Directors Report of ABM Knowledgeware Ltd.

Mar 31, 2025

Your Director’s are delighted to present the 32^nd Annual Report of the Company along with the Audited Financial Statements
(Standalone & Consolidated) for the financial year ended 31^st March, 2025.

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

	Consolidated		Standalone
Particulars	Year ended		Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income	10,484	9,749	8,914	8,511
Total expenses	8083	7,709	6,964	6,621
Earnings before interest, tax, depreciation and amortisation (EBITDA)	2804	2,403	2,092	2,032
Profit before tax (PBT)	2208	1,978	1,950	1,889
Profit after tax (PAT)	1710	1,532	1,561	1,488
EPS	7.26	7.18	7.87	7.38

The performance of the Company, in terms of revenue and profit has improved. The Company focused on the execution of
the orders on hand, which has resulted in improved performance. The Company’s Cybersecurity subsidiary has shown
substantial growth and profits compared to previous years.

2. OPERATIONS OF THE COMPANY:

Operations of the Company have now spread in India as well as abroad due to the associate Company Scanit
Technologies INC, USA. There has not been any other significant change in the Company’s operations compared to last
year. Currently many projects are in the implementation stage in states like Andhra Pradesh, Haryana, J & K, UP, Odisha,
Himachal Pradesh, Maharashtra, etc.

3. DIVIDEND :

Your Director’s 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, 2025. The payment of Final Dividend is subject to the approval of Members at the
32^nd Annual General Meeting (“AGM”) of the Company. The dividend if approved, by the members will be paid on or before
27^th September, 2025, 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. You r Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

4. TRANSFER TO RESERVES :

Your Director’s 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 EDUCATION 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, ''4,43,261.25 /- 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, 2025 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 Companies Act or the Listing Regulations. In accordance with the provisions of the Section 152 of the Act, with the
Rules made thereunder, Mrs. Supriya P Rane, Director retires by rotation at the forthcoming Annual General Meeting and
being eligible has offered her candidature for re-appointment.

The Company has received the following declarations from all the Independent Directors of the Company under the
provision of Section 149 (6) of the Companies Act, 2013, 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 Director’s prescribed under Schedule IV of the Act; and

c) they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of
Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may
be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Board also take on record the declarations and confirmations
submitted by the Independent Directors.

In the opinion of the Board, all Independent Director’s 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 this 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 & Compliance Officer were the Key Managerial Personnel of the Company as on 31^st March, 2025.

During the year under review, there were no changes in the Directors and Key Managerial Personnel of the Company,
except that Mr. Sharadchandra Abhyankar completed his second term as an Independent Director on 16^th August, 2024.
He was thereafter appointed as an Additional Non-Executive, Non-Independent Director with effect from 17^th August,
2024.

Further, Mr. Punit Jain, Independent Director of the Company, is due to complete his first term of five consecutive years on
03^rd September, 2025. The Board of Directors in there meeting dated 23^rd May, 2025 and based on the recommendation of
the Nomination and Remuneration Committee, proposes to re-appoint him for a second term of five consecutive years
commencing from 04^th September, 2025, subject to the approval of shareholders at the ensuing Annual General Meeting.

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 Six (6) 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”) continues to be classified as a Material Subsidiary of ABM as on
31^st March, 2025. Renowned for its cutting-edge, cloud-based Security-as-a-Service solutions, InstaSafe empowers
enterprises with comprehensive and uncompromising cybersecurity, enabling mobile and remote workforces to securely
access corporate applications, email, and web resources from any device, over any network, and from any location.
Further strengthening its global footprint, InstaSafe operates through its wholly owned subsidiary, InstaSafe Inc.,
incorporated in the State of Delaware, United States of America.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of
financial statements of subsidiary 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.
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 continued to become the Associate Company of ABM. As on 31^st March, 2025, the
Company does not have any Joint ventu re.

11. PERFORMANCE OF SUBSIDIARY COMPANIES AND ASSOCIATE COMPANY:

InstaSafe: Strategic Position and Forward Outlook:

InstaSafe achieved significant progress in FY 2024 by intensifying its focus on Zero Trust Security and cloud-native
access solutions. This strategic direction strengthened its position as a trusted cybersecurity partner, earning recognition
from leading analyst firms like GigaOm and Quadrant Knowledge Solutions. Customer satisfaction was validated through
multiple G2 accolades, including "High Performer - Fall 2024." Major client acquisitions like LIC, Bajaj, GTC Group,

NHPC, and leading private sector Bank demonstrated growing market influence. The Website V2.0 launch further
highlighted InstaSafe''s commitment to user experience and security excellence, achieving an A security rating.

India''s cybersecurity market presents substantial growth potential, valued at over USD 5 billion in 2024 and projected to
triple by 2034. InstaSafe''s Zero Trust Network Access specialization aligns perfectly with this expansion, particularly as
enterprises increase cybersecurity budgets-16% planning significant hikes in 2025. The BFSI sector, a core client
segment, faces heightened cyberattack risks, driving demand for InstaSafe''s solutions.

Immediate challenges include AI-powered threats targeting 72% of Indian organizations. Cybersecurity talent shortages
are being addressed by plans to double the workforce through strategic hiring. Intensifying market competition is met with
differentiation through simplified deployment and superior user experience as specified in the section of Risk
Management.

Medium-term considerations involve regulatory evolution under India''s Digital Personal Data Protection Act and emerging
quantum computing threats. InstaSafe is proactively developing compliance-by-design features and researching
quantum-resistant protocols to maintain leadership.

Growth opportunities are accelerating through enterprise digital transformation, increased government cybersecurity
budgets, and partnership expansion. InstaSafe will capitalize by broadening geographic reach into international markets,
diversifying its product portfolio, and enhancing capabilities.

For FY 2025, InstaSafe targets sustainable double-digit revenue growth by leveraging cloud-native advantages in
SME/mid-market segments. Strategic priorities include aggressive talent acquisition, Zero Trust platform capability
enhancement, and measured success through deployment efficiency, customer satisfaction metrics, and market share
gains. The Company stands at a pivotal moment—positioned to capture significant market share in India''s cybersecurity
sector while establishing foundations for global expansion through GTM expansion and customer-centric excellence.

Scanit Technologies: Some of the Recent Updates:

Scanit''s current strategy is to create a footprint on as many continents as possible to increase the potential for adoption by
establishing customer conviction in the technology brief overview of the outcomes in the last few quarters of kicking off a
focused GTM effort to deepen Scanit''s presence in the USA and expand globally are given below. This is in line with the
current strategy. (Some of the names are anonymised due to NDAs)

United States:

• Scanit continues to expand with its repeat, marquee customers including leading agri-input companies.

• The Technology is beefed to detect white mold (Sclerotinia Sclerotium), a disease-causing $320M in crop loss
annually for soybeans, starting in the 2025 season.

• Constellations Brands, a multi-billion-dollar conglomerate, has renewed and expanded the acres of their vineyards
under monitoring in 2025. They completed a commercial pilot in 2024 using Scanit’s tech to streamline scouting, time
their sprays and help with meeting ESG goals in To Kalon Vineyards in Napa Valley, one of the largest and most
lucrative grape growing regions in the world.

• Begun commercial pilots with 3 new marquee vineyards in Napa Valley owned by The Donum Estate and Chimney
Rock Winery. Inducted into Napa Valley Grape Grower Association.

• Kicked off Commercial Pilot with Beck’s Hybrids, 3^rd largest corn seed brand in the US.

• Signed first partnership and commercial pilot with a large drone spray company in US Midwest (a subsidiary of Heinen
Bros Ag).

• Bayer Crop Science, after concluding an encouraging multi-year research, is now considering rolling out the
technology for their seed corn farms.

• Added a new Business Development Partner in the US Midwest to further boost sales in the region.

• Signed agreement with multi-million-dollar AI based Drone Imagery company to pitch joint value proposition to B2B
customers.

• On the human health side, we have showcased our data to the world’s largest search engine company for evaluating
efficacy of our technology from our pilot on a Human Allergy Network in the San Francisco Bay Area. They have
encouraged us to approach their Indian counterparts.

• Here are some testimonials from our customers:

1. “Our early testing proved that the technology and data are reliable and can effectively be deployed at a larger scale,
and by larger scale, we’re talking an area roughly equivalent to the size of the United Kingdom, Ireland, and
Portugal combined,"- US Midwest Co-Op/FPO, Top 3 largest US Ag-retailers.

2. "Scouting for disease is mostly manual spore-trapping, predictive modeling, or NDVI imagery - reactive
approaches where timeliness and reliability is a concern,"said Amar Singh, managing director of FMC Ventures.
“Scanit''s technology is unique in how it physically and autonomously measures spores. When combined with other
parameters, Scanit holds the promise of alerting the grower before disease onset so they can better manage their
fungicide sprays."- FMC Ventures.

3. “Multi-year research conducted by our team at Bayer has demonstrated that Scanit’s SporeCam technology allows
autonomous, real-time detection of multiple pathogens with strong correlation to real in-field disease occurrence
observed by our technical team.

This data provides Bayer with invaluable foresight into potential disease risks at the farm and field levels, driving
informed decision-making within our Research Operations.

We particularly appreciate the seamless data accessibility through Scanit''s user-friendly dashboard, and the
exceptional support provided by their team".

- Oliver Guth (VP, Global R&D Precision Ag Technology Lead at Bayer) and Xiaobo Zhou (Phenotypic Data Innovation
Lead and Science Fellow at Bayer).

Canada:

• Scanit has begun discussions with a provincial governmental body with a goal to jointly propose Scanit working with a
leading telecom operator to provide a public sentinel network of Scanit Sporecams™ capable of autonomously
detecting airborne disease for crops like Canola and Potatoes.

Europe:

• A very large Japanese Tractor Company has placed repeat order for second year in succession for trialing of Scanit
Tech in early detection of Downy Mildew in Vineyards.

• Begun commercial partnership with our value-added partner in Europe in Wheat and training the device to learn Apple
diseases. Vision is to integrate data with ~500 weather stations for more accurate disease prediction.

• Concluded trials with a leading agri-input company in Netherlands for Roses in an indoor environment. They were able
to see improvement in yield quality using Scanit data-guided sprays versus traditional spray methods. This

strengthens and validates the efficacy of the Scanit in a different condition and in premium crops.

• Scanit has recently concluded trials for wheat in France by a multi-national fungicide company where they observed
statistically significant correlation between visible crop damage that was manually inspected and high spore count
data that Scanit autonomously collected.

• Added new Business Development Partner in Italy to boost sales in the region known for their vineyards.

Latin America:

• We are currently in preliminary discussion with an international corporation of Guatemalan origin about investing in
Scanit tech to trial Bananas, Coffee, and Roses. They are leaders in a complete line of agricultural inputs, digital
agriculture and other business lines in Central America, Colombia and Ecuador.

Africa:

• Renewed the Reseller Agreement with an influential reseller in South Africa named QMS that renders a variety of
applied professional services in the field of plant pathology, entomology, nematology, microbiology and other related
services. This is for citrus crops like Orange, and others like Cannabis and Corn.

India:

• Secured partnership with India’s largest Agri-tech company. Successful validation of technology established in
Nashik for Grapes.

• Won an award and were recognized by Central Govt. and Govt. of Maharashtra in India’s first international Agri-
Hackathon by outqualifying hundreds of applicants.

• Ongoing pilots with large Corporate and Progressive farmers have already earned their trust in the data - “Before there
was no way for me to tell if my farm is safe from disease coming through neighboring farms. Now I can!”This is a
representative comment.

• We are pursuing Asia’s largest telecom provider in India for marketing the Scanit technology in coming season after
their initial keen interest in the Scanit.

• Officially onboarded onto Nandan Nilekani led initiative for Unified Krishi Interface (UKI).

Mexico and El Salvador:

• New geos added to testing of Technology by global giant Bayer Crop Science.

Research and Development:

• In addition to ongoing product improvement in Scanit, we have ongoing experiments with two globally reputed
Universities in Agriculture, namely Purdue University and the University of Nebraska Lincoln. Both Universities are
seeing positive results.

• Early-stage discussions with University of Merced for testing the technology for area-wide detection of Valley Fever in
the human health space.

12. STATUTORY AUDITORS & AUDITORS’ REPORT:

In terms of provisions of Section 139 of the Act, M/s. A P Sanzgiri & Co, Chartered Accountants, Mumbai, (Firm

Registration number: 116293W) were re-appointed as Statutory Auditors of the Company at the 31^st Annual General

Meeting (AGM) held on 07^th August, 2024 to hold the office till the conclusion of 36^th AGM of the Company. M/s. A P
Sanzgiri & Co. have confirmed that they have not disqualified from continuing as Statutory Auditors of the Company and
satisfy the prescribed eligibility criteria. 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 Act and therefore disclosure of details under Section 134(3)(ca) of the
Act is not applicable. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any
further comments.

13. SECRETARIAL AUDITOR & AUDITOR’S REPORT:

In line with the requirement of Section 204 of the Companies Act, 2013, the Company has undertaken Secretarial Audit for
the Financial Year 2024-2025 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 13^th February, 2025 had appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial Auditor to
undertake the Secretarial Audit of the Company for the Financial Year 2024-25. 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 and Secretarial Compliance 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
and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The Board of Directors, at its meeting held on 23^rd May, 2025, based on the recommendation of the Audit Committee, has
considered, approved and recommended to the Members of the Company the appointment of Mr. Upendra Shukla as the
Secretarial Auditor of the Company. The proposed appointment is for a term of 5(five) consecutive financial years,
commencing from Financial Year 2025-26 to the Financial year 2029-30, on payment of such remuneration as may be
mutually agreed upon between the Board and the Secretarial Auditor from time to time. Mr. Upendra Shukla has
confirmed that he is not disqualified from being appointed as the Secretarial Auditor of the Company and meets the
eligibility criteria prescribed under the provisions of the Act and the rules made thereunder. For further details on the
proposed appointment of Secretarial Auditor, Members are requested to refer to the Notice of the 32^nd Annual General
Meeting.

