To the Members of

ABM KNOWLEDGEWARE LIMITED

Your Directors are delighted to present the 31^st Annual Report of the Company along with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended 31^st March, 2024.

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

( ' In Lakhs)

The performance of the Company with respect to revenue and profit has improved. The Company focused on the execution of the orders on hand, which has resulted in improved performance.

2. OPERATIONS OF THE COMPANY:

There has not been any significant change in the Company's operations compared to last year. Focus has been on execution of the orders on hand and recovery of outstanding's. The Work From Office is being implemented.

3. DIVIDEND :

Your Director are pleased to recommend a Final dividend @ 25% i.e. '1.25/- per Equity Share of Face Value of '5/- each for the Financial Year ended 31^st March, 2024. The payment of Final Dividend is subject to the approval of Members at the 31^st Annual General Meeting ("AGM") of the Company. The dividend if approved, by the members will be paid on or before Thursday, 05^th September, 2024, to the members whose names appear in the Register of Members, as on the Record Date.

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

4. TRANSFER TO RESERVES :

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

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

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, ' 4,55,808.75/- of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL:

As on 31^st March, 2024 the Authorized share capital of your Company was '12,50,00,000/- consisting of 2,50,00,000

Equity Shares of ' 5/- each and paid up equity share capital was '10,24,15,000/- consisting of 2,00,02,200 fully paid up equity shares and 6,97,800 forfeited equity shares of ' 5/- each.

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or the Listing Regulations. In accordance with the provisions of the Section 152 of Companies Act, 2013, Mrs. Supriya P. Rane, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

The Company has received the following declarations from all the Independent Directors of the Company confirming that:

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

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

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

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

Mr. Prakash B. Rane, Managing Director, Mr. Paresh Golatkar, Chief Financial Officer and Mrs. Sarika Ghanekar, Company Secretary are the Key Managerial Personnel of the Company as on 31^st March, 2024. There has been no other change in the Director and Key Managerial Personnel (KM Ps) of your Company during the year under review.

Mr. Sharadchandra D. Abhyankar, Independent Director of the Company shall complete second term of five consecutive years and will therefore retire from the Company w.e.f. 17^th August, 2024 as per section 149 of Companies Act, 2013.

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

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

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

9. MEETINGS :

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

InstaSafe Technologies Private Limited ("InstaSafe"), has become a Material Subsidiary Company of ABM w.e.f. 1^st April 2024. It is a leading Cloud based Security-as-a-Service solution provider delivering comprehensive and uncompromising protection to mobile and remote workers enabling them to safely and securely access enterprise apps, email and web from anywhere on any network. "InstaSafe Inc" is wholly owned subsidiary of InstaSafe Technologies Private Limited incorporated in Delaware, United State ofAmerica.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary & associate company in Form AOC-1 is attached herewith. The separate audited financial statements in respect of the subsidiary company are available on the website of the Company at www.abmindia.com. Also the secretarial audit report of Instasafe forms apart of this Annual Report. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

Scanit Technologies INC has become the Associate Company of ABM. As on 31^st March, 2024 the Company does not have any Joint venture.

11. PERFORMANCE OF SUBSIDIARY COMPANIES:

With a mission to simplify cybersecurity and make it more accessible, InstaSafe has grown from strength to strength to become Asia's fastest growing cybersecurity company. InstaSafe aims to make the internet safe, connected and open, by eliminating the gaps in traditional security tools. InstaSafe empowers organisations in their digital transformation journey, by enabling secure access of enterprise applications to users across the globe, with maximum security, seamless experience, and minimal risk. To secure enterprises from the abuse of excessive trust, InstaSafe empowers them in preparing their security infrastructure for digital transformation in a cloud-dominated world.

The outlook for Financial Year 2024-25 is to focus on Customer retention, growth & scaling up and stay focussed in the challenging environment and add more new capabilities.

InstaSafe was featured as Leader at "SPARK Matrix: Zero Trust Network Security, 2023" by Quadrant Knowledge Solutions (Sep 2023) and a Consistent Leader of G2 Grid in ZTNA Category. InstaSafe has added a big Logos to their customer base - Moglix Labs, BSES, Save Microfinance and more.

Internally InstaSafe have been making conscious changes within themselves to enable them to win through the right combination of people, processes and technology and staying profitable as a company. These initiatives will reap us rich benefits towards value creation in this Financial Year.

