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Enser Communications Ltd			Industry : Computers - Software - Medium / Small


BSE Code:	92602	NSE Symbol:	ENSER	P/E(TTM):	21.76

ISIN Demat:	INE0R9I01021	Div & Yield %:	0	EPS(TTM):	0.94

Book Value(Rs):	3.9061023	Market Cap ( Cr.):	178.24	Face Value(Rs):	2

Change Company

To,

The Members,

Enser Communications Limited

(formerly Enser Communications Private Limited)

Your Directors have pleasure in presenting the 17^th Annual Report on the Business and Operations of your Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 along with the reports of the Auditors thereon.

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

FINANCIAL PERFORMANCE OF THE COMPANY

The Financial Results for the Year ended March 31, 2025 and the Corresponding Figure for the previous year are as under:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25
Revenue from Operations	7032.35	4607.57	8458.43
Other Income	53.88	22.06	86.34
Total Income	7086.23	4629.63	8544.77
Total Expenses	5966.08	3,917.81	7344.01
Net Profit Before Tax	1120.15	711.82	1200.76
Current Tax	254.30	194.07	283.46
Adjustment of Income Tax	12.58	-	12.58
Adjustment of Deferred Tax	35.07	(9.52)	26.59
Profit after Tax	818.20	527.27	878.13
Basic Earnings per share	0.94	0.60	1.01

The above figures are extracted from the audited Standalone and Consolidated Financial Statement prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

The company has made significant investments in technology infrastructure, cloud and cybersecurity to strengthen its offerings and customer experience. Going forward, our company is planning to continue to develop and invest in sophisticated technology to further strengthen our technology infrastructure.

1. STATE OF COMPANY AFFAIRS

During the year under review, the Company has achieved a Total Income of Rs. 7086.23/- Lakhs as against Rs. 4629.63/-Lakhs for previous year whereas, the profit of the Company for the period under review is Rs. 818.20/- Lakhs as compared to profit of the company Rs. 527.27/- Lakhs in the previous year. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

2. SHARE CAPITAL

Authorized and Paid-Up Share Capital

During the year under review, the Authorized Share Capital of the Company increased by the members through Postal Ballot on December 14, 2024 from Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000/- (One Crore and Ten Lakhs Only) Equity Shares of Rs.10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore Only) Equity Shares of Rs. 10/- -each ranking pari passu in all respect with the existing Equity Shares of the Company.

The Authorized Share Capital of the Company as on March 31, 2025 is Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 10,00,00,000 (Ten Crore Only) Equity Shares of Rs. 2/-. The paid-up Equity share capital of Company as on March 31, 2025 is Rs 17,43,21,180/- (Rupees Seventeen Crore Forty-Three lakh twenty-one thousand one hundred eighty only) divided into 8,71,60,590 (Eight crore Seventy-one lakh sixty thousand five hundred ninety only) equity shares of Rs. 2/- each.

During the year under review, the Issued and paid-up Share capital has been increased via following events:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Rights Issue:

Company has not issued any Equity Shares through Right Issue during the year under review.

d. Bonus Shares:

During the year under review, Company has issued and allotted 87,16,059 (Eighty-Seven Lakhs Sixteen Thousand Fifty-Nine Only) Equity Shares of Rs.10/- each, at par, aggregating Rs. 8,71,60,590/- (Eight Crore Seventy-One Lakh Sixty Thousand Five Hundred Ninety only) as bonus shares to the holders of the existing equity shares in the ratio of 1:1 on January 06, 2025.

e. Split/sub-division of Shares

During the year under review, the Company has sub-divided the face value of its equity shares from ?10/- (Rupees Ten) each to ?2/- (Rupees Two) each. The sub-division was undertaken to enhance liquidity and make the shares more affordable and accessible to a broader base of investors.

The necessary approvals were obtained from the shareholders through postal ballot held on December 14, 2024, and the sub-division became effective on February 07, 2025. Post sub-division, the authorized, issued, subscribed, and paid-up equity share capital of the Company has been adjusted accordingly, without affecting the overall capital structure or shareholder value.

f. Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees, during the period under review.

3. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation observed in connection with the terms of the objects of the issue mentioned in the Prospectus dated March 9, 2024, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus

(amount in lakhs)

Total IPO Proceeds:
Setting up of new service unit	725
To meet Working Capital Requirements	437
Gross Proceeds of IPO	385
Issue related expenses	70
Total net proceeds of IPO	1617
Statement of Utilization: (till 31.03.2025)
1. Setting up of new service unit	725
2. Working Capital Requirement	437
3. General Corporate purpose	385
4. Issue Related Expenses	70
Total	1617
Pending For Utilization	0.00

AH the funds raised pursuant to IPO has been utilized fully for the objects mentioned in the Prospectus till March 31, 2025.

4. DEPOSITS

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND

The Board of Directors of your Company, with a view of ploughing back of profit did not recommend any Dividend for the year ended on March 31, 2025.

6. 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, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

7. AMOUNTS, IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY

During the financial year under review, there was no change in the nature of the business of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company's Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors, Company Secretary and Chief Financial Officer. Amongst the directors, three are Executive and three are Non-Executive Directors including two Independent Director and one- woman Director on the Board.

The Board of Directors of your Company comprised of the following Directors & KMP, as on March 31, 2025:

S. No. Name of Director	Designation
1. Mr. Rajnish Omprakash Sarna	Managing Director
2. Mr. Harihara Subramanian Iyer	Whole Time Director
3. Ms. Gayatri Sarna	Whole Time Director
4. Ms. Sindhu Saseedharan Nair	Non-Executive Director
5. Mr. Sunil Srichand Bhatia	Independent Director
6. Mr. Pradeep Anand Phadke	Independent Director
7. Ms. Muskan	Company Secretary & Compliance Officer
8. Ms. Dimple Thakur	Chief Financial Officer

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Gayatri Sarna (DIN: 07316414), director of the Company, is liable to be retired by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for reappointment. Necessary resolution for her re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend her re-appointment for your approval.

10. MEETINGS

I. BOARD MEETING

During the Financial Year under review, 6 (Six) meetings of the Board of Directors were held. The dates on which the said meetings were held are as follows:

Sr No. Date of Board Meeting	Total Number of directors associated as on the date of meeting	Attendance
		Number of directors Attended	% of attendance
1. May 27, 2024	6	5	83
2. August 31, 2024	6	6	100
3. November 11, 2024	6	6	100
4. January 06, 2025	6	4	67
5. February 10, 2025	6	4	67
6. March 26, 2025	6	5	83

II. GENERAL MEETING

During the year under review, the following General Meeting was held:

Sr. No. Type of Meeting	Date of Meeting	Total Number of members entitled to date attend meeting	Number of members Attended
1. Annual General Meeting	September 28, 2024	487	21

III. COMMITTEES OF THE BOARD

a) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Composition of the Audit committee is as follows:

Sr. No. Name of the Director	Designation
1. Mr. Sunil Srichand Bhatia	Chairman and Independent Director
2. Mr. Pradeep Anand Phadke	Member and Independent Director
3. Mrs. Sindhu Saseedharan Nair	Member and Non-Executive Director

Ms. Muskan, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETING OF THE AUDIT COMMITTEE

During the Financial Year under review 4 (Four) meetings of the members of the Audit Committee were held. The maximum gap between any two meetings did not exceed 120 days and all meetings were held in compliance with the Companies Act, 2013, SEBI Listing Regulations and the Secretarial Standards issued by the Institute of Company Secretaries of India. The dates on which the said meetings were held:

Sr No. Date of Audit Committee	Total Number of Members associated as on the date of meeting	Attendance
		Number of Members Attended	% of attendance
\1. May 27, 2024	3	3	100
2. August 31, 2024	3	3	100
3. November 11, 2024	3	3	100
4. February 10, 2025	3	3	100

b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

The Composition of the Nomination and Remuneration committee is as follows:

Sr. No. Name of the Director	Designation
1. Mr. Sunil Srichand Bhatia	Chairman and Independent Director
2. Mr. Pradeep Anand Phadke	Member and Independent Director
3. Mrs. Sindhu Saseedharan Nair	Member and Non-Executive Director