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 Board, based on the recommendation of the Audit Committee, at its meeting
held on 13^th February, 2025 appointed M/s. S.P Sule & Associates, Chartered Accountants as Internal Auditor of the
Company for the Financial Year 2024-2025.

16. CORPORATE GOVERNANCE:

The Company places strong emphasis on upholding high standards of Corporate Governance. It understands that
effective governance fosters transparency and accountability, which in turn bolster the organization’s reputation and
trustworthiness. Furthermore, the Company has put in place various leading governance practices and adheres strictly to
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:

In 2024, based on the approval of the Shareholders vide resolution dated 07^th August, 2024 the Company introduced the
ABM Employee Stock Option Scheme 2024 (“ESOS 2024”). The Scheme aims to attract and retain talented employees,
motivate them with incentives and rewards, achieve sustained growth and shareholder value by aligning employee
interests with long-term wealth creation and foster a sense of ownership and participation among employees. The ABM
ESOS 2024 scheme instituted by the Company, in compliance with SEBI (Share Based Employee Benefits) Regulations,
2014 (SBEB Regulations). Relevant disclosures in accordance with SBEB Regulations have been uploaded on the
Company’s website. Additionally, the Company has obtained a certificate from the Secretarial Auditor confirming that the
Scheme has been formulated and approved in accordance with the applicable provisions of SBEB regulations.
Furthermore, the Company has adhered to the applicable accounting standards in this regard.

The Company applied to BSE Limited on March 24, 2025, seeking in-principle approval for the ESOS 2024. As of the date
of this report, the in-principle approval from the BSE is awaited, and therefore no options under the ESOS 2024 have been
granted to any employee.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Industry Structure and Development:

• In the Union Budget 2025-26, the Indian Government allocated ''26,026.25 crore to the Ministry of Electronics and
Information Technology (MeitY) with a strategic focus on advancing digital infrastructure, cybersecurity and
e-Governance initiatives. The objective is expanding digital public infrastructure, enhancing cybersecurity
capabilities and promote AI and semi-conductor ecosystems with a sharp focus on bridging the digital divide,
especially in rural areas. There are various programs under which these allocations are made. Some of these
programs are Digital India Programme (''2,255.25 crore), Electronic Governance (''1,538.34 crore) Cybersecurity
Projects (''255 crore). Promotion of IT / ITeS Industries (''1,183.56 crore), R&D in IT / Electronics (''445 crore), India
AI Mission (''712 crore) and Semi-conductor and Display Manufacturing (''1,249.75 crore). In addition, there are
further budgets allocated by State Govts, Local bodies, PSUs etc.

The advent and fast growth of AI is adding a new dimension in the IT Industry worldwide and companies are working
tirelessly to adjust the business strategies to face the impact of large-scale adoption of AI by customers world-wide. The
following are the Key Development Trends in the Industry:

• AI & Automation: Central to workflow transformation and innovation

• Cloud & SaaS: Dominant delivery models for scalable IT solutions

• 5G & IoT: Driving demand for edge computing and real-time data processing

• Cybersecurity: Rising investment due to increased data breaches

• Skills Evolution: High demand for digital skills in AI, data science, and cybersecurity
However, the industry faces a few Challenges dominated by the following top three challenges.

• Talent Shortage: Skill gaps in emerging technologies

• Regulatory Complexity: Data privacy and cross-border compliance

• Economic Volatility and geopolitical tensions: Impacting investment cycles

In general IT industry is poised for sustained growth, with technology becoming more and more a core enabler of business
strategy and innovation. ABM operates in the three domains i.e. E-governance, cybersecurity and Agri-tech. All these
sectors are in line with the current industry trend. Cybersecurity and Agri-tech operate in the cutting-edge technologies
thereby providing opportunities for higher growth.

B. Existing Opportunities and Outlook:

ABM specializes in e-Governance solutions with a focus on Urban Administration. Our flagship proprietary framework
MAINet™ is open-source and tailored for municipal operations. ABM is an empaneled partner for UPYOG, a Government
of India initiative for urban governance.

ABM’s prevailing Business Focus and status is as under:

• Municipal Solutions: Our offerings include MAINet, UPYOG, COTS implementations.

• Smart Cities: We are serving 1500 municipalities and 30 smart cities.

• Technical Manpower Augmentation Services: It has gained traction post-COVID.

ABM has been evaluating options to de-risk the single geography (India) and Single vertical (Urban Administration and
Govt) since past few years. The acquisition of a Cybersecurity company in Bengaluru and Agritech start up in the Silicon
Valley USA are a part of the same strategy.

ABM has been noticing some trends in its e-governance business (Urban Administration) for some time those are as
under :

• Urban e-Governance market is getting saturated with local players who don’t have experience of successful
implementation of project and use pricing as winning strategy.

• There is a shift in customer priorities toward quick, visible results avoiding hard work required to create a strong
foundation of Data and reengineered processes.

• Custom development projects face delays and payment issues.

• Account mining is yielding limited success due to procurement process and budget constraints for enhancing
budgets for contracted projects.

The business strategy to tackle these trends are discussed in the subsequent section in the MDA.

C. BusinessThreats:

ABM is operating in three segments. E-governance, Cybersecurity and Agri-tech. All these segments have high potential
and funding support from Govt as well as private sector as mention earlier while discussing Industry structure.

There are segment specific as well as generic threats. The generic threats would be more from external factors like
economy, geo political tensions and disruption being caused due to these factors as well as fast evolution of technology
such as AI and Quantum computing.

The segment specific threats can be summarized as under:

1. E-Governance Threats

ABM’s E-governance offerings involve digital platforms for public services and government operations which has some
inherent threats.

• Cyberattacks: Targeted attacks like ransomware, DDoS, and data breaches can disrupt services and compromise
sensitive citizen data. ABM take due precautions in the IT infrastructure if a part of its scope of work by selecting
reputed vendors for IT Infra components, regular CERT-IN certifications etc. Many of the govt. contracts have built in
provisions to address these threats. Even where IT Infra is not in ABM’s scope, care is taken to keep alerting
customers about the threats and necessity to take appropriate actions. Any incidents of breach are conveyed to all
the customers once known by us just to keep them alerted.

• Data Privacy Violations: Mishandling of personal data can lead to legal and reputational damage. Currently there
are no specific Data Privacy processes but the access rights and various other authorizations in the application
software, regular VAPT help is containing the threat. ABM follows a strict policy for handling customer data for its
onsite and offshore employees working on the projects.

• Regulatory Compliance: Constantly evolving laws (e.g., GDPR, data localization) can be hard to keep up with.
ABM’s current core business is domestic. However, these aspects will become relevant in the Agri-tech business
which operates “Data as a Service” model.

• Political Risks: Changes in government or policy can affect funding, priorities or continuity of projects.

2. AgritechThreats

ABM’s associate company Scanit Technologies uses ML / AI based technology to minimise crop losses due to airborne
pathogens during growing and post-harvest stages. It can face the following threats:

• Climate Variability: Unpredictable weather patterns can reduce the effectiveness of predictive models and tech
solutions using the data from Scanit platform. However, Scanit’s core offering is “Data Subscription” for detecting
airborne pathogens. Use of the data for such predictive model is one of the uses of the data. There are multiple types
of organisations who need such data. Hence the impact of this threat is limited in nature.

• Adoption Resistance: Farmers are generally hesitant to adopt new technologies due to cost, lack of training, or
cultural factors. These are being addressed by working with ag-retailers, FPOs, Pilot implementations, validations
by credible global organisations etc. Any innovative technology undergoes a cycle of doubts, validations and finally

convincing value proposition. Significant efforts are needed to undergo the cycle and it poses a business risk funding
such long cycles.

• Data Security: Sensitive data on land use, crop yields, and farmer profiles must be protected. Scanit has inhouse
methods of protecting data and this is something which will need constant watch and updating of the strategy.

3. Cybersecurity Threats

ABM’s subsidiary, InstaSafe, is in the core business of providing secured access to enterprises from remote users. This
business can face the following threats:

• Advanced Persistent Threats (APTs): Sophisticated, long-term attacks often backed by nation-states requiring
constant updating of the methods used for controlling access.

• Zero-Day Vulnerabilities: Unknown flaws in software that can be exploited before a fix is available. This can be
minimised by thorough testing and certifications from credible agencies.

• Talent Shortage: High demand for skilled professionals makes hiring and retention difficult. One of the ways to
address this is to constantly build a pool of freshers and train them in addition to continuously looking for lateral
recruitments.

• Rapid Tech Evolution: Constantly changing threat landscape requires continuous innovation and hence
investments.

• Reputational Risk: A breach in a cybersecurity firm can severely damage trust and credibility.

D. Business Strategies and Planning :

As mentioned in the Existing Opportunities and Outlook section, ABM is experiencing some constraints in growing the
core segment of e-governance business.

To address these aspects ABM is planning a strategic shift in approach with increasing Focus on solutions with more
predictable implementation cycles and recurring revenue, explore non-hardware-based solutions like smart classes and
LMS (Learning Management Systems) and Targeting departments with budget-approved schemes (Agritech, education,
tourism, Samagra Shiksha).

The implementation strategy is being tweaked by collaborating with trusted partners having strong financials, proven track
record and ethical alignment instead of solely using ABM’s inhouse resources for implementation of the projects.

The solution offerings are being widened with Key offerings include such as:

• OBPAS (Online Building Plan Approval)

• DEAS (Migration to Double Entry Accounting System)

• Smart classrooms, LMS (Learning Management Systems)

• Power Sector and Oracle ERP migration

• Agri-tech

The initial outcome of the changes strategy is yielding a fair outcome with wins in the areas of OBPAS, DEAS, LMS, Oracle
implementation.

This strategy will be pursued during current year including high focus in promoting Scanit offerings in India.

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:

• InclusiveWork Culture:

Promoting diversity and inclusion within the workplace to ensure all employees feel valued and respected.

• Employee Motivation:

Implementing various engagement 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 2024-25, 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:

• Power BI

• React Native

• Test case Review Checklist

• CMMi Orientation

• 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 include 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 a better employee experience.

Below are the key rewards categories:

1. Employee of the Quarter - Gladiator

2. Employee of the Year - ACE

3. Customer Success Champion - CSC

4. 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 festivals and engagement events, namely:

• Health Check-up camp

• Dawat-e-Iftar

• Independence Day Celebration

• Ganesh Chaturthi

• Navratri Celebration

• Diwali celebration

• Christmas & NewYear celebration

• Women''s day celebration

• Holi

• Gudi Padwa

• 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-on-1 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, state government agencies, and private IT companies. Staff augmentation at ABM acts
as a bridge between the available talent pool with the required skills and the availability of short-term 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. Madhya Pradesh State Electronics Development Corporation (MPSEDC / MAP - IT)

2. Maharashtra Information Technology (MAHA-IT)

3. Chhattisgarh Infotech Promotion Society (CHIPS)

4. National Informatics Centre Services Incorporated (NICSI)

• Headcount :

S. No.	Year	Current Headcount*
1	April 2023 - March 2024	511
2	April 2024 - March 2025	561

* 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 ratios

Particulars	Unit	March, 2025	March, 2024
Debtors Turnover Ratio	Times	2.02	2.22
Current Ratio	Times	7.53	8.75
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	19.30	18.92
Return on Net worth	%	6.88	6.84

Consolidated ratios

Particulars	Unit	March, 2025	March, 2024
Debtors Turnover Ratio	Times	2.22	2.29
Current Ratio	Times	6.46	7.49
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	17.69	16.81
Return on Net worth	%	7.40	6.93

19. RISK MANAGEMENT:

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. Modification in the Core Business Model: As discussed earlier ABM is changing its implementation and solution
strategy. These strategies would need a minimum of a couple of years to bear fruit and can impact revenues as well as
profitability.

2. Scanit Technologies: The global traction for Scanit Technologies platform is extremely encouraging. However, there is a
risk of more time required for a repeatable and scalable model to evolve. ABM investment will provide funds for Scanit to
manage its operations for some period, but it will necessary that Scanit becomes self-sufficient within that period. Till such
time there will be negative impact on the ABM financials. Scanit is currently facing challenges due sizeable hit to revenue
due to non-renewal of large customer in the row crop segment due to tough market conditions and delay in identifying and
hiring Sales Talent, which is currently affecting sales bandwidth.

Other risk outlined earlier still remain relevant. These include the risk of fast evolving technologies, supply side risk of
talent acquisition, impact on operation efficiency due to modified solution and implementation strategy and reputation risk
associated project performance.

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
ANDTHE 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 Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other matters as prescribed by the Board from
time to time. 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 :

The Company has established a vigil mechanism in the form of a Whistle Blower Policy for Directors and employees of the
Company to report genuine concerns about unethical behaviour, actual or suspected fraud, and violation of the
Company’s Code of Conduct or other policies of the Company, details of which are provided in Corporate Governance
Report, which form part of this report.

