Enfuse Solutions Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting their 07^th Annual Report on the Business and operations of the company and the accounts for the Financial Year ended 31^st March 2024

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMACE OF THE COMPANY

The standalone financial statements for the year ended March 31, 2024 have been prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014. The financial statement under Section 133 of the Companies Act 2013 read with companies (Accounts) Rules 2014.

Financial Summary as under: -

(Rs in Lakhs)

Particulars	2023-24	2022-23
Profit before interest, Depreciation & Tax	913.37	504.08
Less- Finance Cost	95.80	16.40
Less- Depreciation & Amortization Expenses	144.75	83.00
Profit/(Loss) before Tax	672.82	404.68
Provision for Tax
Income Tax	102.50	90.00
Deferred Tax	22.63	1.90
Earlier year Short/excess tax	11.62	-6.48
Profit/(Loss) after tax	536.08	319.27

For the financial year 2023-24, your company recorded net revenue of Rs. 3,985/- Lakhs as against Rs. 2,610/- Lakhs in the previous year and thereby recorded growth of Rs. 1,375/- Lakhs in net sales.

2. DIVIDEND

Considering the present financial status of the company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. 536/- Lakhs in the Financial year under review. The total reserves for the financial year 2023-24 is Rs. 2,303/- Lakhs.

4. EXTRACT OF ANNUAL RETURN:

2014 a company shall not require to attach the extract of annual return with the Boards report As per the amendment 9, in case the web link of such annual return has been disclosed in the Boards in Rule 12 pf the companies (Management and Administration) Rules, in Form No, MGT-report in accordance with sub section (3) of Section 92 of the Companies Act 2013.

The annual return will be placed on the web link of the company viz; https://www.enfuse-solutions.com

5. SHARE CAPITAL

A. Authorized Capital

The company has increased its authorized capital from Rs. 10,00,000 to Rs. 10,00,00,000 vide special resolution passed by the members in the EGM held on October 13, 2023 during the period under review.

B. Paid-up Share Capital

The company has increased its paid-up share capital as mentioned below during the period under review:

Sr. No	Increase From	Increase to	Date of Board Meeting
1.	1,00,000	6,51,00,000	October 28, 2023
2.	6,51,00,000	8,84,76,000	March 22, 2024

The total paid-up share capital of the company as on March 31, 2024 is Rs. 8,84,76,000 comprising of 88,47,600 Equity Shares of Rs. 10/- each.

6. BUSINESS OUTLOOK

The company is well-positioned as a provider of integrated digital solutions across various high-growth domains including Data Management & Analytics, E-commerce & Digital Services, Machine Learning & Artificial Intelligence (ML & AI), and Edtech & Technology Solutions. By leveraging custom-designed data processes, specialized delivery teams, and proprietary software, the company streamlines and automates complex processes for its clients, demonstrating strong technological capabilities and operational efficiency. The company has a strong growth trajectory, with a well-diversified service portfolio, a solid client base, and a strategic focus on high-demand sectors and technologies. The combination of international and domestic revenue streams, coupled with the backing of experienced leadership and a skilled workforce, positions the company well for sustained growth in the digital solutions industry. Continued expansion, particularly in domestic markets and government projects, along with innovation in AI and digital services, could further enhance the companys market position and revenue potential in the coming years.

7. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of Business activities during the year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the company occurred between the ends of the Financial Year of the Company i.e. 31^st March 2024.

9. MATERIAL EVENTS OCCURRED DURING THE FIANCIAL YEAR

The material events occurred during financial year is as follows:

1. Pursuant to fresh Certificate of Incorporation consequent upon conversion from Private company to Public Company, received from Registrar of Companies, Mumbai the status of the company was converted from Private Limited Company to Public Limited Company with effect from November 24,2023.

2. The company has filed Draft Red Herring prospectus on January 01, 2024 and Red Herring Prospectus on March 09, 2024 with National Stock Exchange Limited.

3. Subsequent to filing of Draft Red Herring Prospectus and Red Herring prospectus the Company filed prospectus on March 20, 2024.

