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ELNET TECHNOLOGIES LTD.

25 September 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE033C01019 BSE Code / NSE Code 517477 / ELNET Book Value (Rs.) 390.63 Face Value 10.00
Bookclosure 01/09/2025 52Week High 454 EPS 43.88 P/E 8.57
Market Cap. 150.40 Cr. 52Week Low 310 P/BV / Div Yield (%) 0.96 / 0.51 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors are pleased to present the 34th Annual Report, along with the Annual Audited
Financial Statements of your Company, for the Financial Year ended March 31,2025.

FINANCIAL HIGHLIGHTS

The Financial Performance of your company is stated hereunder:

S. NO

PARTICULARS

2024-25

2023-24

1.

Revenue from operations

2,303.00

2,614.97

2.

Other income

1,022.29

827.82

3.

Total revenue

3325.30

3,442.79

4.

Expenses

1,035.41

1,089.28

5.

Profit before exceptional items and tax

2,289.89

2,353.51

6.

Exceptional items

0.00

0.00

7.

Profit before tax

2289.89

2,353.51

8.

Tax expense

534.67

604.33

9.

Profit for the period

1755.22

1,749.18

10.

Other comprehensive income, net of income tax

1.39

2.77

11.

Total comprehensive income for the period

1756.61

1,751.95

12.

Earnings per share

43.88

43.73

PERFORMANCE OF THE COMPANY
STATE OF THE COMPANY’S AFFAIRS:

During the Financial Year 2024 - 25, there was no significant change in the business model of
the company.

DIVIDEND

The Board of Directors at their meeting held on Tuesday, July 22, 2025, is pleased to recommend
a final dividend of 19% i.e., Rs. 1.90/- on the Equity Shares of the Company for the Financial

Year ended March 31,2025. The dividend, if approved by the Shareholders will be paid within
the statutory period to all those equity shareholders whose names appear on the Register of
Members of the Company as on Monday, September 01,2025, being the record date.

Pursuant to the Income-Tax Act, 1961, dividend income is taxable in the hands of the
Shareholders and the Company is required to deduct tax at source from such dividend at the
prescribed rates. A separate communication providing detailed information and instructions
with respect to tax on the Final Dividend for the Financial Year ended March 31,2025, is being
sent to the Shareholders.

SHARE CAPITAL:

During the Financial Year under review, your Company has not issued any type of shares.
Hence there is no change in the share capital of the company.

TRANSFER TO RESERVES:

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer
to the General Reserve was made during the Financial Year.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 124 of the Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or
unclaimed dividends are required to be transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central Government, after completion of Seven
Consecutive Years from the date of transfer to unpaid dividend account. Further, according
to the Rules, the shares in respect of which dividend has not been paid or claimed for Seven
Consecutive Years or more shall also be transferred to the DEMAT account of IEPF Authority.

Transfer of Unpaid/Unclaimed Dividend Amount/Shares pertaining to the dividend declared in
the Financial Year ended March 31,2018, to Investor Education and Protection Fund (IEPF).

The due date for transfer of Unpaid/Unclaimed Dividend Amount and corresponding Shares
for the dividend declared during the Financial Year ended 31st March 2018, is September
06th , 2025. In compliance with the provision, during the Financial year 2024-25 the Company
had sent intimation to the eligible shareholders and had also issued advertisement in the
newspaper seeking action from the shareholders who have not claimed their dividends for
seven consecutive years or more for the dividend declared during the Financial Year ended
March 31st, 2018. Accordingly, after the expiry of the due date for claiming the unpaid/
unclaimed dividend, the Company will transfer such unpaid or unclaimed dividends along with
the corresponding shares for the Financial Year ended 31st March 2018, to IEPF authority.

Details of shares/shareholders in respect of which dividend has not been claimed, are available
on the website of the company www.elnettechnologies.com (Investors/ Compliances/ Unpaid

Dividend Data/year 2025). Members are requested to ensure that they claim the dividends and
shares referred to above before they are transferred to the said Fund.