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. 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 secu rities 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 Companies Act and the Listing Regulations, the Company has formulated a Policy on
Materiality of Related Party Transactions and dealing with Related Party Transaction (RPT Policy) 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. During the year, the Board
approved amendment to the RPT Policy at its meeting on 13^th February, 2025 based on the Audit Committee’s
recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

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 2024-25, is available on the Company’s website at

https://abmindia.com/uploads/Final%20Category%20wise/20250728175851 Annual Return 2024-2025.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 2024-2025.

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 tu rned 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 is being done regularly. ABM will be spending
a certain amount on the adoption of Scanit Technologies INC., towards R&D on new pathogens and pilot implementation
for the easy adoption of these innovative technologies.

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

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo*	1,129.74	988.71

• 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 The 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; the requirement to disclose the details of the difference
between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reason thereof, is not applicable.

• no public deposits as defined under Chapter V of the Act have been accepted by the Company, nor any default made
in payment in repayment of deposits or payment of interest thereon during the year. Also, there were no loan
received from the Directors of 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 of Directors wishes to place on record its sincere gratitude to the Shareholders, Business Associates, Clients,
Vendors, Banks, Financial Institutions, Central and State Government Organizations, Regulatory Authorities and Stock
Exchange for their continued trust, support and cooperation. Their invaluable contributions have been instrumental in the
Company’s growth and success, and Board looks forward to nurturing and strengthening these enduring relationships in
the years ahead.

The Board also extends its heartfelt appreciation to all employees at every level of the organization for their unwavering
commitment, diligence, teamwork and dedication throughout the year. Their collective efforts and spirit of solidarity have
been key drivers of the Company’s achievements.

For and on behalf of the Board
Sd/ - Sd/ -

Date : 23^rd May, 2025 Prakash B. Rane Sharadchandra D. Abhyankar

Place: Mumbai Managing Director Director

(DIN: 00152393) (DIN: 00108866)

---

Mar 31, 2024

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)

	Consolidated		Standalone
Particulars	Year ended		Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Income	9,749	8,480	8,511	7,059
Total expenses	7,709	6,628	6,621	5,386
Earnings before interest, tax, depreciation and amortisation (EBITDA)	2,403	2,177	2,032	1,822
Profit before tax (PBT)	2,040	1,851	1,889	1,673
Profit after tax (PAT)	1,532	1,455	1,488	1,288
EPS	7.18	6.64	7.38	6.47

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)

• Hnarlnnunf"

S. No.	Year	Current Headcount1
1	April 2022 - March 2023	422
2	April 2023 - March 2024	511

* excludes full time associates.

ratios that are identified bv the Company, below are the details (Standalone):

Particulars	Unit	March, 2024	March, 2023
Debtors Turnover Ratio	Times	2.22	1.98
Current Ratio	Times	8.75	8.81
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	18.92	19.62
Return on Net worth	%	6.65	6.17

Consolidated ratios

Particulars	Unit	March, 2024	March, 2023
Debtors Turnover Ratio	Times	2.29	2.21
Current Ratio	Times	7.49	7.62
Debt Equity Ratio	Times	0.00	0.00
Net profit Margin	%	16.81	18.24
Return on Net worth	%	6.46	6.31

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 I -ilfhct

Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo2	988.71	1,303.88

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 Sd/ - Sd/ -

D_at_e : 24^th M_ay, 2024 Prakash B. Rane Sharadchandra D. Abhyankar

Place: Mumbai Managing Director Director

(DIN: 00152393) (DIN: 00108866)

1

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

2

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

---

Mar 31, 2018

The Directors are delighted to present the 25^th Annual Report of the Company along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended 31^st March, 2018.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED) :

( In Rs. Thousand)

	Standalone		Consolidated
Particulars	Year ended 31.03.2018	Year ended 31.03.2017	Year ended 31.03.2018
Gross Income	7,40,218	11,25,834	7,65,060
Profit Before Interest and Depreciation	2,10,658	3,11,182	2,07,645
Finance Charges	3,158	2,438	3,166
Gross Profit	2,07,500	3,08,744	2,04,479
Provision for Depreciation	15,931	26,746	16,192
Net Profit Before Tax	1,91,569	2,81,998	1,88,287
Provision for Tax	47,025	98,740	47,280
Non-Controlling Interest (on	-	-	2,801
Net Profit After Tax	1,44,544	1,83,258	1,43,808
Surplus - Opening Balance	12,35,411	10,81,804	12,35,411
Amount Available for Appropriation	13,79,954	12,65,062	13,79,218
Other Comprehensive (Income) / Loss (net of tax)	402	443	418
Dividend and Dividend tax paid during the year	30,093	30,093	30,093
Surplus - closing balance	13,50,263	12,35,412	13,49,543

Note: Result for the year ended 31^st March, 2018 are in compliance with the Indian Accounting Standards (Ind-AS) notified by Ministry of Corporate Affairs. Consequently result for the year ended 31^st March, 2017 and transition date of 1^st April, 2016 have been restated to comply with Ind-AS to make them comparable.

2. OPERATIONS OF THE COMPANY :

The last year has been a tougher year due to closure of many long term and profitable contracts. However the geographical spread of the operations of the company has increased and projects of varying sizes were undertaken in 23 states of India compared to 11 states last year. All the projects have been implemented and reached the logical end or are on right track. This has been one of the hallmarks of your company whereby almost all projects undertaken by your company are implemented successfully despite of huge challenges faced during implementation of project. This year includes the operations of the subsidiary Instasafe Technologies Pvt. Ltd. ABM continues to operate from offices in New Delhi, Patna, Mumbai, Bhopal and office of the subsidiary in Bangalore.

3. DIVIDEND:

After considering earnings, requirement of funds and with the objective of rewarding the Shareholders, your Directors have recommended a Final Dividend of 25% (i.e Rs.1.25/- per Equity Share of Face Value of Rs. 5/- each) for the year ended 31^st March, 2018, subject to the approval of Members at the ensuing Annual General Meeting. The dividend, if approved, will result in a cash outflow of Rs.3,00,92,710/- including dividend distribution tax.

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 EDUCATION 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, Rs.2,93,627/- 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, 2018 the Authorized share capital of your Company was Rs.12,50,00,000/- consisting of 2,50,00,000 Equity Shares of Rs.5/- each and paid up equity share capital was Rs.10,24,15,000/- consisting of 2,00,02,200 fully paid up equity shares and 6,97,800 forfeited equity shares of Rs.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):

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, offer herself for re-appointment. Board recommends her re-appointment.

A brief profile of Mrs. Supriya P. Rane has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Devendra Parulekar as an Independent Director for 5 (five) consecutive years commencing 10^th August, 2018 up to 9^th August 2023.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

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 atwww.abmindia.com. The Company has issued a formal letter of appointment to the Independent Director in the manner as provided in the Compan ies Act, 2013. The terms and conditions of the appointment have been disclosed on the website of the Company.

There has been no change in the Key Managerial Personnel (KMPs) of your Company during the year under review.

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.

8. MEETINGS:

During the year five Board Meetings and five 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.

9. PUBLIC DEPOSITS:

During the year under review, your Company did not accept any public deposits under Chapter V of Companies Act, 2013 and no amount on account of principal and interest on public deposits was outstanding on the date of the balance sheet.

10. SU BSIDIARIES, JOINT VENTU RES AND ASSOCIATE COM PANIES:

InstaSafe Technologies Private Limited ("InstaSafe"), a subsidiary of your Company, 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.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary company in Form AOC 1 is attached herewith. The separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

As on 31^st March, 2018 the Company does not have any Joint venture or Associate Company.

11. PERFORMANCE OF SUBSIDIARY COMPANY:

Cybersecurity is one of the foremost challenges of the digital age. The global growth of networks and data, fuelled by technological innovation, has enabled society to make quantum leaps & breakthroughs. This rapid, sweeping change has also created a long-term challenge: managing inherent security risks in an increasingly interconnected world economy as hacking threats escalate. InstaSafe was founded with the mission to make organ izations more safe, secure & productive by leveraging the power of the cloud by an experienced cross functional team.

InstaSafe products include:

InstaSafe Secure Access - (A Next Generation Cloud Based Secure Access Solution) - InstaSafe Secure Access solution provides an identity based granular access control solution based on the principles of Software Defined Perimeter (SDP). SDP concepts have been derived from the military, especially the Defense Information Systems Agency (DISA), where every device is pre-attested before it can ''connect'' to the network followed by verification of the identity of the user using MFA leading to knowing exactly what device was being used and by whom to access the application. With the device & user''s knowledge, we are able to ensure that the device and the user are able to only ''see'' and ''access'' the data, that they have '' prior approval'' to see or access -the '' need-to-know'' access model.

SafeHats - (Managed Bug Bounty and Vulnerability Coordination Platform) - The SafeHats Launchpad platform connects security conscious Enterprises, Financial Institutions and Governments with the WhiteHat hacker community to have their products tested against vulnerabilities. SafeHats is a cybersecurity marketplace platform where on one side there are enterprises that want to do security testing of their application and on another side there are Security researchers / Ethical Hackers who work as on-demand basis and perform security penetration testing of the application.

InstaSafe in this financial year has doubled its customer base and protected Microfinance institutions, Financial Services, Manufacturing, Retail & security conscious start-ups. InstaSafe in this period, has gained significant geographical spread and has now end-user deployment footprint across India, China, Canada, UK, USA. To ensure high availability and optimal performance, Instasafe has opted for data centres available across USA, India, Singapore, Hong Kong & South Africa. It has grown at 60% YoY, while the net loss decreased to Rs.63 lacs from Rs.117 lacs.

IntsaSafe has been selected as part of the Oracle Startup Cloud Accelerator (OSCA), received 2nd best workplace in India under BWpeople "Best workplaces among startups" ; been the recipient of the prestigious CIO Choice awards for the fourth consecutive time; winners of the Yourstory Top Tech 30 awards, Cybersecurity Excellence Award finalists for Cybersecurity Product of the Year; Cybersecurity Excellence Award for Cybersecurity Team of the Year (Asia/Pacific). InstaSafe has partnered with leading data centres including IBM, AWS, Microsoft azure to offer best-in-class product offerings.

Given that the Cloud Security space is still in its early stages & evolving, InstaSafe is in the initial phase of development and is positioned for long term value creation. This causes some short term fiscal stress. This is by design and inherent to the cybersecurity industry in its early stages of growth. InstaSafe continues to invest into building scalable products and scale globally.

The outlook for the coming financial year, is to expand into international markets and scale the product, sales & marketing efforts with global partnerships & alliances. Instasafe expects operating expenses to increase significantly over the next several years, particularly in fiscal 2019, as we continue to hire additional personnel, particularly in sales and marketing, expand our operations and infrastructure, both domestically and internationally, and continue to develop our platform.

12. AUDITORS :

M/s. Borkar & Muzumdar, Chartered Accountants were appointed as Statutory Auditors of the your Company at the Annual General Meeting held on 18^th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

13. AUDITORS'' REPORT :

The Report given by the 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 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. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. SECRETARIAL AUDIT REPORT :

The Board had appointed Mr. Upendra Shukla, Practicing Company Secretary as Secretarial Auditor to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The Secretarial Audit Report issued by Mr. Upendra Shukla in Form No. MR-3 forms part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

15. COMPLIANCE WITH SECRETARIAL STANDARDS :

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

16. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS :

The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

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 Di rectors.

The Company has appointed M/S. S.P. Sule & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2017-2018.

17. CORPORATE GOVERNANCE :

Corporate Governance is a continuous process at ABM. It is about commitment to values and ethical business conduct. Systems, policies and frameworks are regularly upgraded to effectively meet the challenges of rapid growth in a dynamic external business environment. Your Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability paving the way in building confidence among all its stakeholders for achieving sustainable long term growth and profitability. 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.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Industry Structure and Development:

Last year, the IT industry faced significant challenges on account of adverse changes in visa policies in important markets for software companies engaged in export. Another challenge faced by IT industry is on account of new technologies leading to automation of processes causing serious impact on the growth of jobs and need for re-skilling the existing employees on new technologies.

The domestic market dominated by govt. sector continues to face the age old challenges of cost and time overruns, payment delays, tenders with difficult terms and conditions etc. There is a lot of attention seemingly given to the use of IT in govt. operations. However there is a need for institutionalized mechanism whereby the important aspects like proper budgeting, fair terms for tendering, vendor finalization using blend of quality and cost parameters, time bound implementation and sustenance etc. are achieved to attract capable IT companies to govt. segment. There are some bright spots where a few companies like ABM have successfully executed e governance projects. This has built confidence that e governance projects are capable of delivering good results and can give good RoI to all stake holders including govt. and citizens.

Govt has shown willingness to support startups to boost innovation and adoption of new technologies. However, the same needs to be well supported by necessary procurement processes. There are massive initiatives being taken for reskilling which is a good step forward.

On one hand there are many tenders which do not get adequate bidders and on the other hand there are some regional companies which continue to bid aggressively by quoting unviable prices and finally resulting into project failures in most of such cases. Important projects like Smart Cities are rolled out but the progress is not as satisfactory as expected by govt compared to the support given by central govt.

In general, there is willingness and even availability of budget from govt. to push e-governance but there is a need to create a conducive environment for IT industry to participate in the govt. programs with more interest and enthusiasm.

B. Existing Opportunities and Outlook :

The last year has been particularly challenging as some of the big long term contracts of your company have seen tapering of scope as well as some contracts have come to an end. This is in line with outlook mentioned in the last annual report as a known business threat. This has impacted topline and bottom line. However, even in general for past couple of years your company has been following a cautious approach of doing selective bidding by giving higher priority to ability of the company to execute the project " successfully and profitably".

