Enfuse Solutions Ltd Directors Report

The standalone financial statements for the year ended March 31, 2025 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 is as under: -

(Rs. In Lakhs)

The company is focused on growth with renewed commitment to enhance quality and customer service and reduce cost, increase innovations and positive modifications are expected in the near future.

The outlook of the Company remains encouraging and it is expected that positive trend will start in furthering the growth of the Company.

Consolidated Performance

During the year under review, the revenue of Rs 4,433.30 Lakhs reported in the consolidated financial statements is the same as that in the standalone financial statements. This is because the subsidiary did not generate any revenue during the current financial year."

Standalone Performance

During the year under review your company recorded net revenue of Rs. 4,433.30 Lakhs as against Rs. 3,998.88 Lakhs in the previous year and thereby recorded growth of Rs. 434.42 Lakhs in net sales.

The Directors have not recommended any dividend for the financial year ended 31st March 2025.

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulation") is presented in a separate section, which forms part this Annual Report.

The balance in the Profit and Loss Statement for the financial year under review stood at Rs. 324.54 lakhs. Consequently, the total reserves of the Company as on March 31, 2025, amounted to Rs. 2,618.53 lakhs.

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

The Annual Return of the Company, as required under Section 92(3) of the Companies Act, 2013, is available on the website of the Company at the following web link: https://www.enfuse-solutions.com.

A. Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs. 10,00,00,000 (Rupees Ten Crores only). There has been no change in the authorized capital of the Company during the financial year under review.

B. Paid-up Share Capital

The Paid-up Share Capital of the Company as on March 31, 2025, is Rs. 8,84,76,000 (Rupees Eight Crores Eighty-Four Lakhs Seventy-Six Thousand only), comprising 88,47,600 equity shares of 10/- each.

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

During the financial year under review, the Company neither commenced any new business operations nor discontinued, sold, or disposed of any of its existing businesses. Further, there was no hiving off of any segment or division during the year.

10. 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 2025.

11. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on 31^st March, 2025 comprised of Eight (8) Directors out of which one (4) are Executive Director and Four (4) are Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors

12. DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Act Independent Directors on the board of the company, have submitted declaration to the effect that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16(1)(b) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

13. BOARD MEETINGS:

During the year 14 Board meetings were convened and held and the intervening gap between the meeting was within the period prescribed under the Companies Act, 2013:

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

14. COMMITTES OF THE BOARD

The Companys Board has the following Committees:

A. Audit Committee

The Audit Committee comprises of following and the committee overseas the financial reporting, internal controls, risk management, and compliance and submits its report to the Board of Directors of the Company: -

During year under review five (5) Audit Committee meetings were held dated

The details of Terms of reference along with the powers & role of the Audit Committee are available on companys website and can be accesses at the 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 (NRC)

The composition of the Committee constituted as under:

One meeting of the Nomination and Remuneration Committee was convened held during the year

Date of meeting: 27^th August 2024

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. https://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;

One meeting of the Nomination and Remuneration Committee was convened held during the year

Date of meeting: 19 February, 2025

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

In compliance with the provisions of Section 135 of the Companies Act, 2013 and the applicable rules made thereunder, the Companys CSR Policy focuses on key areas including providing food to the underprivileged, promoting education, and supporting medical aid for the economically weaker sections of society through implementation via renowned and credible trusts.

Annual Report on CSR activities of the Company is annexed herewith and marked as "Annexure A" to this Report.

DIRECOTRS, COMMITTEES ETC.

In terms of provisions of the Act and Regulation 17(10) read with Regulation 25(4) of the Listing Regulations, the Board conducts an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its committees through questionnaire designed with qualitative parameters and feedback based on ratings.

The Board has adopted Board Evaluation Policy ("Policy") for carrying out the evaluation of Board as whole, the Board Committees and individual Directors including Independent Directors. The Policy covers the performance evaluation criteria of all the directors including independent directors. The criteria covered to conduct the evaluation process includes contribution to and monitoring of corporate governance practices, knowledge & update of relevant areas, participation in the long-term strategic planning and fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active/effective participation at the Board and Committee meetings, representation of shareholders interest and enhancing shareholders value etc.

16. DIRECTORS RESPONSIBILITY STATEMENT

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

17. STATUTORY AUDITORS

R. R. Shah & Associates., Chartered Accountants, (FRN: 112007W) Statutory Auditors of the Company resigned w.e.f this meeting and M/s. Ankush Gupta & Associates, Chartered Accountants,(FRN:149227W) is appointed as a Statutory auditor from Financial Year 2024-25..