Ms. Muskan, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

MEETING OF THE NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year under review, 1 (one) meeting of the members of the Nomination and Remuneration Committee was held. The date on which the said meeting was held:

Sr No. Date of Audit Committee	Total Number of Members associated as on the date of meeting	Attendance
		Number of Members Attended	% of attendance
1. August 31, 2024	3	3	100

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

The Composition of the Stakeholders Relationship Committee is as follows:

Sr. No. Name of the Director	Designation
1. Mr. Sunil Srichand Bhatia	Chairman and Independent Director
2. Mrs. Sindhu Saseedharan Nair	Member and Non-Executive Director
3. Mrs. Gayatri Sarna	Member and Whole Time Director

MEETING OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year under review, 1 (one) meeting of the members of the Stakeholders Relationship Committee was held. The date on which the said meeting was held:

Sr No. Date of Audit Committee	Total Number of Members associated as on the date of meeting	Attendance
		Number of Members Attended	% of attendance
1. November 11, 2024	X 3	y3	100

d) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the year under review, Company has constituted the Corporate Social Responsibility Committee vide Board Resolution dated May 27, 2024. CSR Committee of comprises of three Directors in compliance with provisions of the Companies Act, 2013 to ensure alignment with current regulatory requirements and organizational objectives.

The Composition of the Corporate Social Relationship Committee is as follows:

Sr. No. Name of the Director	Designation
1. Mrs. Gayatri Sarna	Chairperson and Whole Time Director
2. Mrs. Sindhu Saseedharan Nair	Member and Non-Executive Director
3. Mr. Pradeep Anand Phadke	Member and Independent Director

MEETING OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year under review, 1 (one) meeting of the members of the Corporate Social Responsibility Committee was held. The date on which the said meeting was held:

Sr No. Date of Audit Committee	Total Number of Members associated as on the date of meeting	Attendance
		Number of Members Attended	% of attendance
1. January 06, 2025	3	2	67

The Company has undertaken projects in the areas of education largely in accordance with Schedule VII of the Companies Act, 2013. The weblink on Composition of the Board and its Committees can be viewed at https://enser.co.in/composition-of-committees/.

The Company was required to spent as CSR obligation Rs. 7 Lakhs (Being 2% of the Average Net Profit of preceding three financial year) and consequently company has spent 7 Lakhs during the Financial Year 2024-25. The Company carries out CSR activities through trust i.e., Vilasshinde's Yashoganga Educational & Social Council registered with MCA. The Company's CSR Policy focuses on Promoting education, enhancing vocation skills especially among children, women, elderly and the differently abled enhancement projects. A separate report on Corporate Social Responsibility practices followed by the Company forms an integral part of this Report.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY During the year under review, following events took place in the Company:

a) Bonus Shares:

b) Split/sub-division of Shares

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT. 2013

The particulars of loans given, investments made, guarantees provided, and securities extended by the Company, as required under Section 186 of the Companies Act, 2013, are disclosed in the notes to the financial statements forming part of this Annual Report.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

14. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-2025.

15. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.

16. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

17. DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

18. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

19. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

20. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming part of the Annual Report, annexed to the Report as "Annexure-I.

21. SUBSIDIARIES COMPANIES

During the year under review, your Company acquired 100% equity shareholding in Growintelli Technologies Private Limited on February 12, 2025, thereby making it a Wholly-Owned Subsidiary of the Company.

Additionally, your Company acquired 51% equity stake in each of IVRedge Services Private Limited and Teckinfo Solutions Private Limited, thereby making them subsidiary companies in accordance with the provisions of the Companies Act, 2013.

Consequent to the acquisition of these subsidiaries, the provisions of Section 129(3) of the Companies Act, 2013, relating to the preparation of consolidated financial statements, have become applicable to the Company. Accordingly, the consolidated financial statements have been prepared and are being presented to the Members at the Annual General Meeting for their approval.

Statement containing salient features of the Financial Statement of Associate pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure - II.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2 as Annexure-III.

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub section (3) (m) of Section 134 of the Companies Act, 2013 read with rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure IV".

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

26. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3) (d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 as amended from time to time, and the same have been noted and taken on record by the Board.