ABM understands the huge opportunity offered by this market segment and would like to harness it with utmost caution rather that uncalled for aggressiveness. As mentioned in the earlier annual report as per Gartner (Source: All Press Release on February 13, 2017 on Gartner Website), the governments in India could have spent $7.8 billion (9.5 percent growth over previous year) on IT products and services last year. This included spending on internal services, software, IT services, data centers, devices and telecom services by local, state and Union governments. IT services would include consulting, software support, business process outsourcing, IT outsourcing and implementation.

However, there are several IT companies who have shown limited understanding of this market segment resulting into catastrophic impact on their business during last 3-5 years. This includes many MNCs who were new entrants into the market as well established large and SMEs in India. Difficulties faced by such companies offer immense learning to established companies like ABM about the avoidable errors. This aspect shapes the ongoing business strategies of your company.

The approach of selective bidding adopted by your company has surely limited the opportunities where ABM participates. This can impact business in short to medium term. Considering the current market conditions, ABM feels that it is necessary to focus on some of the niche areas where company has strengths and conserve resources for implementation of growth plans being evolved and experimented. Your company is one of the few IT companies in e government sector in India which has five state-wide roll out projects, 3 of which have been successfully executed and rest under implementation. All the existing customers have shown preference to remain associated with ABM subject to following due process of procurement. Your company has managed to keep its outstanding payment under control and ensured that resources will not be inadequate for right opportunities. This kind of profile is not enjoyed by many IT compan ies dealing in e government market space.

C. Business Threats :

As we have been outlining in most of the annual reports the company faces various risks and threats associated with e government business. It includes possible payment delays, Time and Cost overruns, Disruptions in the project when head of the organization is changed, challenges in attracting good talent to work in less developed states and in interior regions of India etc. You company has been adopting a cautious approach of building business brick by brick rather than a big bang approach. Inexperienced competition remains a threat and results into loss some of the opportunities.

D. Business Strategies and Planning:

As mentioned above, the business strategy will be dominated by avoidance of mistakes made by fellow travellers in this market segment on one hand and careful exploitation of the immense opportunity offered by this segment on the other hand. Focus will remain on successful completion of the projects on hand and minimizing cost overruns / payment outstanding.

The focus segment will be e Municipality where your company is a leader in India with impeccable record. Smart Cities will also be a focus on case to case basis. Many municipalities which are already automated by your company are part of the smart city and those projects are tendered without the component of the e governance.

The need and scope for cybersecurity is discussed in this report while explaining the performance of the subsidiary. Cybersecurity solutions from our subsidiary will also be part of the focus for upselling and cross selling to govt. segment. We have noticed good interest from govt. customers in our initial go to market initiatives and efforts will be done to build on the initial traction.

ABM is planning to develop solution for Smart Water Management. Water is crucial for a country''s development and economic growth. Though India is endowed with bounty of rainfall, unplanned development and management of water is leading to water scarcity, economic and environmental strain which may increase manifold in the coming decades. Some of the major issues with Water Management are related to Water source and extraction, storage & purification, water distribution, consumption & billing and waste water management. ABM has a strong track record providing solution for automation of water billing, accounting and MIS. This strength will be leveraged for building a Smart Water Management System. This system will be using various ICT interventions to achieve effective water management end-to-end water management i.e. from source to tap. Use of technologies like IoT will be the core to the strategy of building this solution.

Your company will also consider developing competence in the new technology areas. Pilot projects for implementing block chain are won by ABM through its subsidiary. Avenue for further acquisitions in the new technologies like Analytics, IoT and AI will be examined subject to availability of right companies.

The strategy of working closely with existing prestigious customers and retaining them will continue with due consideration to the increased competition in some of the key accounts of your company.

E. Human Resource Management:

Aim of Human Resource Management

- To enable ABM to attract, integrate, develop and retain the best talent to deliver business growth.

- Fulfill business demand, deliver consistently high utilization rates and keep manpower costs within the desired range as per Business plan.

- Deploy meaningful practices to enhance the engagement, capability and competitiveness of our workforce.

i) Headcount

S. No.	Year	Current Headcount
1	April 2016 - March 2017	769
2	April 2017 - March 2018	434

ii) HR Events

- Quarterly mentorship & feedback program.

- "Saturday Funday" challenge was endorsed to hunt the hidden talent within the team.

- Employee get-together was organized at many locations.

iii) Recognition

- Career Enhancement opportunities

- Recognized employees'' performance with an appreciation letter to family.

- Hired talented Professional Graduates from the reputed universities and Institutes.

iv) Motivational and Focus Areas

- The Company continues to invest in the form of training for enhancing its Human Capital by providing opportunities to its employees to develop their skills and competencies relevant to the business requirements.

- We follow Equal Opportunities & Non Discrimination Policy and do not discriminate on basis of race, color, gender, caste or religion.

- The Company''s relentless pursuit to connect with employees on a regular basis, communicate in an open and transparent manner, provide opportunities to learn and grow within the organization are yielding desired results as is evident from the high retention rate and the motivation and engagement levels of the employees.

F. Discussion on financial performance with respect to the operational performance (Standalone) :

( In Rs.Thousand)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Gross Income	7,40,218	11,25,834
Less: Service Tax /GST	1,10,479	1,45,926
Gross Income (net of Service Tax/GST)	6,29,739	9,79,908
Less : Total expenditure	4,54,101	7,24,657
Gross profit before Depreciation & Taxation	1,75,638	2,55,251

There is significant impact of various factors on performance of your company. These are discussed in detail in the Management Discussion and Analysis.

19. RISK MANAGEMENT :

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risk which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed department wise such as financial risks, information technology related risks, legal risks, accounting fraud, etc. The Risk Management Committee assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

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 which in the opinion of the Board can impact the performance of the company.

1. Industry: Industry risks are competition, newer business models like PPP, and disruptive technologies like Artificial Intelligence, Machine Learning, Virtual Reality (VR) and Augmented Reality (AR), Automation, slower decision making due to impending elections in coming year.

2. Supply side risk for talent acquisition: With growing customer base and mission critical projects, unavailability of right skilled resources at right time in right quantity can pose a risk. The company constantly trains and re-trains existing resources for different skills and technologies. Suitable HR practices are adopted to minimise the attrition rate. Lateral hiring is done to bring in fresh leaders.

3. 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 board for suitable corrective measures on time.

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

There are no planned material changes or commitments made by company that will affect the financial position of the company during the above mentioned period except the balance investment commitment of approximately Rs. 4 crores in the subsidiary subject to satisfactory progress. The liquid cash available with the company may also be utilized if the plans for acquisition fructify faster than envisaged.

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 is annexed to th is report.

22. AUDIT COMMITTEE COMPOSITION:

The Composition of the Audit Committee is as described in the Corporate Governance Report, which forms part of this 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. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

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:

In compliance with the SEBI regulations on prevention of insider trading, the Company has in place (1) (i) a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, the disclosure requirements and procedure thereto, Preservation of Price Sensitive Information, Trading while in possession of unpublished Price Sensitive Information, Prevention of misuse of Price Sensitive Information, etc.; and (2) a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information detailing the principles of fair disclosure. The same has been circulated to Directors and designated employees of the Company. They are regularly reminded about their obligation under the policies and also informed 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 Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions 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. Prior omnibus approval of the Audit Committee is obtained on an annual basis, which is reviewed and updated on quarterly basis.

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, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your 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. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is appended as an Annexure to this Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY:

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 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. Company has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Company has ensured a wide dissemination of the Policy and have conducted various awareness programmes in the organization. The Company has not received any complaint of sexual harassment during the financial year 2017-18.

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. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as 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. 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 equipments are turned off, whenever they are not required by the office staff.

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

Your Company has continued its focus on ''Productisation of Services'' by innovative business models. Company is putting in efforts to adopt the latest technologies to address the demand for "Digital Business". The flagship products of the company have progressed well with respect to upgradation to the latest technology for reducing the total cost of ownership for customers and becoming more competitive in market. PoCs in block chain for application in govt space are undertaken.

33. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company did not have any Foreign Exchange earnings or outgo in last year.

34. LISTING FEES:

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

35. DIRECTORS '' RESPONSIBILITY STATEMENT:

The 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 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 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.

35. ACKNOWLEDGEMENT:

Your Board places on record their deep appreciation to employees at all levels for their perseverance, loyalty and unflinching efforts by their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an innovative leader in Software & Services segment of Indian IT Industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its business partners and others associated with our various software projects and services.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Bankers, Central and State Government Organizations, Regulatory Authorities, for their continued support which was a great help to us in managing our continued growth. We acknowledge their contributions and commit ourselves to continue and strengthen this fruitful alliance in all times to come.

For and on behalf of the Board

Date : 30^th May, 2018 Prakash B. Rane Sharadchandra D. Abhyankar

Place: Mumbai Managing Director Director

(DIN:00152393) (DIN:00108866)

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Mar 31, 2017

The Directors have pleasure in presenting the 24^th Annual Report on the business and operations of your Company, along with the Audited Accounts, for the financial year ended 31^st March, 2017.

1. FINANCIAL PERFORMANCE OFTHE COMPANY (STANDALONE) :

The highlights of financial performance of your Company are as follows: (In Rs. Thousand)

Particulars	Year ended 31.03.2017	Year ended 31.03.2016
Gross Income	11,25,856	8,89,405
Profit Before Interest and Depreciation	3,11,547	2,89,647
Finance Charges	2,438	3,067
Gross Profit	3,09,109	2,86,579
Provision for Depreciation	16,898	16,808
Net Profit Before Tax	2,92,211	2,69,771
Provision for Tax	1,01,698	94,061
Net Profit After Tax	1,90,513	1,75,711
Balance of Profit brought forward	8,76,410	7,30,792
Balance available for appropriation	10,66,923	8,76,410
Proposed Dividend on Equity Shares	-	25,003
Tax on proposed Dividend	-	5,090
Transfer to General Reserve	-	-
Surplus carried to Balance Sheet	10,66,923	8,76,410

2. OPERATIONS OF THE COMPANY:

Operations of the company have been generally stable during last year. Some regions like Madhya Pradesh, Bihar had seen increased activities due to advanced stage of project implementation. The total head count increased 6% against 26 % increase in gross revenue which shows encouraging trends of non-linear revenue growth. The business development teams have been strengthened by deputing business development resources to cover larger number of states compared to last year. The focus to increase operational efficiency by automating certain support functions by using Pay Per Use software has continued by covering more operational areas. The Company continues to operate from offices in New Delhi, Patna, Mumbai, Bhopal and Chennai. Presence in other states like MP and Bihar is being leveraged to tap more business opportunities in these and nearby states. Company is executing projects of varying sizes in 11 different states compared to 6 states last year.

3. DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of 25% (i.e.Rs.1.25/-per Equity Share of Face Value of Rs. 5/each) for the year ended 31^st March, 2017. Payment of dividend is subject to the approval of shareholders at the forthcoming Annual General Meeting and would involve a cash outflow of Rs. 3,00,92,710/- including dividend distribution tax.

4. TRANSFER TO RESERVES:

No amount was proposed to be transferred to the reserve during the year under review.

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

Pursuant to 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, Rs.1,53,366/- of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund (IEPF).

The Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 12^th August, 2016 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs.

6. SHARE CAPITAL:

As on 31^st March, 2017 the Authorized share capital of your Company was Rs.12,50,00,000/- consisting of 2,50,00,000 Equity Shares of Rs.5/- each and paid up equity share capital was Rs.10,24,15,000/- consisting of 2,00,02,200 fully paid up equity shares and 6,97,800 forfeited equity shares of Rs. 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):

Mr. M. N. Ahmed a Non-Executive Director, resigned from the Board of Director of the Company with effect from 4^th February, 2017. The Directors place on record their appreciation of the valuable contributions and guidance given by Mr. M. N. Ahmed during his tenure as a Member of the Board of Director of the Company.

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, offer herself for re-appointment. Board recommends her re-appointment.

A brief profile of Mr. Supriya P. Rane has been given in the Report on the Corporate Governance as well as in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Sharadchandra Abhyankar, Mr. Sanjay Mehta and Dr. Sumit D. Chowdhury are the Independent Directors on the Board of the Company. They have confirmed to the Company that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

Every Independent Director of the Company is provided with on-going information about the industry and the Company so as to familiarize them with the latest developments. The details of programmes for familiarization 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 each of the Independent Directors 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.

There has been no change in the Key Managerial Personnel (KMPs) of your Company during the year under review.

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.

8. MEETINGS:

During the year six Board Meetings and five 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.

9. PUBLIC DEPOSITS:

During the year, your Company did not accept any public deposits under Chapter V of Companies Act, 2013 and no amount on account of principal and interest on public deposits was outstanding on the date of the balance sheet.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March, 2017 the Company does not have any Subsidiary, Joint venture or Associate Company. But during the year under review, the Board of Directors have approved a strategic investment in Instasafe Technologies Private Limited (“Instasafe”) and executed definitive agreements including Share Purchase Agreement, Share Subscription and Shareholders'' Agreement and related documents. Consequent upon the satisfactory fulfillment of the condition precedent set forth in the said agreements, the Company has exercised its rights under the shareholders Agreement and accordingly, Mr. Prakash B. Rane and Mr. Sanjay Mehta have been appointed as Nominee Directors on the Board of Instasafe. In view of the rights conferred on the Company by the said Shareholders Agreement and the Articles of Association of Instasafe, and the nomination of non- executive directors on the board of directors of the Instasafe, Instasafe became a subsidiary of the Company w.e.f.12^th May, 2017.

