company has duly complied with the applicable mandatory Secretarial Standards i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings” issued by the Institute of Company Secretaries of India (ICSI).

CMS strives to voluntarily comply with all the nonmandatory secretarial standards (i.e. SS-3 to SS-10), to the extent applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate Section on Management Discussion and Analysis Report for the financial year 2024, is appended to this Boards Report.

CORPORATE GOVERNANCE

CMS is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. The Company has adopted high standards of Corporate Governance with a very competent Board having diverse experience.

A separate section on Corporate Governance stipulated under Regulation 34 of SEBI Listing Regulations forms part of this Boards Report.

A Certificate from M/s. M. Siroya and Company, Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is also appended as an Annexure to the said Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

As required under the provisions of Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee. Mr. Rajiv Kaul, Executive ViceChairman, Whole-time Director & CEO is the Chairman of CSR Committee and Mrs. Shyamala Gopinath, Ms. Sayali Karanjkar and Mr. Krzysztof Wieslaw Jamroz are presently the members of the CSR Committee.

The CSR Committee has formulated a CSR policy and has approved the activities undertaken by the Company during financial year 2024 on various projects specified under Schedule VII of the Act. For further details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this report.

During the year under review, the Company was required to spend an amount of ' 59.79 million

(2% of the average net profit of last three financial years as determined under section 198 of the Act.) on CSR activities and the Company has spent ' 41.11 million on the various CSR activities during the year. The Company holds ' 18.68 million as unspent CSR amount, which are earmarked for identified ongoing CSR projects, which are yet to meet the pre-determined milestones for disbursal of approved CSR amounts. In compliance with Section 135(6) of the Act, the Company has also opened and deposited the aforesaid unspent amount in a separate bank account within the specified time limit as required.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in Annexure 4 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to regulation 34 (2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2024, describing the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate annexure and forms part of the Annual Report of the Company. The said Report is also available on the Company's website and can be accessed at www.cms.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures which are designed to ensure sound management of the Company's operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control.

Additional details on Internal Financial control and their adequacy are provided in the MD&A Report forming part of this Boards Report.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented mechanisms for risk assessment and management. The policy, which was further reviewed and revised by the Board in its meeting held on October 25, 2023, inter alia, provides for constitution of a Risk Management Committee, Risk Philosophy and Risk Management framework

for the Company. The Policy also details the Risk Management Organization and the Risk Managemenl Process of the Company from Risk identification anc assessment to development of Risk response anc Risk Reporting. The Policy also emphasizes the neec for a robust business continuity plan that covers al aspects of its operations.

A copy of the Risk Management Policy is placec on the website of the Company. The Company also has also constituted a Risk Management Committee in compliance with the requirements of the SEB Listing Regulations. For further details regarding the Risk Management Committee, please refer to the Corporate Governance Report, which is forming pari of this report.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Acl and the Rules made thereunder M/s. B SR & Co LLP, Chartered Accountants were re-appointed as the Statutory Auditors of the Company for a furthe term of 5 (five) consecutive years, to hold office from the conclusion of 16^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting of the Company to be held in the year 2028.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of the provisions of the Section 204 ol the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s M. Siroya anc Company, Practicing Company Secretaries (CP No 4157), as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the financia year ended March 31, 2024 and to furnish the reporl to the Board.

The report of the Secretarial Auditor for the financia year 2023-24, in prescribed Form No. MR-3 s is annexed herewith as Annexure 1.

Securitrans India Private Limited was deemed to be a material unlisted subsidiary of the Company foi the financial year ended March 31, 2024. In terms of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act, Secretarial Audi of the material unlisted subsidiary was conducted by M/s Siroya and BA Associates, Practicing Company Secretaries (CP No. 21758). A copy of the said repor has also been annexed as Annexure 2.

QUALIFICATIONS / RESERVATIONS IN THE AUDIT REPORT & SECRETARIAL AUDIT REPORT

None of the said Audit Reports contain any qualification, reservation or adverse remarks requiring explanation by the Board pursuant to Section 134(3; (f) of the Act.

Notes to Accounts are self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to sub-Section (1) of Section 148 of the Act read with rule (3) of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the particulars relating to the utilization of material or labor and other items of cost pertaining to its Manufacturing business, by including the same in the books of account of the Company. However, since the Manufacturing segment is in its nascent stage, the requirement for audit of the Cost Records of the Company as prescribed under sub-Section (2) of Section 148 of the Act read with rule (4) of the Companies (Cost Records and Audit) Rules, 2014, is not applicable to the Company.

Notwithstanding the above and with an object to set up a robust cost record maintenance system in anticipation of expansion in the manufacturing business in the future, the Board of Directors. on the recommendation of the Audit Committee, have re-appointed M/s. S K Agarwal & Associates, Cost Accountants, Mumbai having Firm Registration No. 100322 for conducting the audit of Cost Accounting records maintained by the Company for financial year 25, subject to the ratification of the remuneration payable to them by the Members of the Company pursuant to Section 148(3) of the Act read with rule 14 of the Companies (Cost Records and Audit) Rules, 2014. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from acting as Cost Auditors.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee at their meeting held on May 23, 2023, M/s. Grant Thornton Bharat LLP, were appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-24. Necessary corrective actions were initiated by the management wherever suggested by the Internal Auditor for further strengthening of the internal controls of the Company. The Audit findings were directly reported by the Internal Auditors to the Audit Committee.

REPORTING OF FRAUDS

The Auditors of the Company did not report any incident of fraud to the Audit Committee during the financial year 2024. However, in view of the nature of business of the Company, certain incidences of cash embezzlements by few employees, who were involved in business operations of the Company, were detected as detailed below:

There were 10 instances of cash embezzlements aggregating to ' 120.53 million during

FY 24 (FY23: '124.78 million) were reported by the Statutory Auditors.