12. STATUTORY AUDITORS & AUDITORS' REPORT:

In terms of provisions of Section 139 of the Act, M/s. Borkar & Muzumdar, Chartered Accountants (Firm's Registration No. 101569W) were re-appointed as Statutory Auditors of the Company at 26^th the Annual General Meeting (AGM) held on 16^th August, 2019 to hold the office till the conclusion of 31^st AGM of the Company. The Report given by the Statutory Auditors on the Financial Statements of the Company is part of Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. Hence, it is an unmodified opinion in terms of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

As the term of M/s. Borkar & Muzumdar, Chartered Accountants as the Statutory Auditors of the Company expires at the conclusion of 31^st AGM, the Board of Directors of the Company at their meeting held on 24^th May, 2024, based on the recommendation of Audit Committee, has recommended to the Members the appointment of M/s. A P Sanzgiri & Co., Chartered Accountants (Firm Registration No. 116293W ), as Statutory Auditors of the Company, for a term of 5 (five) years from the conclusion of 31^st AGM till the conclusion of 36^th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s. A P Sanzgiri & Co., as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms the part of the Notice of the 31^st AGM of the Company. The Company has received the written consent and a certificate that M/s. A P Sanzgiri & Co. satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s. A P Sanzgiri and Co is a firm of Chartered Accountants registered and empanelled with the Institute of Chartered Accountants of India (ICAI). It was established in the year 1997 and is a firm incorporated in India. It has its registered office at Plot No. 22, House No. 174, Anand Nagar Lane, Behind Vakola Police Station, Santacruz (East), Mumbai - 400 055 apart from 4 other branch offices in various cities in India. It is primarily engaged in providing audit and assurance services to its clients.

13. SECRETARIAL AUDIT REPORT:

In line with the requirement of Section 204 of the Companies Act, 2013, the Company has undertaken Secretarial Audit for the financial year 2023-2024 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Board at its meeting held on 31^st January, 2024 had appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report issued by Mr. Upendra Shukla in Form No. MR-3 forms part of this Annual Report and is an Annexure to the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

15. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. The Management duly considers and takes appropriate action on recommendations made by the Statutory Auditors, Internal Auditors and Audit Committee of the Board of Directors. The Company has appointed M/s. S.P. Sule & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2023-2024.

16. CORPORATE GOVERNANCE:

The Company places great importance on maintaining the highest standards of Corporate Governance. It recognizes that good governance practices not only promote transparency and accountability but also contribute to the overall credibility and trustworthiness of the organization. The Company has also implemented several best governance practices. Your Company has complied with the governance requirements provided under the Companies Act, 2013 and listing regulations.

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

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

17. EMPLOYEE STOCK OPTION SCHEME:

Employee stock options play a substantial role in promoting the culture of employee ownership and in attracting, retaining, motivating talented personnel by way of recognising and rewarding them. Therefore, the Company is intending to issue employee stock options under ‘ABM Employee Stock Option Scheme 2024' to the employees of the Company whether existing of future by enabling them to participate in the ownership of the Company.

The Nomination and Remuneration Committee and Board of Directors of the Company at their respective meetings held on 23^rd May, 2024 and 24^th May, 2024 had approved the introduction of the Scheme, subject to approval of Members. The Company seeks your approval in regards to the implementation of the Scheme and grant of Options thereunder to the eligible employees of the Company as decided from time to time in accordance with the provisions of the Companies Act, 2013 and the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The main features of the Scheme are appended to the Notice of the ensuing AGM.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Industry Structure and Development:

E -governance in India has some notable strengths such as:

Digital Infrastructure: India has made significant strides in digital infrastructure, including widespread internet connectivity and mobile penetration.

Government Commitment: The Indian government has demonstrated a strong commitment to e-governance, as evidenced by initiatives like Digital India.

Citizen Participation: E-governance encourages citizen participation, transparency and accountability.

Efficiency: Automation and digitization streamline processes, improving service delivery efficiency.

Despite its growth, the E-governance sector has some weaknesses. There is still a digital divide, with rural areas lagging in access to technology though it is being bridged fast due to internet and connectivity.

Similarly, as e-governance expands, cybersecurity threats become more pronounced, as can be seen from many recent examples. Governments are making serious efforts to minimize the impact. Even then, it has been observed that some nations are adopting cyber attacks as a tool to create disruptions in targeted countries.

Bureaucratic inertia and resistance to adopting new technologies often hinder implementation. Resistance to reengineering age-old processes, a lack of commitment to pursuing cost and quality-based procurement, and a lack of continuity in the event of a change of E-gov Champion are often seen as weaknesses of the sector.

By and large, the industry is dominated by regional players as large companies are seen to be very selective in bidding for projects.

B. Existing Opportunities and Outlook:

Advent of AI has generated a lot of interest among customers. While there are no adequate use cases that can be scaled, enough efforts are being made to use AI in administration.

Technology and its implementation are, by far not the challenging factors. The success of e-government hinges on adoption and sustained use by overcoming initial rejection and resistance. These areas need continuous focus, as transparency and citizen participation would improve significantly as a result of these aspects. It can throw open opportunities like Inclusive Growth whereby, E-governance can bridge gaps and ensure inclusive growth by reaching marginalized populations. The use of AI and Data Analytics can enhance decision-making and policy formulation. It can open horizons for Collaboration with the Private Sector, accelerating innovation and service delivery.