11. AUDITORS:

M/s. Borkar & Muzumdar, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 18^th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

12. AUDITORS'' REPORT:

The Report given by the 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 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. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. SECRETARIAL AUDIT REPORT:

The Company has appointed Mr. Upendra Shukla, Practicing Company Secretary to carry out the Secretarial Audit for the financial year 2016-17 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India.

The Secretarial Audit Report in Form No. MR-3 is annexure to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

15. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has appointed M/S. S.P. Sule & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2016-2017.

The Company''s internal control systems are commensurate with the nature and size of its business operations. These systems ensure that transactions are authorized, recorded and reported diligently, to safeguard the assets of the Company. Internal Audit was conducted in various areas of operations of the Company. The internal audit process includes review and evaluation of effectiveness of existing processes, internal controls and compliances. It also ensures adherence to policies and systems and mitigation of operational risks perceived for each area under audit. 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.

16. CORPORATE GOVERNANCE:

Sound Corporate Governance is a key driver of sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavours to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company always strives to follow the path of good governance through a broad framework of various processes. 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.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Industry Structure and Development:

Industry structure has remained unchanged for past several years. The competition is divided into regional players and national players. Some regions have experienced increased competition last year with unviable prices being quoted in tenders. The schemes relevant to your company''s business like Smart City with almost Rs.1,00,000 crore outlay over five years has reached stages of tendering. Funding under some central govt schemes and 14^th Finance Commission mandates automation and reforms. This is also resulting into more tenders from Urban sector which is one of the important customer segment for your company. Some of the IT companies which showed impractical aggressiveness have faced serious consequences due to failure to appreciate nuances of e government business which require par excellence techno-functional capabilities. The key stakeholders in this industry continue to be government organizations and its employees; Consulting Companies appointed by Government organizations for firming up tenders and its evaluation; Project Management Companies appointed by Government organizations for monitoring project execution; Funding agencies like Central Government or International Funding agencies like Word Bank (WB), The Asian Development Bank (ADB), The Department for International Development of United Kingdom Government (DFID), The Japan International Cooperation Agency of Government of Japan (JICA) etc. and IT companies who execute the projects.

There have been some chronic issues with Government contracts in the industry which continue to remain concerns for the industry. Efforts are being done by industry associations like The National Association of Software and Services Companies (NASSCOM) to convince Government to have more balanced procurement process. Government has issued model tender document which address some of the concerns flagged by NASSCOM. IT dependent initiative like Ease of Doing Business, Right to Services, Digital India, Atal Mission for Rejuvenation and Urban Transformation (AMRUT) are showing more traction for IT spending.

Post demonetization the overall usage of IT interfaces in day to day work by common citizen is on rise and it will help in increased demand for e government in medium to long term due to better appreciation of IT.

B. Existing Opportunities and Outlook:

Your company has been following a specific strategy for leveraging business opportunities in e government business segments. It includes long term relationships with customers by giving increasingly better quality of service, adding verticals periodically by organic and inorganic strategies, adding more states as customers, blending technology with reforms, maintaining proper processes and a sound value system. This has resulted into steady growth as seen from past performance.

The opportunities in the segment are abundant and choice needs to be made based on what has maximum fitment with company strengths and growth strategies. Company continues to focus on successful completion of each project for building long term relationships in areas of its strength like Urban Sector, Reforms in Accounting and Tax revenue, SAP, Tourism. The recent acquisition of a cyber security firm based in Bangalore would open new avenues of account mining and will increase the solutions offerings by the Company.

The global industry is fast embracing technologies like Artificial Intelligence, machine learning, analytics, virtual and augmented reality, block chain etc. Company will monitor these trends closely and its impact on the Company''s market segment and solutions offered by the Company. Company has been developing its flagship offerings by following Digital India guidelines and standards.

As per Gartner (Source: All Press Release on February 13, 2017 on Gartner Website), the governments in India would spend $7.8 billion (9.5 percent growth over previous year) on IT products and services last year. This included spending on internal services, software, IT services, data centers, devices and telecom services by local, state and Union governments. IT services would include consulting, software support, business process outsourcing, IT outsourcing, and implementation.

As per data available in public domain and announcements from concerned ministries it can be estimated that total outlay for 5 years in schemes like Smart City, Some Mission Mode Projects, Digital India, Atal Mission for Rejuvenation and Urban Transformation (AMRUT), National Heritage City Development and Augmentation Yojana (HRIDAY) etc. would be Rs.2,50,000 crore. Considering the composition of projects being awarded so far, the IT portion(software, IT services, data centers, devices and telecom services) would be about 20% of the total outlay. Rest would be towards improvement of Urban Infrastructure. Out of 20% of the IT portion, the services relevant to your company can be estimated to be around 50% of this 20% amounting to approximately Rs.5,000 crore per annum. It may be noted that these are approximations.

C. Business Threats:

As we have been outlining in most of the annual reports the company faces various risks and threats associated with e government business. It includes possible payment delays, Time and Cost overruns, Disruptions in the project when head of the organization is changed, challenges in attracting good talent to work in less developed states and in interior regions of India etc. You company has been adopting a cautious approach of building business brick by brick rather than a big bang approach. Of late, Your company has grown its business to twice the number of states compared to last year. This increases the possible impact of these threats. ABM has been practicing stringent processes to mitigate the risks and has been successful in doing so.

Inexperienced competition remains a threat and results into loosing some of the opportunities. Some of the long term contracts of Company may be coming to an end this year causing some concerns on topline as well as bottom line. Efforts are underway to build new prospects to keep same momentum as exhibited in previous years.

D. Business Strategies and Planning:

The core strategy of the company remains by and large unchanged. It involves working closely with existing prestigious customers and retaining them and targeting newer geographies for promoting niche offering of the company. ABM also has been selectively adding to its core offerings wherever a high replication potential to other customers is perceived.

ABM has established its presence in states in North, South, West and East India by winning prestigious customers in these regions. A strategy of collaboratively working with large and reputed IT companies in consortium has yielded positive results and the strategy has been be deepened further by partnering with reputed companies like L and T in some smart city tenders.

E. Human Resource Management:

i) Aim of Human Resource Management

- To enable ABM to attract, integrate, develop and retain the best talent to deliver business growth.

- Fulfill business demand, deliver consistently high utilization rates and keep manpower costs within the desired range as per Business plan.

- Deploy meaningful practices to enhance the engagement, capability and competitiveness of our workforce.

ii) Achievements

The above aims were fulfilled to a large extent. The Talent Acquisition department has done a marvelous job of recruiting within Turn-Around Time (TAT) for the MP project. Employee Relationship was given higher focus during the year due to increased spread of employees across India and need to integrate them within ABM culture.

ii) Headcount

S. No.	Year	Current Headcount
1	April 2015 - March 2016	720
2	April 2016 - March 2017	769

iv) HR Events

- Successful Employee Connect conducted at many locations.

- Organized Medical CAMP as an awareness towards one''s health.

- “Think Creative and Act Creative” challenge was endorsed to hunt the hidden talent within the team and encourage team bonding amongst the tech gigs.

v) Recognition

- Career Enhancement opportunities

- Recognized as a process which enable the Company to be agile, responsive to the dynamic environment and stay relevant to its customers.

- Hire talented Professional Graduates from the reputed universities and Institutes.

vi) Motivational and Focus Areas

- The Company continues to invest in the form of training for enhancing its Human Capital by providing opportunities to its employees to develop their skills and competencies relevant to the business requirements.

- We follow Equal Opportunities & Non Discrimination Policy and do not discriminate on basis of race, colour, gender, caste or religion.

- The Company''s relentless pursuit to connect with employees on a regular basis, communicate in an open and transparent manner, provide opportunities to learn and grow within the organization are yielding desired results as is evident from the high retention rate and the motivation and engagement levels of the employees.

F. Discussion on financial performance with respect to the operational performance:

( In Rs. Thousand)

	Year ended	Year ended
	31.03.2017	31.03.2016
Gross Income	11,25,856	8,89,405
Less: service Tax	1,45,926	98,614
Gross Income (net of Service Tax)	9,79,930	7,90,791
Less: Total expenditure	6,70,821	5,04,211
Gross profit before Depreciation & Taxation	3,09,109	2,86,579

The Gross Income of the Company has increased compared to last year and improvement in the profits is also seen. Last year Company has implemented and gone live in some major projects causing some stretch on profitability.

18. RISK MANAGEMENT:

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risk which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed department wise such as financial risks, information technology related risks, legal risks, accounting fraud, etc. The Risk Management Committee assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

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 which in the opinion of the Board can impact the performance of the company.

1. Industry: Industry risks are competition, newer business models like PPP, and disruptive technologies like Artificial Intelligence, Machine Learning, Virtual Reality (VR) and Augmented Reality (AR), Automation etc. Company has been monitoring the impact of these new technologies carefully. ABM has been working on deepening its roots into its core areas to create more entry barriers to competition as well as working closely with existing clients to give superior service and value. ABM is working with larger companies for consortium based bidding to prepare for opportunities like smart city where much stronger financial upfront investment is required for the project.

2. Supply side risk for talent acquisition: With growing customer base and mission critical projects, unavailability of right skilled resources at right time in right quantity can pose a risk. 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.

3. Cost pressures: Increasing operations expenses as well as rising employee cost can pose risk to the Company. The company has internal controls to monitor costs and escalate any abnormal increase for taking corrective actions. Project level and Business Unit level costs are monitored through a regular MIS on budgets and variances for timely corrective action.

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 board for suitable corrective measures on time.

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

19. 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:

There are no material changes or commitments made by Company that will affect the financial position of the company during the above mentioned period except the investment commitment upto '' 15 crores for investment of cyber security firm as informed to the BSE on 24^thJanuary, 2017.

20. 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 is annexed to this report.

21. AUDIT COMMITTEE COMPOSITION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report, which forms part of this report.

22. VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act and rules made there under, 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. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

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.

23. PREVENTION OF INSIDER TRADING:

In compliance with the SEBI regulations on prevention of insider trading, the Company has in place (1) (i) a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, the disclosure requirements and procedure thereto, Preservation of Price Sensitive Information, Trading while in possession of unpublished Price Sensitive Information, Prevention of misuse of Price Sensitive Information, etc.; and (2) a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information detailing the principles of fair disclosure. The same has been circulated to Directors and designated employees of the Company. They are regularly reminded about their obligation under the policies and also informed 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.

24. RELATED PARTY TRANSACTIONS:

In line with requirement of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions 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. Prior omnibus approval of the Audit Committee is obtained on an annual basis, which is reviewed and updated on quarterly basis.

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, i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements, were entered during the year by your 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.

25. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is appended as an Annexure to this Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company.

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.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has in place, 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. While maintaining the highest governance norms, the Company has set up Internal Complaints Committee to redress complaints received regarding sexual harassment. While maintaining the highest governance norms, the Company has appointed external independent person, who has done work in this area and has requisite experience in handling such matters, as member this Committee. The Policy aims to provide protection to all employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel safe and secure.

The Company has not received any complaint of sexual harassment during the financial year 2016-17. In order to build awareness in this area, the Company has been conducting programmes in the organization on a continuous basis.

29. 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 has been appended as Annexure to this Report. The details of employee remuneration as required under provisions of Section 197 of Companies Act, 2013 and Rule 5(2) and 5(3) of Rules for the year ended 31^st March, 2017 is also annexed to this report.

30. 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 equipments are turned off, whenever they are not required by the office staff.

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

Your Company has continued its focus on ''Productisation of Services'' by innovative business models. Company is putting in efforts to adopt the latest technologies to address the demand for “Digital Business”. The flagship products of the company have progressed well with respect to up gradation to the latest technology for reducing the total cost of ownership for customers and becoming more competitive in market.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company did not have any Foreign Exchange earnings or outgo in last year.

33. LISTING FEES:

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

The 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 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 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.

35. ACKNOWLEDGEMENT:

Your Board places on record its heartfelt appreciation to the dedicated efforts and had work put in by the employees at all levels. The Company''s consistent growth is a testimony to their dedication and commitment. Your Board takes this opportunity to express sincere thanks to its valued customers for their continued patronage over the years.

Your Board acknowledges the contribution of bankers and business and technology partners, Auditors, Legal Advisors, Training Institutes, the Registrars, Government Authorities, Regulatory Bodies etc. who have always supported and helped the Company achieve its objectives and look forward for their continued support in future.

We also thank the shareholders for their continued trust and confidence bestowed on the Company.

For and on behalf of the Board

Date : 20^th May, 2017 Prakash B. Rane Sharadchandra Abhyankar

Place: Mumbai Managing Director Director

(DIN:00152393) (DIN:00108866)

---

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 22ndAnnual Report of the Company, along with the Audited Accounts, for the financial year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE) :

The highlights of financial performance of your Company are as follows:

(Amount in Rs. ) Year ended Year ended 31.03.2015 31.03.2014

Gross Income 92,51,01,791 82,40,50,188

Profit Before Interest and Depreciation 28,30,05,329 22,60,88,249

Finance Charges 18,51,377 14,34,128

Gross Profit 28,11,53,952 22,46,54,121

Provision for Depreciation 1,72,44,922 69,03,733

Net Profit Before Tax 26,39,09,030 21,77,50,388

Provision for Tax 8,87,95,505 7,29,12,959

Net Profit After Tax 17,51,13,525 14,48,37,429

Balance of Profit brought forward 57,97,76,398 46,93,40,543

Balance available for appropriation 75,48,89,923 61,41,77,972

Proposed Dividend on Equity Shares 2,00,02,200 2,00,02,200

Tax on proposed Dividend 40,95,390 33,99,374

Transfer to General Reserve - 11,00,000

Surplus carried to Balance Sheet 73,07,92,333 57,97,76,398

2. OPERATIONS OFTHE COMPANY:

The Company now operates from offices in New Delhi, Patna, Mumbai, Bhopal and Chennai. The customers that your company currently supports are nearing 400. Your Company has been able to retain all its important customers due to the satisfactory services offered to these customers and has won contracts to continue the post-implementation support.

3. DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 20% ( i.e. Rs. 2/- per equity share) for the Financial Year ended 31st March, 2015. The dividend, if approved, at forthcoming Annual General Meeting will result in the outflow of Rs. 2,00,02,200/- to the Company in addition to Rs. 40,95,390/- by way of dividend distribution tax.

4. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 18th September, 2014 (date of last Annual General Meeting) on the website of the Ministry of Corporate Affairs.

During the year under review, the Company has credited Rs. 97,939/- to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of Companies Act, 2013.

5. SHARE CAPITAL:

The paid up equity share capital as on 31st March, 2015 was Rs. 10,00,11,000/-. No Bonus shares were issued during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has not bought back any of its equity shares during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. M. N. Ahmed, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. Also Mr. Paresh M. Golatkar has been appointed as Chief Financial Officer of the Company with effect from 17th July, 2014.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Sanjay Mehta as an Independent Director for 5 (five) consecutive years commencing 22nd August, 2015 up to 21st August 2020.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The details of programmes for familiarization 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.

In view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, Managing Director of the Company, the Nomination and Remuneration Committee in its Meeting held on10th March, 2015 recommended to the Board for his re-appointment for a period of five years upto 31st March, 2020 and remuneration for a period of three years upto 31st March, 2018, pursuant to the provisions of Section 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 including Schedule V to the Act.

The Board reviewed the recommendation and came to a conclusion that the recommendation of the Nomination & Remuneration Committee should be adopted and be placed before the Shareholders at the 22nd Annual General Meeting. Therefor the Board hereby recommends the passing of Special Resolution for re-appointment and remuneration of Mr. Prakash B. Rane as Managing Director and Key Managerial Personnel of the Company.

A brief profile of the Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

Appointment and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a 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 Corporate Governance Report of this Annual Report.

7. MEETINGS:

During the year nine Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

10. AUDITORS:

M/s. Borkar & Muzumdar, Chartered Accountants were appointed as Statutory Auditors of the Company from the last Annual General Meeting held on 18th September, 2014 until the conclusion of 26th Annual General Meeting. As per the provisions of Section 139 of Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

11. AUDITORS' REPORT:

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

12. SECRETARIAL AUDIT REPORT:

In the terms of Section 204 of the Companies Act and Rules made thereunder, Mr. Upendra Shukla, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company for the financial year 2014-2015. The Secretarial Audit inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999.

The Secretarial Audit Report is annexed of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

13. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has appointed M/s. S.V. Tawade & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2014-2015.

The Company has in place adequate internal financial controls with reference to financial statements. The internal audit department monitors and evaluates the efficacy, adequacy of internal control system in the Company and its compliance with operating systems, accounting procedures and policies at all locations of the Company. Adequate records and documents are maintained as required by laws. Based on the report of internal audit function, corrective actions are being taken in their respective areas and thereby strengthen the controls. The Company's Audit Committee reviews the internal control system. All efforts are being made to make the internal control systems more effective and independent.

14. CORPORATE GOVERNANCE:

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance is being published as a part of the Annual Report of the Company. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

18. 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. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and Senior Management employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code has been circulated to all the Members of the Board and Senior Management and the same has been put on the Company's website www.abmindia.com. All the Board Members and Senior Management have affirmed their compliance with the code and a declaration signed by the Managing Director is annexed to this report.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a. Mr. Sharadchandra Abhyankar, Chairman

b. Dr. Ajit C. Kulkarni, Member

c. Mr. M. N. Ahmed, Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Sharadchandra Abhyankar and Dr. Ajit C. Kulkarni who form the majority.

In pursuant to the provisions of section 177 of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has adopted the Whistle Blower Policy and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.abmindia.com.

20. PREVENTION OF INSIDERTRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

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

21. RELATED PARTY TRANSACTIONS:

As per the requirements of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at 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 review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length.

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, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your 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.

22. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is appended as an Annexure to this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company is a socially responsible corporate citizen committed to deliver a positive impact across social, economic and environmental parameters. The Company acknowledges its responsibility in the manner that its activities influence its consumers, employees and stake holders, as well as the environment. The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed as Annexure to this Report.

This was the first year for the Company to continue its CSR activities in a structured manner. The Board established a CSR Committee. Based on the recommendations of the CSR Committee, the Board of Directors approved the CSR Policy. The CSR Committee is evaluating various projects and schemes in which the Company can spend the CSR Funds. The Company is evolving mechanism to assess projects to conduct its CSR activities to ensure maximum benefit to society. Company could not spend the entire stipulated CSR funds before finalising this report. Company believes that mere compliance is not the goal of CSR activities and the objective behind CSR Rule needs to be given due importance. Company will expedite its CSR activities this year to achieve its targeted goals.

The areas in which Company has committed and spent CSR funds so far are Healthcare, Animal Protection, Eradicating poverty, Promotion of education and Women and Child welfare.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

25. PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE:

Your Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013" and Rules made thereunder, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. PARTICULARS OF EMPLOYEES:

The details of employee remuneration as required under provisions of Section 197 of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 49 years

Designation Managing Director

Gross Remuneration *' 140.60 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the 27th April, 2000 employment

Number of years Experience 25 years

Previous Employment Advent Business Machines Pvt. Ltd

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 has been appended as Annexure to this Report.

27. 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 equipments are turned off, whenever they are not required by the Office Staff.

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

Your Company has continued its focus on 'productisation of services' by innovative business models. Company is putting in efforts to adopt the SMAC technologies to address the demand for "Digital Business". The flagship products of the company are being upgraded to the latest technology for reducing the total cost of ownership for customers and becoming more competitive in market.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company did not have any Foreign Exchange earnings or outgo in last year.

30. LISTING FEES:

Your Company's shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

The 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 Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we 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.

32. ACKNOWLEDGMENT:

The Board of Directors of your Company place on record their deep appreciation of the continued assistance and co- operation extended to the Company by its shareholders, customers, investors, bankers, financial institutions, RBI, SEBI, NSE, Regulatory Authorities, Central and State Government agencies, suppliers etc. for their co-operation and support. The Directors also express their deep sense of appreciation to all the dedicated employees for their dedication, especially their continued faith and commitment in the management team.

For and on behalf of the Board

Date : 26th May, 2015 Prakash B. Rane Sharadchandra Abhyankar Place: Mumbai Managing Director Director (DIN:00152393) (DIN:00108866)

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Mar 31, 2014

ABM Knowledgeware Limited

The Company''s Directors are pleased to present the 21stAnnual Report of the Company, along with the Audited Accounts, for the Financial Year ended 31st March, 2014.

1. FINANCIAL RESULTS :

The highlights of financial performance of your Company are as follows:

(Amount in Rs. )

Year ended Year ended 31.03.2014 31.03.2013

Gross Income 824,050,188 754,395,241

Less: Service Tax 69,340,134 64,939,189

Gross Income (net of Service Tax) 754,710,054 689,456,052

Less: Total expenditure 530,055,933 500,467,030

Gross Profit before Depreciation & Taxation 224,654,121 188,989,022

Less: Depreciation 6,903,733 3,482,387

Net Profit before Tax 217,750,388 185,506,635

Less: Provision for Taxation 72,912,959 59,883,715

Net Profit After Tax 144,837,429 125,622,920

2. OPERATIONS OF THE COMPANY :

The Company now operates from offices in Delhi, Patna, Mumbai and Chennai. The customers that your Company currently supports are nearing 400. Your Company has been able to retain all its important customers due to the satisfactory services offered to these customers and has won contracts to continue the post-implementation support.

3. DIVIDEND :

Your Directors are pleased to recommend a dividend of 20% (i.e. Rs. 2/- per Equity share) for the Financial Year ended 31st March, 2014. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs. 2,34,01,574 /- including Corporate Dividend Tax of Rs. 33,99,374/-

4. LISTING FEES :

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

5. CORPORATE GOVERNANCE :

The Company has in practice a comprehensive system of Corporate Governance. A separate Report on Corporate Governance is provided at page No.11 of this Annual Report, together with Certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited.

6. PUBLIC DEPOSITS :

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on date of Balance Sheet.

7. DIRECTORS :

The Companies Act, 2013 is a positive step towards strengthening corporate governance regime in the Country. Your Company is already in substantial compliance of most of governance requirements provided under the new law.

The Board of Directors have evaluated the criteria defined for Independent Directors, as per provisions of the Companies Act, 2013, and accordingly, Mr. M. N. Ahmed is ceased to be Independent Director of the Company but now he is only Non-Executive Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Dr. Ajit C. Kulkarni and Mr. Sharadchandra D. Abhyankar as Independent Directors for 5 (five) consecutive years for a term upto the conclusion of the 26th Annual General Meeting of the Company in the calendar year 2019.

The Company has received requisite notices in writing from member proposing Dr. Ajit C. Kulkarni and Mr. Sharadchandra D. Abhyankar for appointment as Independent Directors.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchange.

Mrs. Supriya P. Rane, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

A brief profile of the Directors has been given in the Report on the Corporate Governance as well as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

8. AUDITORS :

M/s. S.P. Sule &Associates, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. They have conveyed their intention of not seeking further appointment. The Company has received a notice from one of its member signifying intention of proposing the appointment of M/s. Borkar & Muzumdar, Chartered Accountants, as the Statutory Auditors of the Company. The Audit Committee also recommends the appointment of M/s. Borkar & Muzumdar as the Statutory Auditors of the Company. M/s. Borkar & Muzumdar, Chartered Accountants, have confirmed their willingness and eligibility under the provisions of the Companies Act, 2013 to act as Statutory Auditor of the Company, which is subject to shareholders'' approval.

A Resolution proposing appointment of M/s Borkar & Muzumdar as the Statutory Auditors of the Company, pursuant to Section 139 of the Companies Act, 2013, forms the part of Notice.

The Board of Directors wishes to place on record their appreciation for the excellent services rendered by M/s. S. P. Sule & Associates as the Statutory Auditors of the Company. M/s. S. P. Sule & Associates, during their association with the Company, have maintained highest level of professional standards and transparency, throughout.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A. Industry Structure and Development :

Business environment in last 2-3 years in this industry has been challenging. Several new initiatives as well as ongoing projects have been affected due to the anxiety in decision makers as a result of excessive public scrutiny of even bonafide decisions. This has affected sentiments of several e-Governance companies. The PPP projects have not met with unqualified success. The procurement processes have come under pressure due to complexity associated with knowledge based offerings.

The new Government has laid substantial emphasis on Digital Nation and thereby opening of doors for renewed hopes. Various focus areas have been outlined by the new Government which, if indeed move from drawing table to execution stage, can help the e-Governance industry in a big way. Initiatives like "Smart City" can directly benefit your Company as we have a leadership position on space of e-Municipality in the country.

B. Existing Opportunities and Outlook :

It has been noticed that some IT companies which entered into this space without requisite commitment and competence could not sustain in the industry for long. That has helped to some extent as customers have started realizing the value of competent IT companies like ABM. The trend of unrealistically aggressive cost bidding may also slowly be arrested as the real efforts and costs associated with executing successful e-Governance projects are becoming evident to Buyers as well as Bidders. Your company is carefully analyzing the changing landscape of the industry and re-strategizing to ensure maximum returns on the investment made so far in this space.

C. Business Threats :

The reality today is that several projects and their execution are facing challenges. Some projects have failed or been shelved because of flaws at different stages, their conceptualization, scope definition, vendor selection and poor execution due to shortcomings both on the Government and the implementing vendor''s side. Issues related to Public Procurement of IT projects (e-Governance projects) are a cause for concern for both buyers (i.e. Government Departments) and potential bidders.

The following elaboration of issues, related to procurement of IT services, as identified by NASSCOM remain almost unchanged:

- Project execution, project conceptualization and scope of work need much more clarity and practical approach

- Ambiguous and one sided Contracts, T&C.

- Absence of a Project Champion.

- Delays in deliverables from the Government.

- Delays in timely sign offs to vendors by departments.

- Project bids incorporating many non-IT items that increased project cost.

- Absence of counter guarantees in SLAs, to deal with defaults by the Government and Government agencies.

- Government expectation is that industry changes its focus from product orientation to citizen service delivery in e-Governance projects.

- The feeling among policymakers is that industry is still oriented towards the supply of IT goods and services and the service orientation which is at the core of all e-Governance services, is lacking.

D. Business Strategies and Planning :

Your company has been focusing on the strategy of building long term relationships with customers by giving reliable and effective services to them. Another strategy is to try and win projects in areas which have potential to replicate the same across other states in India. This will continue as a prime strategy.

Company''s office in Delhi has been able to cover important states in north India and has acquired customers in important states in the region for geographical expansion of e-Municipality offerings. Company has acquired a Product (Government Resource Planning-GRP) which can help in widening the base of govt. customers beyond e-Municipality.