Members/claimants whose shares, and/or unclaimed dividend, have been transferred to the
IEPF DEMAT Account or the Fund, as the case may be, may claim the shares or apply for
refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on
http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to
time. The Member/claimant can file only one consolidated claim in a Financial Year as per the
IEPF Rules.

CASH FLOW STATEMENT:

In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation
34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the Financial Year ended March 31, 2025, forms part of this Annual
Report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:

The Board of Directors met 04 (Four) times during the Financial Year ended March 31,2025.

i.e., 29th May, 2024, 29th July, 2024, 14th November 2024, 13th February, 2025.

The gap between the Board meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details regarding attendance of directors at the Board Meetings and the particulars of meeting
of all Committees held during the Financial Year ended March 31, 2025, are given in the
Corporate Governance report forming part of this Annual Report.

PASSING OF BOARD RESOLUTION BY CIRCULATION:

During the Financial Year 2024-25, the Board of Directors of the Company passed the following
resolutions by circulation:

1. Appointment of Mr. Pattabhi Venkata Raman(DIN: 10755620) and Mr. Nataraj Prakash
(DIN: 10762549) as a Non- Executive Additional Director designated as Independent
Directors with effect from Friday, September 06, 2024 through a Circular Resolution.

2. Reconstitution of following committees approved by Circular Resolution passed on
September 06, 2024

Mr. Nataraj Prakash was appointed as a member of the Corporate Social Responsibility
(CSR) Committee with effect from September 06, 2024.

i) Audit Committee

ii) Stakeholder Relationship Committee

iii) Nomination and Remuneration Committee

iv) Corporate Social Responsibility Committee

v) Share Transfer Committee

3. Resolution by Circulation dated March 29, 2025, for appointment of Mrs. Madura Ganesh
(DIN: 02456676) as an Additional Director in the category of Independent Director,
pursuant to the provisions of Section 149, 152 and 161 of the Companies Act, 2013.

AUDIT COMMITTEE:

Pursuant to Section 177(8) of the Companies Act 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
an Audit Committee. The particulars of the Composition of the Audit Committee, meetings held
during the financial year and other particulars have been detailed in the Corporate Governance
Report forming part of this Annual Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT
ACCEPTED BY THE BOARD ALONG WITH REASONS:

The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held, to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
from time to time. For the Financial Year 2024-25, the Board of directors has considered
all the recommendations made by the Audit Committee and has accepted and carried on
the recommendations suggested by the Committee to its satisfaction. Hence there are no
recommendations unaccepted by the Board of Directors of the Company during the Financial
Year under review.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGE IN DIRECTORS - APPOINTMENT/REAPPOINTMENT, CHANGE IN DESIGNATION
AND RESIGNATION:

During the Financial Year ended March 31, 2025, pursuant to the Articles of Association of
the Company and reference to the resolution passed at the Meeting of Board of Directors are
detailed below:

APPOINTMENT:

a) Appointment of Mr. Dr. K P Karthikeyan (DIN:08218878) in the Board meeting held on
13th May, 2025 with effect from 18th February, 2025.

b) Appointment of Mr. Madura Ganesh (DIN: 02456676) as Additional Independent Director
by way of Circular Resolution dated March 29, 2025 passed by the board of directors.

c) Appointment of Mr. Pattabhi Venkata Raman (DIN: 10755620) as Additional Independent
Director with effect from 06th September, 2024 by way of circular resolution.

d) Appointment of Mr. Nataraj Prakash (DIN: 10762549) as Additional Independent Director
with effect from 06th September, 2024 by way of circular resolution.

e) Appointment of Mr. Venkatesan Kumaresan (DIN: 10646507) as Additional Independent
Director with effect from 29th May, 2024.

f) Appointment of Mr. Praveen Prabhakaran Nair (DIN: 07923959) as Chairman and Non¬
Executive Additional Director with effect from 29th May, 2024.

g) Appointment of Mr. Ramu Kannan (DIN: 08562787) as Chairman and Non-Executive
Additional Director with effect from 29th July, 2024.