18. AUDITORS REPORT

The report given by M/s. R. R. Shah & Associates, Chartered Accountants, Statutory Auditors on financial statements of the Company for Financial Year 2024-2025 forms part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory.

The Auditors Report does not contain any qualification, reservation or adverse remark other than audit trail in accounting system as per rule 11(g) of the companies (Audit and Auditors) Rules, 2014

The company was in the process to implement the latest version in accounting system and hence there was delay during the year. However, the same has been implemented as on the date of the director report.

As per the observations made by the Statutory Auditors in the CARO Report, it has been recommended that the Company appoint an Internal Auditor to regularly cover high-risk areas. The Board acknowledges this recommendation and is in the process of strengthening the internal audit framework accordingly.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Kirty Vaidya & Associates, Company Secretaries [COP No. - 21076] for conducting the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as "Annexure B" to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimers for the period under review.

20. 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.

21. COMPLIANCE WITH SECRETARIAL STANDARDS.

During the financial year under review, the Company had complied with applicable Secretarial Standards on Board of Directors (SS-1) and General Meetings, (SS-2) specified by the Institute of Company Secretaries of India.

22. PREVENTION OF SEXUAL HARASMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/ awareness program are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

No complaint was received from any employees of the company or otherwise during the financial year 2024-25 and hence no complaint is outstanding as on 31^st March 2025 for redressal.

The Company has established a robust Vigil Mechanism and Whistleblower Policy in accordance with the provisions of the Act and the Listing Regulations. Ethics & Compliance Task Force (ECTF) comprising Executive Director, General Counsel, Group Controller and Company Secretary has been established, which oversees and monitors the implementation of ethical business practices in the Company. ECTF evaluates incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called "Protected Disclosures" and can be raised by a Whistle-blower through an e-mail or dedicated telephone line or a letter to the ECTF or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle-blower Policy is available on the Companys Website and can be accessed at https://www.enfuse-solutions.com.

24. RISK MANAGEMENT

Risk Management activities were monitored regularly. The Management monitors risk, reviews and analyses risk exposure related to specified issues and provides oversight of risk across the organization. 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.

25. CODE OF CONDUCT

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

26. INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY

The Company has the internal control systems in place, adequate for the size of the Company and the nature of its business. The primary function of our internal control systems is to ensure efficiency in business operations, safeguarding of companys assets, adherence to policies and procedures, protecting and detecting errors and frauds, strict compliance with applicable laws and ensuring the reliability of financial statements and reporting.

The Company has in place the internal financial controls for the various processes of the Company such as Revenue reporting and recognition, Fixed assets, Finance and accounts, Taxation, Treasury, HR & Payroll and Procurement etc. The internal control systems adopted by the Company ensures that all transactions are executed with proper authorisation, are recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorised use. In addition, the compliance of corporate policies is duly monitored.

The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference including the matters relating to financial reporting and internal controls.

During the year, the Company had appointed a qualified Internal Auditor for a limited scope of review. However, based on the observations made by the Statutory Auditors in the CARO Report, the scope of internal audit will be expanded to comprehensively cover high-risk areas on a regular basis. The Board is committed to strengthening the internal control and risk management framework accordingly.

27. PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES

During the year under review:

Details of contract/ arrangements/transactions with related party which are required to be reported in Form NO. AOC-2 in terms of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in "Annexure C" to this Report.

Member may Refer to No. 22 of the Standalone Financial Statement which sets out Related Parties Disclosure pursuant to IND AS.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTOIN AND FOREIGN

EXCHNAGE EARNINGS

Conservation of energy, Technology absorption and foreign exchange earnings and outgo: Information as per section 134 (1) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under:

Amount in Lakhs

29. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURES OR ASSOCIATE

COMPANY

During the year under review companies listed in "Annexure D" to this Report have become and/or ceased to be the subsidiary, joint venture or associate of the Company.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is: NIL

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:

"Annexure A";

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.

32. DOSCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER

DISCLOSURES 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 E".

33. APPRECIATION:

The board places on record its deep sense of appreciation for committed services by all the employees of the Company. The Board would also like to express their sincere appreciation for assistance and cooperation received from the financial institutions, bank, government and regulatory authorities, stock exchanges, customers, members, during the year under review.