Company has entered into newer domains like Tourism and Financial sectors in the e-Governance domain and hopes to build further on these breakthroughs in coming years.

E. Human Resource Management :

Your Company recognizes male and female paradigm, who can devise a simple, respectful and conducive corporate work environment for their respective teams, which inspires others to emulate them. ABM is an equal opportunity employer and strives to attract the best available talent to provide a competitive edge to the organization, thereby ensuring diversity in its workforce. Your Company has effectively responded to business challenges through manpower engagement strategies involving cross functional teams, aimed at expanding the market and customer reach, has been a significant milestone in this direction.

In order to develop its human resources for harnessing their potential to the fullest and for according ample opportunity for realizing individual as well as organizational goals, your Company has been making sustained efforts through various training and development activities with focus on preservation of skills, in specialized/advanced skills and technology through association with premier institutes.

Our Employees instilled by our cordial and healthy work culture and possessing diverse talents and backgrounds, are the key to the Company''s continued success. As we go forward, we will continue to strengthen our culture of respecting and understanding diversity. The deep trust and commitment of our workforce drives our continuous efforts to lead change and innovation.

F. Discussion on financial performance with respect to the operational performance :

(Amount in Rs. ) Year ended Year ended 31.03.2014 31.03.2013

Gross Income 824,050,188 754,395,241

Less: Service Tax 69,340,134 64,939,189

Gross Income (net of Service Tax) 754,710,054 689,456,052

Less: Total expenditure 530,055,933 500,467,030

Gross Profit before Depreciation & Taxation 224,654,121 188,989,022

The revenues of the Company have increased, compared to last year. Gross revenue has increased by around 9% whereas the profitability has gone up by around 15%. This is a result of better utilization of the resources in particular and sustained efficiency of operations in general.

10. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

11. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors'' Report for the year ended 31st March, 2014 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 48 years

Designation Managing Director

Gross Remuneration * Rs.116.49 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the employment 27th April, 2000

Number of years Experience 21 years

Previous Employment Advent Business Machines Pvt. Ltd.

*Note: Gross Remuneration includes salary (excluding Employer''s share of PF Contribution) and commission for the year ended on 31st March, 2014.

12. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, all applicable accounting standards have been followed and that no material departures have been made from 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 31st March, 2014 and of the Profit or Loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the Annual Accounts on a going concern basis.

13. ACKNOWLEDGEMENT :

The Board of Directors of your Company take this opportunity to thank the customers, shareholders, suppliers, bankers, business partner associates, financial institutions, RBI, SEBI, BSE, all Regulatory Authorities, Central and State Governments for their consistent co-operation, support and valuable guidance to the Company.

Your Directors wishes to place on record their deep sense of appreciation of the good work done by all employees of the Company, as a result of which your Company continues to be frontrunner in the IT Services industry in India.

For and on behalf of the Board

Date: 7th July, 2014 Prakash B Rane

Place: Mumbai Managing Director

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Mar 31, 2013

To the Members of ABM Knowledgeware Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Amount in Rs.) Year ended Year ended 31.03.2013 31.03.2012

Gross Income 754,395,241 1,030,029,121

Less: Service Tax 64,939,189 90,314,082

Gross Income (net of Service Tax) 689,456,052 939,715,039

Less: Total expenditure 500,467,030 709,922,799

Gross Profit before Depreciation & Taxation 188,989,022 229,792,240

Less: Depreciation 3482,387 2,998,297

Net Profit before Tax 185,506,635 226,793,943

Less: Provision for Taxation 59,883,715 74,749,905

Net Profit After Tax 125,622,920 152,044,038

2. OPERATIONS OF THE COMPANY :

The revenues of the Company have dropped compared to last year. Last year''s gross revenues of Rs. 103 Crores included execution of a single order of approximately Rs. 32 Crores. That is one of the reasons for the drop in revenues. However the drop in profitability is lesser compared to the proportion of drop in the revenues due to efficient operations, coupled with effective and cost control measures.

3. DIVIDEND :

Keeping in view the performance of theCompany and other relevant considerations, your Directors recommend payment of dividend @15% on the paid up capital of the Company absorbing an amount of Rs. 1,74,35,293/- including dividend tax of Rs. 24,33,643/- for the year ended 31st March, 2013. The dividend, if approved by the shareholders, will be paid to those members, whose names appear on the Register of Members as on the book closure date.

4. LISTING FEES :

Your Company''s shares are listed in The Bombay Stock Exchange Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

5. CORPORATE GOVERNANCE :

The Company has in practice a comprehensive system of Corporate Governance. A separate Report on Corporate Governance forms part of the Annual Report. A certificate of Company''s Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

6. PUBLIC DEPOSITS :

Your Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

7. DIRECTORS :

Dr. Ajit C Kulkarni and Mr. Sharadchandra D. Abhyankar, Directors of the Company, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A brief profile of the Directors retiring by rotation and seeking re-election, to be provided as per Clause 49 of the Listing Agreement, is given in the Corporate Governance Report.

8. AUDITORS :

M/s. S. P. Sule & Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment as Statutory Auditors. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2013-14. M/s. S. P. Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

9. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

10. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors'' Report for the year ended 31st March, 2013 is as follows:

*Note: Gross Remuneration includes salary (excluding Employer''s share of PF Contribution) and commission for the year ended on 31st March, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed and that no material departures have been made from 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 31st March, 2013 and of the Profit or Loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) we have prepared the Annual Accounts on a going concern basis.

12. ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank all the stakeholders including Shareholders, Financial Institutions, Banks, Customers, Regulatory and Government Authorities for their continued support and cooperation extended to the Company.

Your Directors wish to place on record their appreciation for the invaluable contribution made and excellent co- operation extended by the employees at all levels, who through their competence and hard work, have enabled your Company achieve good performance year after year and look forward to their support in the future as well.

For and on behalf of the Board

Date: 27th May, 2013 Prakash B Rane

Place: Mumbai Managing Director

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Mar 31, 2012

The Directors are pleased to present their 19th Annual Report together with the Audited Accounts of the Company highlighting the business operations and financial results of your Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

(Amount in Rs)

Year ended Year ended 31.03.2012 31.03.2011

Gross Income 1,030,029,121 589,496,479

Less: Service Tax 90,314,082 53,241,297

Gross Income (net of Service Tax) 939,715,039 536,255,182

Less: Total expenditure 709,922,799 375,578,296

Gross Profit before Depreciation & Taxation 229,792,240 160,676,886

Less: Depreciation 2,998,297 2,496,722

Net Profit before Tax 226,793,943 158,180,164

Less: Provision for Taxation 74,749,905 52,508,309

Net Profit After Tax 152,044,038 105,672,125

2. OPERATIONS OF THE COMPANY :

The operations of the Company, compared to last year, have shown significantly higher revenues and profitability. The increased profitability is due to more efficient operations coupled with effective and cost control measures as well as some large onetime orders executed during the year.

3. DIVIDEND :

Your Directors have recommended a final devidend at the rate 15% per equity share for the financial year ended 31st March, 2012. The dividend will be payable to all the shareholders, whose names appear in the Register of Members as on 19th July, 2012. If the dividend recommended is approved at the 19th Annual General Meeting, a sum ofRs11,74,35,293 (including dividend tax and surcharge) will become payable.

4. LISTING FEES :

All the compliances including payment of annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where your Company's shares are listed, within the stipulated time.

5. CORPORATE GOVERNANCE :

The Management of ABM has positioned Corporate Governance as s one of their top-priority management issues in recognition of the responsibilities they bear toward their stakeholders. Our Company's philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance. The Company believes that all actions and operations must sub serve its best business interest and enhance overall shareholders' value. We are also committed to achieving a sustainable society by meeting societal needs and expectations.

In pursuance to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report is given elsewhere and forms part of this Report.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS :

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

7. DIRECTORS :

As per Article of Association of the Company, Mr. M. N. Ahmed retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. The Board of Directors has recommended his re-appointment for consideration of the Shareholders. The brief resume of Mr. M. N. Ahmed is given in the Corporate Governance Report.

8. AUDITORS :

M/s. S. P. Sule & Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Statutory Auditors for the financial year 2012-13. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

9. REVISION OF THE REMUNERATION OF MANAGING DIRECTOR :

In the view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, the Remuneration Committee recommended to the Board for the revision of his remuneration and suggested that he should be paid the remuneration as per the limits contained in Sections 198, 309, 310 and all other applicable provisions of the Companies Act, 1956 including Schedule XIII to the Act.

The Board reviewed the recommendation and came to conclusion that the recommendation of the Remuneration Committee should be adopted and be placed before the Shareholders at the 19th Annual General Meeting. Therefore the Board hereby recommends the passing of Special Resolution to pay remuneration to Mr. Prakash B. Rane comprising of salary, allowance, perquisites and commission from 1st April, 2011 to 31st March, 2015, subject to the limits contained in Sections 198, 309, 310 and all other applicable provisions of the Companies Act, 1956 including Schedule XIII to the Act.

It may be noted that as per Section 309(3) of the Companies Act, 1956, Mr. Prakash B. Rane would be paid remuneration within the overall limit of 5% of the Net Profit calculated as per the provisions of 349 and 350 of the Act. In any financial year, if the Company has no profit or its profits are inadequate, the remuneration payable to Mr. Prakash B. Rane including perquisites set out and the Clause (A) of this Special Resolution as minimum remuneration.

The details of the remuneration package are forming part of the Special Resolution and Corporate Governance Report on Page Nos. 2 and 14 respectively.

11. INFORMATION UNDER SECTION 217(1)(e) :

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

12. PARTICULARS OF EMPLOYEES :

The information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming a part of Directors' Report for the year ended 31st March, 2012 is as follows:

Name of the Employee Mr. Prakash B. Rane

Age 46 years

Designation Managing Director

Gross Remuneration 122.81 Lacs

Qualification B.Tech., M.M.S.

Date of Commencement of the employment 27th April, 2000

Number of years Experience 19 years

Previous Employment Advent Business Machines Pvt. Ltd

*Note: Gross Remuneration includes salary and commission for the year ended on 31st March, 2012.

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that :

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed and no material departures have been made from the same;

b) the Directors 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 31st March, 2012 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

14. ACKNOWLEDGEMENT :

Your Directors' place on record their deep appreciation of the continued assistance and co-operation extended to the Company by its customers, investors, bankers, Central and State Government. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation of the good work done by them.

For and on behalf of the Board

Date: 19th May, 2012 Prakash B. Rane

Place: Mumbai Managing Director

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Mar 31, 2011

Dear members,

The Directors have pleasure in presenting the 18th Annual Report & Audited Accounts of the Company for the financial year ended 31st' March, 2011.

1. FINANCIAL RESULTS

(Amount in Rs.)

Year ended Year ended 31.03.2011 31.03.2010

Gross Income 589,496,479 432,888,368

Less: Service Tax 53,241,297 43,928,576

Gross Income (net of Service Tax) 536,255,182 388,959,792

Less: Total expenditure 375,578,296 285,089,482

Gross Profit before Depreciation & Taxation 160,676,886 103,870,310

Less: Depreciation 2,496,722 1,488,042

Net Profit before Tax 158,180,164 102,382,268

Less: Provision for Taxation 52,508.309 33,645.905

Net Profit After Tax 105,672,125 68,736,363

2. OPERATIONS OF THE COMPANY

The operations of the company, compared to last year, have shown higher revenues and profitability. The increased profitability is due to more efficient operations coupled with effective cost control measures.

3. DIVIDEND

The Directors are pleased to recommend a final dividend at the rate of 15% per equity share for the financial year ended 31st March, 2011 as against 10% per equity share for the previous financial year ended 31st March, 2010. The final dividend, subject to approval by the AGM on 25,h August 2011, will be paid to the Shareholders, in accordance with the applicable rules and regulations u/s. 205 of the Companies Act, 1956. The total cash outflow on account of dividend on equity shares for financial year 2010-11 would be Rs. 1,74,93,237/-, including dividend tax and surcharge thereon.

4. LISTING FEES

The annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where Company's shares are listed.

5. CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance Report is being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, are complied with by the Company and their certificate is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS

We have not accepted any deposits and, as such, no amount of principal or interest was outstanding as of Balance Sheet date.

7. DIRECTORS

As per Article of Association of the Company, Mrs. Supriya P Rane retires by rotation and being eligible, offer herself for re-appointment at this Annual General Meeting. The Board of Directors has recommended her re-appointment for consideration of the Shareholders. The brief resume of Mrs. Supriya P Rane is given in the Corporate Governance Report.

The Board of Directors in their meeting held on 28th October, 2011 has appointed Mr. Sharadchandra Abhyankar as Additional Non-Executive Independent Director of the Company in terms of Section 260 of the Companies Act, 1956. In view of his versatile experience, the Board expects that with his induction as a member of the Board, the Company would benefit immensely and he will prove to be an asset to the Company. The Board of Directors recommends for your approval, the appointment of Mr. Sharadchandra Abhyankar as Director of the Company, liable to retire by rotation.

8. AUDITORS

M/s. S. P. Sule & Associates, Company's Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2011-2012. M/s. S.P. Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

10. INFORMATION UNDER SECTION 217(1) (e)

The information required to be furnished Under Section 217 (1) (e) of the Companies Act, 1956, and the Rules made thereunder, is provided in Annexure-A, forming part of the Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards, in accordance with provisions of the Companies Act, 1956, have been followed and no material departures have been made from the same;

b) the Directors 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 31st March, 2011 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

13. ACKNOWLEDGEMENT

Your Directors are sincerely thankful to the Company's customers, suppliers, bankers, financial institutions, Central and State Government authorities for the faith reposed in the Company and for their continued support. Your Directors also appreciate and value the contributions made by every ABMer for the stupendous growth of the Company.