Out of the above, the Company has recovered ' 52.59 million (FY23: ' 56.21 million), ' 22.65 million written off (FY23: ' 17.89 million). The total outstanding in respect of all matters as at March 31, 2024 aggregates to ' 67.64 million (FY23: ' 91.02 million).

Except above, no other embezzlements/ frauds have been reported by Statutory Auditors or Secretarial Auditors to the Audit Committee of the Company.

The Management continues to invest in additional security measures to mitigate such instances in future.

VIGILMECHANISM/WHISTLE-B LOWER POLICY

The Company has put in place a Whistle-Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in terms of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report their genuine concerns about unethical behavior. During the financial year 2024, one complaint was received by the Company under the whistle blower policy which was investigated by the CMS internal inquiry Committee and was treated as resolved after issuance of warning to the concerned staff.

This policy is available on the Company's website and can be assessed at www.cms.com.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

CMS gives prime importance to the dignity and respect of each of its employees irrespective of their gender/hierarchy and expect responsible conduct and behavior on the part of employees at all levels.

Providing a safe and congenial work environment for all employees is an integral part of the Company's Code of Conduct.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has adopted a Policy for the prevention of Sexual Harassment at workplace. All employees as well as contractual staff, temporary, trainees are covered by this policy.

Allegations of Sexual harassment reported are expeditiously and discretely investigated by the Internal Complaints Committee (ICC) constituted by the Company in compliance with the aforesaid Act and disciplinary action, if required or recommended by the ICC, is taken in accordance with the Policy.

There was no complaint of sexual harassment received by the Company during the financial year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy:

The operation of the Company is not energy intensive. However, we endeavor to support the environment and minimize consumption of energy in our offices. The Company has started installing sensor-based light switches in workstations and washroom areas and replaced all CFL lighting with LEDs in offices to reduce energy consumption.

(ii) the steps taken by the Company for utilising alternate sources of energy:

Since the Company uses limited energy mostly for its office premises, which are spread across India, utilization of alternate sources of 'green' energy is not feasible at present.

The Company is planning to introduce a 'green fleet' vehicles in 10-15 cities by shifting from Diesel to CNG and integrating the same in the overall cash management services. Thereby transitioning to clean fuels, which will help the Company to reduce its Scope 3 Green House Gas ('GHG') Emissions.

(iii) the capital investment on energy conservation equipments;

The Company invested '489 million for procurement of BS-VI compliant vans during the year. In addition, ' 10 million was expended for implementation of Vision AI Solution.

(B) Technology absorption-

(i) the efforts made towards technology absorption;

• The Company utilizes BS-VI certified security vans to facilitate transportation of cash as “cash carry vans” for providing cash management services which are compliant with the directives of Ministry of Home Affairs (MHA) and the Reserve Bank of India (RBI).

• The Company utilizes Vision AI Solution to reduce and monitor the energy consumption of AC and its facilities. The use of motion sensors and relays result in optimization of energy used, consequently reducing GHG emissions.

• The Company is planning to introduce green fleet vehicles in 10-15 cities by shifting from Diesel to CNG and integrating the same in the overall cash management services. Hence, by transitioning to clean fuels, the Company is planning to reduce its Scope 3 GHG Emissions.

• Additionally, the Company has installed sensor-based light switches in workstations and washroom areas and replaced all CFL lighting with LEDs in offices to reduce energy consumption, consequently reducing GHG emissions.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

The above initiatives have resulted in substantial savings in consumption of energy as well as reduction in GHG emissions.

(iii) i n case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

NA

(iv) the expenditure incurred on Research and Development.

The Company has developed an inhouse ALGO AIoT - Advanced Remote Monitoring Solution, which brings a new dimension to business and provides critical insights powered by AI (Artificial Intelligence) and IoT (Internet of Things) and driven by RPA (Robotic Process Automation) for the prevention of critical threats. With the evolution of advanced remote monitoring systems, our clients can now address their surveillance concerns 24X7 while also unleashing a new world of business insights to boost the performance and efficiency of its businesses.

During financial year 2024, further incremental improvement was incorporated in the solution.

C) Foreign Exchange Earnings and Outgo

The Company operates only in domestic market hence does not earn in foreign currency. The particulars of earnings and expenditures in foreign currency during the financial year 2024 is as detailed below:

Foreign Exchange Earnings (in ' million) - Nil Foreign Exchange Outgo (in ' million) - ' 989.82

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the

Act, the Directors hereby confirm and state that:

a) in the preparation of the Annual Financial Statements for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed and no material departures have been made for the same;

b) we 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 ended on March 31, 2024 and of the profit and cash flow of the Company for the period ended March 31, 2024;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER STATUTORY DISCLOSURES:

• Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the financial year 2023-24 in Form MGT-7 is available on the website of the Company and can be accessed at www.cms.com.

• Investor Education and Protection Fund

The Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act during financial year 2024.

• Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future, if any.

No significant or material orders were passed by any regulator or court or tribunal which impact the going concern status and Company's operations in future.

• The details of application made or any proceeding(s) pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year, if any, along with its status as at the end of financial year

There was no application made or any proceeding pending under IBC against the Company during the financial year 2023-24.

• The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof. There was no one-time settlement done by the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forwardlooking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors take this opportunity to thank and express its sincere gratitude to all the stakeholders of the Company viz., shareholders, customers, vendors, bankers, business associates, regulatory authorities, Central and State Government departments, local authorities and the society at large for their consistent support and co-operation to the Company during the financial year.

Your Board of Directors thank the Shareholders and investors for their confidence in the Company.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.