ABM has Order book of ' 148 Crs to be executed in next 3-5 years.

C. Business Threats:

ABM experienced challenges due to brisk political developments in its home state of Maharashtra last year and the Code of Conduct this year due to parliamentary elections. Maharashtra will hold municipal elections shortly. Five states including Maharashtra will hold assembly elections in the second and third quarters of 2024-25. The restrictions of the Code of Conduct for these elections would significantly slow down the opportunities.

At the same time, ABM has intensified its diversification efforts to reduce dependence on a single business segment and geographical area. These efforts have continued but with a mixed success. It is impacting Order booking.

The investment in the associate Agritech Company Scanit in Silicon Valley, USA, will continue during the year. Scanit will take 1-2 years to become profitable as we find a good response to the products of Scanit. Till then it can impact the Balance sheet of ABM.

GoI has also undertaken an initiative to provide a municipal ERP to willing states free of cost through empanelled Implementation Partners. ABM is executing the same in two states for Online Building Plan Approval. This is a new product and a new technology for ABM, and ABM has to undergo a steep learning curve. The product is also evolving, thereby posing challenges to users as well as System Integrators like ABM. This is likely to cause Time and Cost overrun while developing new skill for ABM to repeat the same in more states.

All these can subdue the revenue and profits of ABM substantially during 2024-25.

D. Business Strategies and Planning :

ABM has certainly achieved leadership in the niche of e-municipality in India, with sustained profitability and performance that are unmatched by any of the competitors. However, these achievements have come at the cost of growth on the top line, as we have experienced in the past. ABM has been observing the adverse results of aggressive sales strategies of many small and large companies in this segment and has opted for a cautious approach. The experience of this segment, however, has been tough into successful execution and recovery of outstanding. Hence, ABM has intensified its ongoing efforts to diversify. There will be selective bidding in the core segment of e-municipality, which can result in a drop in the order books for a year or two. Areas such as technical manpower augmentation and Agritech start-up investment will remain priorities.

E. Human Resource Management :

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

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

• Inclusive Work Culture:

Promoting diversity and inclusion within the workplace to ensure all employees feel valued and respected. • Employee Motivation:

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

• Learning and Development:

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

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

During the financial year 2023-24, ABM initiated multiple workshops for employees in various roles. These workshops have not only enhanced employee skills but also improved the quality of support provided to our clients. Additionally, these enhanced employee capabilities are helping the organization sustain existing business and seize new opportunities. The workshops were delivered both online and offline.

To name a few, below were the workshops:

• Effective Business Communication

• Java Full Stack

• Microsoft Project Tool

• Statistics

• Reward and Recognition:

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

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

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

The said reward and recognition are aimed at:

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

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

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

• Offer better employee experience.

Below are the key rewards categories:

1. Employee of the Month - Rockstar Rookie

2. Employee of the Quarter - Gladiator

3. Employee of the Year - ACE

4. Customer Success Champion - CSC

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

• Employee Engagement:

Employee engagement is highly valued at ABM, aiming to connect all four pillars: Well-being, Company Culture,

Learning and Development, and Recognition. Engagement is linked to better mental and physical health. Engaged employees are generally happier and experience less stress, leading to a healthier workforce.

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

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

HR also organized multiple festival and engagement events namely:

• Republic Day

• Dental Camp

• Eye Check-up camp

• Ganpati

• Navratri

• Diwali

• Christmas

• Open & Fair Work Environment:

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

• Equal Opportunities & Non-Discrimination.

• Prevention of Sexual Harassment (POSH) policy.

• Open and transparent communication through various HR policies and employee forums. For E.g. Whistle-blower policy, Team meetings, 1 on1 discussions.

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

• Staff Augmentation:

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

ABM has assisted multiple clients in staff augmentation viz.

1. National Mineral Development Corporation (NMDC)

2. Madhya Pradesh State Electronics Development Corporation (MAP - IT)

3. Maharashtra Information Technology (MAHA - IT)

4. Chhattisgarh Infotech Promotion Society (CHIPS)

• Headcount:

* excludes full time associates.

• Key Financial Ratios:

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

Consolidated ratios

19. RISK MANAGEMENT:

There are no changes in the risk perception and mitigation strategies compared to previous years except for relooking at the Core Business Model as mentioned in the Business as well as threats.