4. Further, the company got listed on NSE-SME Emerge platform on March 22, 2024.

5. Appointment of CFO December 05, 2023.

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS AND KEY MANGERIAL PERSONNEL

a) Appointment:

* Mohammed Kamran Lal Mohammed Shaikh as Chief Financial Officer of the company with effect from 5^th December 2023.

* Mr. Sanjay Kakra, Mr. Gaurav Maheshwari and Mr. Indraneel Basu, are appointed as Independent Directors on the board with effect from 5^th December 2023.

* Mrs. Farheen Imran Ansari has been appointed as Director on the board with effect from 5^th December 2023.

* Mrs. Shubhra Maheshwari has been appointed as Company Secretary with effect from 5^th December 2023.

11. BOARD MEETINGS:

A calendar of meetings were prepared and circulated in advance to the Directors.

10 Board meetings were held during the financial year ended 31^st March 2024. The Maximum gap between 2 meetings was less than one Hundred and Twenty Days.

The company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

The Details of which are as follows:-

Sr.No.	Date of Meeting	Board Strength	No. of Directors Present
1.	19/06/2023	4	4
2.	28/08/2023	4	4
3.	15/09/2023	4	4
4.	20/10/2023	4	4
5.	31/10/2023	4	4
6.	25/11/2023	4	4
7.	01/12/2023	4	4
8.	12/12/2023	8	8
9.	14/12/2023	8	8
10.	09/03/2024	8	8
11.	20/03/2024	8	8

12. COMMITTES OF THE BOARD

There are currently 3 committees of the Board, as follows: -

A. Audit Committee

The Audit Committee of the company reviews the reports to be submitted with the Board of Directors with respect of auditing the accounting matters. It also supervises the companys financial reporting process. The composition of the committee is as under:-

Sr. No Name	Category	Designation
1. Indraneel Basu	Independent Director	Chairperson
2. Gaurav Maheshwari	Independent Director	Member
3. Imran Yasin Ansari	Managing Director	Member

During the Financial Year 02 meeting of the Audit committee was held on December 12, 2023 and March 05, 2024. The availabledetails onof companysTerms of reference website alongand canwithbetheaccessespowers & at rolet of the Audit Committee are he link provided herein i.e. https://www.enfuse-solutions.com/

During the year under review, all the recommendations made by the Audit committee were accepted by the Board.

B. . NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee constituted as under:

Sr. No Name of the Director	Category	Designation
1. Indraneel Basu	Independent Director	Chairperson
2. Gaurav Maheshwari	Independent Director	Member
3. Farheen Imran Ansari	Non-Executive Director	Member

No Stakeholders Relationship Committee meeting was held during the reporting Financial Year.

The details of Terms of reference along with the powers & role of the NRC are available on companys website and can be accesses at the link provided herein i.e. www.enfuse-solutions.com

During the year under review, all the recommendations made by the NRC were accepted by the Board. .

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Committee constituted is under;

Sr. No Name of the Director	Category	Designation
1. Indraneel Basu	Independent Director	Chairperson
2. Gaurav Maheshwari	Independent Director	Member
3. Mohammed Kamran	Lal Whole time Director & CFO	Member
Mohammed Shaikh

No Stakeholders Relationship Committee meeting was held during the reporting Financial Year.

13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, the board has carried out Annual Performance evaluation of the working of its all committees. The Boards functioning was evaluated on Evaluation of its own performance, the Directors individually as well as the various aspects, including inter-alia the structure of the Board, meetings of the Board, Functions of the Board, and Degree of the Fulfillment of Key responsibilities, establishment and delineation of responsibilities to various committees, Effectiveness of board process, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. The performance assessment of Non- Independent Directors, the Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

15. AUDITORS

In accordance with the guidelines on the rotation of auditors Mathia & Co., Chartered Accountants, (FRN: 126504W) Statutory Auditors of the Company resigned w.e.f this meeting and M/s. R. R. Shah & Associates is appointed as a Statutory auditor from Financial Year 2024-25.

16. The AUDITORS Board hasREPORT duly examined the Statutory Auditors report on accounts which is self

-explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual report.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Riles made thereunder, the Board has appointed M/s Kirty Vaidya & Associates, Practicing Company Secretary for Secretarial Audit of the company for the FY 2023-24.

