Directors Report of Enfuse Solutions Ltd.

Mar 31, 2025

Your directors present the 08^th Annual Report on the Business and operations of the company and the
accounts for the Financial Year ended 31^st March 2025

1. FINANCIAL SUMMERY OR HIGHLIGHTS/PERFORMACE OF THE COMPANY

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: -

Particulars	2024-25	2023-24
Profit before Interest, Depreciation & Tax	1166.34	901.30
Less- Finance Cost	235.16	83.74
Less- Depreciation & Amortization Expenses	430.74	144.98
Profit/(Loss) before Tax	500.44	672.58
Provision for Tax
Income Tax	100.00	102.50
Deferred Tax	(4.98)	11.62
Earlier year Short/excess tax	80.88	22.63
Net Profit/(Loss) after tax	324.54	535.83
Earnings per share (EPS)
Basic	3.67	8.15
Diluted	3.67	8.15

2. COMPANY’S PERFORMANCE AND REVIEW

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.

3. DIVIDEND

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

4. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT

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.

5. RESERVES AND SURPLUS

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

6. EXTRACT OF ANNUAL RETURN:

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 Board’s report in Form No,
MGT-9, in case the web link of such annual return has been disclosed in the Board’s 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.

7. SHARE CAPITAL

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.

8. 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 company''s market position
and revenue potential in the coming years.

9. CHANGE IN CONTROL AND THE NATURE OF BUSINESS

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

Sr. No	Name	Designation	DIN
01	Zaynulabedin Mohmadbhai Mira	Whole-time director	03496775
02	Mohammed Kamran Lal Mohammad	CFO & Whole-time	08569328
	Shaikh	director
03	Imran Yasin Ansari	Managing Director	08569327
04	Rahul Mahendra Gandhi	Whole-time director	03494610
05	Sanjay Kakra	Independent Director	03020884
06	Farheen Imran Ansari	Independent Director	07724931
07	Gaurav Maheshwari	Independent Director	10252288
08	Indraneel Basu	Independent Director	07756426

i) FARHEEN IMRAN ANSARI (DIN: 07724931) retired by rotation and re-appointed at the Annual
General Meeting held on 24^th September 2025.

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.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	03/04/2024	8	8
2.	08/05/2024	8	4
3.	30/05/2024	8	8
4.	01/06/2024	8	8
5.	21/06/2024	8	5
6.	27/06/2024	8	8
7.	04/07/2024	8	8
8.	02/09/2024	8	8
9.	22/10/2024	8	8
10.	23/10/2024	8	8
11.	14/11/2024	8	8
12.	18/12/2024	8	8
13.	19/02/2025	8	8
14.	21/03/2025	8	8

14. COMMITTES OF THE BOARD

The Company’s Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

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: -

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

1. 3^rd April 2024

2. 30^th May 2024

3. 2^nd September 2024

4. 14^th November 2024

5. 19^th February 2025

The details of Terms of reference along with the powers & role of the Audit Committee are available
on company’s 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:

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

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
company’s 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;

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

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 Company’s 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.

15. ANNUAL PERFOMANCE EVALUATION BOARD INCLUDING INDEPENDENT
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:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act have been
followed and there are no material departures from the same;

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 as at March 31, 2025 and of the profit 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; and

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.

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.

23. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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 Company’s 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 company’s 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 company’s 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:

a) all contract/arrangement/ transactions entered by the Company with related parties were in the
ordinary course of business and on an arm’s length basis.

b) contract/ arrangement/ transaction which were material, were entered into with related parties
in accordance with the policy of the Company on Materiality of Related Party Transactions
and on dealing with Related Party Transactions.

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) ofthe Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is as under:

		2024-25	2023-24
A) Conservation of energy
	i) steps taken or impact on conservation of energy	Nil	Nil
	ii) steps taken for utilizing alternate sources of energy	Nil	Nil
	iii) capital investment on energy conservation equipment’s	Nil	Nil
B) Technology absorption
	i) the efforts made towards technology absorption;	Not applicable	Not applicable
	ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Not applicable	Not applicable
	iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
	(a) the details of technology imported;	Nil	Nil
	(b) the year of import;	Not applicable	Not applicable
	(c) whether the technology been fully absorbed;	Not applicable	Not applicable
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL	NIL
	(iv) the expenditure incurred on Research and Development.	NIL	NIL
C) Foreign exchange earnings and Outgo			0
	actual inflows and - foreign currency	2,600.08	2,367.78
	actual outflows	224.28	Nil

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.

A statement providing details of performance and salient features of the financial statement of
subsidiary, associate, join venture companies, as per Section 129(3) of the Act, is provided in
“Annexure D” to the report.

30. PARTICULARS LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES

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:

1. The provisions of Section 135 of the Act with respect to Corporate Social Responsibility is
applicable to the company, the company has deployed a policy on CSR as detailed in
“Annexure A”;

2. Details relating deposits covered under Chapter V of the Act.

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

4. Since the company’s 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.

6. Issue of equity shares with differential rights as to dividend, voting or otherwise.

7. Neither the Managing Director nor the Whole-Time Director of the Company receives any
salary or commission from any of the subsidiaries of the Company.

8. No significant or material orders were passed by the Regulator or Courts or Tribunals which
impact the going concern status and Company’s operations in future.

9. No fraud has been reported by the Auditors to the Audit Committee or the Board.

10. There has been no change in the nature of business of the Company.

11. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

12. There was no instance of one-time settlement with any Bank or Financial Institution.

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 co¬
operation received from the financial institutions, bank, government and regulatory authorities, stock
exchanges, customers, members, during the year under review.

Place: -Mumbai
Date: -01/09/2025

For and on behalf of the Board of Directors
For Enfuse Solutions Limited

Sd/-

IMRAN YASIN ANSARI
Managing Director

---

Mar 31, 2024

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:

As per the amendment in Rule 12 pf the companies (Management and Administration) Rules, 2014 a company shall not require to attach the extract of annual return with the Board’s report in Form No, MGT-9, in case the web link of such annual return has been disclosed in the Board’s 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 CAPITALA. 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 company''s 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 company’s 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 details of Terms of reference along with the powers & role of the Audit Committee are available on company’s 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

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 company’s 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

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 its own performance, the Directors individually as well as the evaluation of the working of its all committees. The Board''s functioning was evaluated on 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 202425.

16. AUDITORS REPORT

The Board has duly examined the Statutory Auditor''s report on accounts which is selfexplanatory 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 to the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its powers)

Rules, 2024 framed “ Vigil Mechanism Policy” for Directors and Employees of the company to 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. A

23. 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 company’s website.

24. INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY

Your company has effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The company’s 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 during FY 2023-24 with related parties were in the ordinary course of business and on an arm’s 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 a material transaction and all the related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arm’s length basis and in 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 Investment	Amount 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 significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the company’s operations in future.

4. Since the company’s 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.