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Meeting of the Independent Directors

During financial year 2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on November 11, 2024. At such meeting, the Independent Directors have discussed among other matters, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance and performance of Executive Directors.

Familiarisation Programmes

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website www.enser.co.in.

27. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Outcome of Evaluation:

The Board reviewed and expressed its satisfaction with the overall performance and effectiveness of the Board and its various Committees. Each Committee continues to operate efficiently and in accordance with its defined terms of reference, as prescribed under applicable laws and regulations. Beyond their mandated responsibilities, the Committees have consistently taken a proactive approach in addressing emerging issues, strategic priorities, and other matters of significance, thereby contributing meaningfully to the governance framework of the Company.

The Board also recognized the active engagement and high level of commitment demonstrated by all Directors. In their individual capacities, the Directors have provided valuable insights, exercised independent judgment, and contributed constructively to Board deliberations and decision-making processes. Their collective expertise and dedication have played a crucial role in strengthening the governance and strategic direction of the Company.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial Year ended March 31, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That the directors had 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 at the end of the financial year and of the profit or loss of the company for the year review;

c. That the directors had 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. That the directors had prepared the annual accounts for the financial Year ended March 31, 2025 on a going concern basis;

e. That the directors had 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. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

29. AUDITORS & AUDITOR'S REPORT:

a. Statutory Auditors and Audit Report

The members of the Company at their Annual General Meeting held on September 28, 2024 have appointed M/s. Mukeshkumar Jain & Co., Chartered Accountants, Ahmedabad (Firm Registration No.: 106619W) as the Statutory Auditor of the Company for a period of 5 years from the financial year 2024-2025 till Financial Year 2028-2029. The auditors have confirmed their eligibility and willingness to continue as auditors of the company.

The Auditor's Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.

b. Secretarial Auditor and their Report

The Company has appointed M/s Neena Deshpande & Co., Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure - V. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark, accordingly, required to be commented upon by the Board of Directors.

c. Internal auditors

The Company has appointed M/s P.N. Khanna & Co. (FRN 002252N, M. No. 559426), Practicing Chartered Accountants as an Internal Auditor of the Company for the financial year 2024-25 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

d. Cost auditors

The cost audit is not applicable to the Company pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

30. ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the Financial Year ended March 31, 2025 is available on the Company's website and can be accessed at www.enser.co.in.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - VI".

32. DEMATERIALISATION OF EQUITY SHARES

The entire shareholding of the Company is in DEMAT mode. The ISIN of the Company is INE0R9I01021.

33. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2025-2026 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2025-2026.

34. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

35. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, one complaint alleging sexual harassment was filed and resolved through appropriate action in accordance with the provisions of the Act. As of March 31, 2025, no complaints were pending for more than ninety days. All complaints are tracked and monitored in a timely manner.

36. STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company is committed to upholding the rights and welfare of all employees in accordance with applicable labour laws and statutory regulations. The Company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended, across all its locations in India. All eligible women employees are entitled to maternity benefits, as prescribed under the Act. In addition, Company has taken proactive steps to promote a supportive and inclusive work environment for expecting and new mothers by ensuring timely disbursal of maternity benefits and providing safe and hygienic workplaces. We remain committed to fostering employee well-being and ensuring that our policies and practices are aligned with both the letter and the spirit of the law.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the reporting period, no application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

38. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

39. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain 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 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

Mrs. Gayatri Sarna, Whole Time Director, is wife of Mr. Rajnish Omprakash Sarna, Managing Director of the Company and Mrs. Sindhu Saseedharan Nair, Non-Executive Non independent Director, is wife of Mr. Harihara Subramanian Iyer, Whole Time Director of the Company.

41. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

42. WEBSITE OF THE COMPANY

Your Company maintains a website www.enser.co.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

44. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

		For & on behalf of the Board
		Enser Communications Limited
	(formerly Enser Communications Private Limited)
	Sd/-	Sd/-
	Rajnish Omprakash Sarna	Harihara Subramanian Iyer
	Managing Director	Whole Time Director
	DIN:02093291	DIN:02093133
Date: 30^th August. 2025
Place: Gurugram