For and on behalf of the Board

Date: 30th May, 2011 Prakash B Rane

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Mar 31, 2010

The Directors are pleased to present the 17,h Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Amount in Rs.)

Year ended Year ended 31.03.2010 31.03.2009

Gross Income 432,888,368 449,875,627

Less: Service Tax 43,928,576 35,104,182

Gross Income ( net of Service Tax) 388,959,792 414,771,445

Less : Total expenditure 285,089,482 323,496,030

Gross Profit before Depreciation & Taxation 103,870,310 91,275,415

Less: Depreciation 1,488,042 1,515,578

Net Profit before Tax 102.382,268 89,759,837

Less: Provision for Taxation 33,645,905 30,405,293

Net Profit After Tax 68,736,363 59,354,544

2. OPERATIONS OF THE COMPANY

There is a marginal drop in the revenues compared to last year. This is largely attributed to the long period of "Code of Conduct" during last year owing to elections in the Central and State. During this period the decision making process in govt, departments slows down substantially affecting order closures and execution. The net profit has shown increase due to efficient execution of orders on hand and investments made in creating ERP skills within Company during earlier period.

3. DIVIDEND

During this year, the Directors of the Company recommend a final dividend @10% per share subject to the approval of the Shareholders of the Company. The Dividend will be paid in accordance with the applicable rules and regulations U/s.205 of the Companies Act, 1956. The total amount of dividend on equity shares for the financial year 2009-10 would be Rs.1.17 crores, including dividend tax and surcharge thereon, which is same as for the last year.

4. SEBI REGULATION & LISTING FEES

According to clause 51 of the Listing Agreement, it is compulsory to file electronically the Annual Report, Corporate Governance Report, Shareholding Pattern, etc. on its website www.sebiedifar.nic.in till March 31, 2010. With effect from April 01, 2010 SEBI has deleted the clause 51 of EDIFAR filling. We have filled all the reports on EDIFAR as well as Corporate Filing Dissemination System website. All the compliances including payment of annual listing fees for the year under review have been paid to Bombay Stock Exchange Ltd. within the time stipulated by SEBI, where your Companys shares are listed.

5. CORPORATE GOVERNANCE

Your Company follows all the rules and regulations along with the compliances laid down in the clause 49 of the Listing Agreement. As required by the clause 49, a detailed Corporate Governance Report is included in the Annual Report. Corporate Governance is the most important part of the Annual Report which deals with the compositions, committees and the code of conduct followed by the Company.

A certificate from Auditors of the Company regarding the compliances stipulated in Corporate Governance is annexed to this report along with Management Discussion and Analysis Report.

6. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review.

7. RETIRING DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. M.N.Ahmed and Dr. Ajit C Kulkarni, the Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The details of these Directors are included in the Corporate Governance Report. Your Directors recommend the re-appointment of Mr. M.N.Ahmed and Dr. Ajit C Kulkarni as Directors, for your approval.

The Board of Directors of the Company express their deep condolences on the sad demise Shri. Shrikar Kulkarni, Director of the Company on 15th January, 2010 and pray that his departed soul may rest in eternal peace. The Board placed on record its deep sense of appreciation for the invaluable contributions made by Shri Shrikar Kulkarni during his tenure as a Director of the Company from 27th October, 2005 to 15th January, 2010.

8. AUDITORS

The Statutory Auditors of Your Company, M/s. S.P.Sule & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. The Audit Committee of the Board has recommended their re-appointment as Auditors for the year 2010-2011- M/s. S.P.Sule & Associates have confirmed their eligibility and willingness to continue to act as Auditors of the Company.

9. RE-APPOINTMENT OF MANAGING DIRECTOR

In view of the performance of the Company on all the fronts as well as continued efforts and efficient leadership by Mr. Prakash B. Rane, the Remuneration Committee in its Meeting dated 18th March, 2010 recommended to the Board for the revision of his remuneration and suggested that he should be paid the remuneration as per Sections 198 and 309 of the Companies Act, 1956 instead of Schedule XIII thereof for the period of 5 years upto 31st March, 2015.

The Board reviewed the recommendation and came to a conclusion that the recommendation of the Remuneration Committee should be adopted and be placed before the Shareholders at the 17th Annual General Meeting. Therefore the Board hereby recommends the passing of Special Resolution to pay remuneration to Mr. Prakash B. Rane as per section 198 and 309(3) of the Companies Act, 1956 after considering all the provisions as per section 349 and 350 of the Act.

It may be noted that as per Section 309(3) of the Companies Act, 1956, Mr. Prakash B. Rane would be paid remuneration within the overall limit of 5% of the Net Profit calculated as per the provisions of 349 and 350 of the Act. In any financial year, if the Company has no profit or its profits are inadequate, the remuneration payable to Mr. Prakash B. Rane including perquisites, set out in the Clause (A) and (B) of this Special Resolution as a minimum remuneration.

The details of the remuneration package are forming part of the Special Resolution and Corporate Governance Report on Page Nos. 2 and 15 respectively.

11. INFORMATION UNDER SECTION 217(1)(e)

The information requiredto be furnished under Section 217 (1) (e) of the Companies Act, 1956, is annexed to this Report as Annexure-A.

12. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms a part of the Directors Report. As per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Compliance Officer at the Registered Office of the Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards in accordance with provisions of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

b) the Directors 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 31st March, 2010 and of the Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Board of Directors have prepared the Annual Accounts on a "going concern" basis.

14. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Companys customers, suppliers, bankers, financial institutions, Central and State Government authorities and also shareholders for their valuable support and co-operation to the Company.

Your Directors also place on record their gratitude for the committed services rendered by all the employees of the Company and also look forward to continue the same commitment and hard work in near future.

For and on behalf of the Board

Date: 29th May, 2010 Prakash B Rane

Place: Mumbai Managing Director

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Mar 31, 2003

The Directors have pleasure in presenting the Tenth Annual Report and Audited Statement of accounts of your Company for the year ended 31st March 2003.

1. FINANCIAL RESULTS:

(Rupees in lacs)

Year Year ended ended 31.3.2003 31.3.2002

Gross Income 863.78 1108.77

Less : Total Expenditure 771.94 973.77

Gross Profit before Depreciation & Taxation 91.84 135.00

Less: Depreciation 34.46 28.84

Net Profit Before Tax 57.38 106.16

Provision for Taxation 30.65 44.00

Net Profit after Tax 26.73 62.16

2. DIVIDEND

Though the Company has wiped out the accumulated losses and have recorded profit after tax, Your Directors are of the opinion that the profits of the Company should be retained to strengthen the financial structure, in view of the long term goals of the Company. Hence your Directors do not recommend any dividend for the current year of operations. (previous year NIL).

3. OPERATIONS OF THE COMPANY

The gross income of the Company in this year has come down by 22.09% to Rs. 863.78 Lacs, as compared to Rs. 1108.77 lacs during last year. The net profit has also been lower, compared to last year.

This has happened pre-dominantly because company is de-focussing from the low margin Hardware business. Similarly, this year, the Company has been focussing on adding more clients by minimising the dependence on clients in Mumbai. This has resulted into increased business development expenditure in various geographies like Middle East, Gujarat, Goa, interior Maharashtra and North India. The competition in this market segment is also increased due to melt -down of export market and consequent lower man-power rates in domestic market due to excess supply. This transformation of your company from "Hardware -Software" to "only Software "and from a "single location " to a "multi-locational " company made impact on the turn-over and profitability in short term. But due to the indepth experience in this field and larger penetration in the market, the Board of Directors is confident about spectacular performance of your company in long term.

4. DIRECTORS

Mr. M. N. Ahmed and Dr. Ajit Kulkarni retire by rotation and being eligible, offer themselves for re-appointment.

5. AUDITORS

The term of the office of the Companys present Auditors, S.P. Sule &Associates, Chartered Accountants, Mumbai is expiring with the conclusion of this Annual General Meeting to be held on 30th September, 2003. They have advised us that they are willing to be re appointed as auditors of the Company.

A written confirmation under section 224(1) of the Companies Act, 1956 has been received from S.P. Sule & Associates, Chartered Accountants, Mumbai that their appointment if made, will be in conformity with the provisions of section 224 (1B) of the Companies Act, 1956.

6. DELISTING OF EQUITY SHARES

As you are already aware that your Company has successfully wiped out the accumulated losses. The frequency of the trading of companys shares has increased during the financial year 2002-2003, as compared to that of 2001-2002 at the Stock Exchange, Mumbai, which is regional Stock Exchange for your Company.

However, it was noticed that the shares of the company are not traded at all on the other three Stock Exchanges Hyderabad, Coimbatore and Madras. Your Directors have taken a serious note of it and have recommended the delisting of the Companys shares from the aforesaid three Stock Exchanges. Yours Directors also assure you that since the Stock Exchange, Mumbai is a leading Stock Exchange in India, the Shareholders in the vicinity of the aforesaid Stock Exchanges would not suffer any problem for liquidating their shares. The delisting will be carried out in strict compliance of the Securities and Exchange Board of Indias (Delisting of Securities) Guidelines, 2003 and other provisions in this respect.

8. INFORMATION UNDER SECTION 217(1)(e)

The information required to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed to this Report as Annexure A.

9. REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of Securities and Exchange Board of India and clause 49 of the Listing agreements with the Stock Exchanges is enclosed in Annexure B.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2003 and of the profit or loss of the Company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts on a going concern basis.

11. PARTICULARS OF EMPLOYEES

Information Under Section 217 (2A) is not furnished, as there is no employee drawing a remuneration more than Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or part thereof.

ACKNOWLEDGEMENT

Your Directors sincerely appreciate the professionalism, commitment and dedication displayed by the employees at all the levels. The Directors also place on record their gratitude to the Members, Distributors, Bankers for their continued support and vital contribution towards the achievements of Your Company.

Your Directors also wish to appreciate the patronage given by the various Government and Semi-Government Customers in India.

For and on behalf of the Board

Prakash B. Rane Managing Director

Mumbai 16th August, 2003

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Mar 31, 2001

The Directors have pleasure in presenting the Eighth Annual Report and Audited Statement of accounts of your Company for the 6 months ended 31st March 2001.

1.FINANCIAL RESULTS

(Rupees in lacs) 6 months 15months ended ended 31.3.2001 30.9.2000

Grooss Income 420.08 1255.90

Less Expenses 364.62 1057.14

Goss Profit before Deprection & Misc Expences 5.46 198.76

Less Deprecition 7.55 14.22

Net Profit before Tax 47.91 184.54

Provision for Taxation 10.00 35.00

Net Profit after Tax 37. 91 149.54

2. DIVIDED

In view of the financial position of Company, your directors do not recommend any dividend for the current year of operation. (previous year NIL).

3. DIRECTORS

Mrs. Supriya Rane and Mr. M.N. Ahmed, retire by rotation and being eligible, offer themselves for re- appointment. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the name of Dr. Ajit Kulkarni for the appointment as Director along with the deposit of Rs. 500/- each.

4. AUDITORS

The term of the office of the Companys present Auditors, S.P Sule &Associates, Chartered Accountants, Mumbai is expiring with the conclusion of this Annual General Meeting to be held on 30th August, 2001. They have advised us that they are willing to be re appointed as auditors of the Company.

A written confirmation under section 224(1) of the Companies Act, 1956 has been received from M/s. S.R Sule & Associates, Chartered Accountants Mumbai, that their appointment if made, will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

5. INVESTMENT IN FOREIGN SUBSIDIARY COMPANY

The Company had established itself well at the national level as far as the E-Governance is concerned. Your Directors have explored the globaI markets and are of the opinion that the specialisation of your Company in the field of E-Governance can be optimally utilised at global level with proper planning. Initially, the Company proposes to start with the formation of a foreign subsidiary Company. As per the guidelines issued by the Reserve Bank of India, the Company can invest upto Rs. 2 Crores.

Accordingly special resolution has been placed in the notice for the approval of the members.

6.CHANGE IN THE MAIN OBJECT CLAUSE OF THE COMPANY

The nature of the Company has been changed to the information Technology Company from a Non Banking FinanceCompany due to take over of a fast growing E-Governance Company. Though the name of the Company was changed to ABM Knowledgeware Ltd., the main object was that of Finance and Leasing.

In order to being the Memorandum of Association in line with the main business activities of the Company,the special resolution to change the main object is necessary.

7. INFORMATION UNDER SECTION 217(1)(e)

The information required to be furnished under Section 217(1)(e) of the Companies Act, 1956 is annexed. (Please See Annexure A)

8. REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance in accordance with the guidelines of Securities and Exchange Board of India and clause 49 of the Listing agreements with the Stock Exchanges is appearing elsewhere in this Annual Report separately.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March,2001 and of the profit or loss of the Company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts on a going concern basis.

11. PARTICULARS OF EMPLOYEES

Information Under Section 217 (2A) is not furnished as there is no employee drawing a remuneration of more than Rs. 12,00,000/- p.a. or Rs. 1,00,000/- p.m. or part thereof.

ACKNOWLEDGEMENT

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by all its employees as also its shareholders, distributors, bankers towards the achievements of your Company. Your Directors also wish to appreciate the patronage given by various Government and Semi-Government Customers in India.

For and on behalf of the Board

Prakash B. Rane Chairman and Managing Director

Mumbai 15th June, 2001