The Company has developed and adopted a Risk Management Policy that ensures the appropriate management of risks in line with its internal systems and culture. The Company perceives risk management as a means of value optimization. The Company also recognizes the importance of internal controls and risk management in sustaining business continuity. The Company endeavors to make risk management and control essential components of the business environment exposed to different modalities of risks arising from internal and external sources. Risks are assessed department-wise such as financial risks, information technology-related risks, legal risks, accounting fraud, etc. It further assists the Board in fulfilling its corporate governance oversight responsibilities about identifying, evaluating, and mitigating operational, strategic, and external environment risks.

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

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

1. Core Business Model: Over the past two decades, the Company has established undisputed leadership in the Category of e-Municipality. The Company has earned an exemplary reputation for implementing successful projects when most other competitors had minimal success. However, the challenges faced in implementing projects successfully, demand and block vital resources such as Senior management bandwidth, Talented resources Bandwidth, and Financial resources on a much larger scale than the usual non-govt IT Services business. It poses restrictions on faster growth and less than usual returns on talent and finances. The Company is evaluating this situation and plans to evolve a mid to longterm strategy to minimize such impact / risk due to the prevailing core business model of the Company as discussed above.

2. Industry: With the movement to Digital Technologies, ABM will have to tweak its offerings by making necessary sales and solution strategy changes.

3. Supply-side risk for talent acquisition: The IT industry is characterized by its constant supply constraints due to technological advancements and personal growth sought by the employees. With a growing customer base and mission- critical projects, the unavailability of the right skilled resources at the right time in the correct quantity can pose a risk.

ABM has adopted a strategy of taking fresh graduates and training them specifically for technologies and domain-specific to ABM. Further, the Company constantly trains and re-trains existing resources for different skills and technologies.

Suitable HR practices are adopted to minimize the attrition rate. Lateral hiring is done to bring in fresh leaders.

4. Operational efficiency: The operational risk is mainly associated with client acquisition, execution of projects, information security and continuity of customer's business operations. The Company has project-level monitoring where such risks are identified and escalated to the board for suitable corrective measures on time.

5. Reputation: The Company's projects are in the Government sector, which is necessarily funded by public finance. This aspect may expose the Company to the risk of motivated public scrutiny from elements that are adversely affected by the success of the project, leading to transparency and sometimes competition. The Company strictly follows the Govt. processes of procurement. It executes projects with the highest possible standards of ethics and the best industry processes. Employees are made aware of the company policy and ensure the proper code of conduct is followed uniformly across projects. The Company has published its code of conduct for the benefit of employees. This has been helping the Company so far to win over the confidence of customers, even in situations of motivated public scrutiny aimed at hurting the reputation of the Company.

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

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

21. CODE OF CONDUCT :

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

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

22. AUDIT COMMITTEE COMPOSITION :

The Composition of the Audit Committee is as per Section 177 of the Companies Act, 2013 and the Listing Regulations. The Constitution, meetings, attendance and other details of the Audit Committee are given in the Corporate Governance Report which is part of the Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

23. VIGIL MECHANISM :

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower Policy to provide a mechanism for the Directors and employees to report their grievances, genuine concerns about unethical behaviour, actual or suspected fraud, and violation of the Company's Code of Conduct.

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

Brief details about the policy are provided in the Corporate Governance Report attached to this Report. The Whistle Blower Policy is available on the website of the Company.

24. PREVENTION OF INSIDER TRADING:

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

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

25. RELATED PARTY TRANSACTIONS:

In line with requirement of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction which is also available at Company's website www.abmindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

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

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

26. ANNUAL RETURN:

As required, pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2023-24, is available on the Company's website at

https://abmindia.com/uploads/Final%20Categorv%20wise/20240704181149 Annual Return 2023-2024.pdf

27. CORPORATE SOCIAL RESPONSIBILITY:

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

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

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

The Company has adopted a Policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules thereunder. The Company has also formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. While maintaining the highest governance norms, the Company has appointed external independent person who works in this area and has the requisite experience in handling such matters, as member of Internal Complaints Committee. The Company has ensured a wide dissemination of the Policy and have conducted various online/offline training sessions and awareness programmes for all employees across the Company. The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

30. PARTICULARS OF EMPLOYEES:

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

31. CONSERVATION OF ENERGY:

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

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

ABM is building competence in new areas like Digital Technologies, Microservices etc. There is no specific budget for R and D, however continuous technological improvement of flagship solutions are being done regularly.

33. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

( ' In Lakhs

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

34. LISTING FEES:

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

35. OTHER DISCLOSURES:

During the year under review:

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

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• no public deposits as defined under Chapter V of the Act have been accepted by the Company.

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

36. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

d) They have prepared the Annual Accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

37. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the support and co-operation your Company has been receiving from its Shareholders, Business Associates, Clients, Vendors, Banks, Financial Institutions, Central and State Government Organizations, Regulatory Authorities and Stock Exchange. We acknowledge their contributions and commit ourselves to continue and strengthen this fruitful alliance in all times to come.

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.

For and on behalf of the Board