18. DISCLOSURE UNDER SECTOION 43(a)(ii) OF THE COMPANIES ACT 2013

The company has not issued any shares with differential rights and hence no information as per the provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

19. COMPLINACE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.

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

20. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBISION AND REDRESSAL) ACT, 2013

The company has in place an anti-sexual harassment policy in line with the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (The POSH Act). Internal complaint committees have been set up in accordance with the provisions of POSH Act at the workplace to redress sexual harassment complaints received. All employees (permanent or contractual trainees) are covered under the policy. No complaint was received from any employees of the company or otherwise during the financial year 2023-24 and hence no complaint is outstanding as on 31^st March 2024 for redressal.

21. VIGIL MECHANISM

The board of Directors of the company has, pursuant the provisions of Section 177(9) of the Companies Rules, 2024 framed " Vigil Mechanism Policy" for Directors and Employees of the company to Act 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports.

The employees of the company have right/opinion to report their concern/grievance to the chairman of the Board of Directors. The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy on vigil mechanism is available on the weblink https://www.enfuse-solutions.com

22. RISK MANAGEMENT

All material Risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

23. CODE OF CONDUCT

board of Directors has approved a code of conduct which is applicable to the members of the The code laid down by the Board is known as "Code of Business Conduct" which forms an Board and all employees in the course of day-to-day business operations of the company. Appendix to the code. The code has been posted on the companys website.

24. INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY

Your assessed and strengthened with new/revised standards operating procedures. The companys company has effective internal control risk-mitigation system, which are constantly internal control system is commensurate to the size, scale and complexities of its operations.

25. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES

With reference to Section 134 (3)(h) of the Companies Act 2013, all transactions entered by the Company arms during FY 2023-24 with related parties were in the ordinary course of business and on an length basis. During the year under review, the company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered material transaction and all the related parties as per section 188(1) transactions entered by the company during the financial year were at arms length basis and in of the Act, which could be considered a material transaction and all the related party the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

Disclosure related to contracts/ arrangements with related parties are as per AOC-2 (Annexure 1)

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTOIN AND FOREIGN EXCHNAGE EARNINGS

Conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL during the year.

27. INDUSTRIAL RELATIONS

During the year under review, your company maintained cordial relationships with employees at all levels.

28. LISTING WITH STOCK EXCHANGES:

The equity shares of the company are currently listed on SME platform at National Stock Exchange.

29. DETAILS WITH REFERNEC TO SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY

The company does not have any subsidiary, joint venture or associate company.

30. LOANS. GUARANTEES OR INVESTMENTS UNDER PROVISIONS OS SECTION 186 OF THE COMPANIES ACT 2013.

Following are the details of Loans or Investment by the Company during the FY 2023-24

Sr. No	Name of the Company	Nature of Amount Investment (Rs)	Invested	Date of Approval
NA	NA	NA	NA	NA

31. OTHER INFORMATION

Your directors hereby state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The provisions of Section 135 of the Act with respect to Corporate Social Responsibility is not applicable to the company, hence there is no need to develop a policy on CSR and take initiative thereon;

2. The company has not accepted deposits covered under Chapter V of the Act;

3. No impacting the going concern status and the companys operations in future. significant material orders were passed by the regulators courts or tribunals

4. Since the companys securities are listed on EMERGE SME platform of NSE, by virtue of

Regulations 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulations (2) of Regulations 46 and para-C, D, and E of Schedule V are not applicable to the company. Hence Corporate Governance does not form part of this Board report.

5. There are no employees who are in receipt of salary in excess of the items prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DOSCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DOSCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as (Annexure II).

33. APPRECIATION:

The board wishes to place on record their appreciation for the sincere efforts of the directors, employees and the co-operation extended by Bankers, stakeholders, clients, Associates and central and state Governments for their continuous supports towards the conduct of the company.

Place: -Mumbai

Date: -02/09/2024

By order of the Board

For Enfuse Solutions Limited

Sd/-

IMRAN YASIN ANSARI

Managing Director