RESIGNATION:

a) Mr. Gangadaran Chellakrishna (DIN: 01036398) resigned from the Board of the Company
w.e.f. 22nd April, 2024. The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director

b) Mr. Kirubanandan (DIN: 08952166) resigned from the Board of the Company w.e.f. 02nd
May, 2024 The Board extends its sincere gratitude for his services and support during his
tenure as Non-Executive Director

c) Mr. Aneesh Sekhar Somasekharannair (DIN: 07887010) resigned from the Board of the
Company w.e.f. May 24, 2024. The Board extends its sincere gratitude for his services
and support during his tenure as Chairperson and Non-Executive Director.

d) Mr. Praveen Prabhakar Nair (DIN: 07923959) resigned from the Board of the Company
w.e.f. 23rd July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Chairman and Non-Executive Additional Director.

e) Mr. Govindasamy Senrayaperumal (DIN: 01458026) resigned from the Board of the
Company w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services
and support during his tenure as Non-Executive Independent Director.

f) Mr. Kadher Mohideen Kasim (DIN: 02959356) resigned from the Board of the Company
w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director.

g) Mr. Ganapathi Ramachandran (DIN: 00103623) resigned from the Board of the Company
w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director.

h) Mr. Karthik Seshadri Harikrishnan (DIN: 00203319) resigned from the Board of the
Company w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services
and support during his tenure as Non-Executive Independent Director.

RETIRE BY ROTATION:

Pursuant to Section 152(6)(c) of the Companies Act, 2013, Mr. Ravi Janakiraman
(DIN: 00042953) and Mr. Chakkolath Ramachandran (DIN: 00050893) retired by rotation at
the 33rd Annual General Meeting of the Company held on Saturday, September 25, 2024, and
being eligible and willing, were re-appointed.

CHANGE IN KEY MANAGERIAL PERSONNEL:

There were following changes in Key Managerial Personnel in the Company during the
Financial Year March 31,2025.

• Resignation of Mr. Ritesh Shivkumar Mishra from the post of Company Secretary and
Compliance Officer (Membership No. A63025) with effect from 13th February, 2025.

• Resignation of Mrs. Duraisamy Indumathi from the post of Chief Financial Officer (CFO)
of the Company with effect from 14th November, 2024.

• Appointment of Mr. D. Srinivas Rao, as the Chief Financial Officer (CFO) of the Company
with effect from, 14th November, 2024.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual Return
as per the provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the
website of the Company www.elnettechnologies.com

INDEPENDENT DIRECTORS’ DECLARATION:

The Company has received declarations from all the Independent Directors on the board of
the Company at on the end of Financial Year 2024 - 25 confirming that they continue to meet
with the criteria of Independence as prescribed under Section 149(6) of the Companies Act,
2013 and Regulation 25 & 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are persons of integrity and are
experts in various fields of Finance, Law, Technology, Engineering and Commerce and have
more than 20 years of vast experience. All the Independent Directors of the Company have
complied with the provision of Section 150 of the Companies Act, 2013.

Hence in the opinion of the Board all the Independent Directors of the Company fulfill the
conditions specified in the Listing Regulations and are independent of the management.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance and
the certificate of Practicing Company Secretaries regarding compliance with the conditions of
Corporate Governance has been furnished in the Annual Report as ANNEXURE-VI and forms
part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis
report has been annexed to the Boards Report as ANNEXURE-IV and forms part of the Annual
Report.

COMPLIANCE WITH CODE OF CONDUCT:

A code of conduct has been adopted by the company, the Board of Directors and the Senior
Management personnel. The said Code of Conduct can be accessed on the website of
the company, i.e., www.elnettechnologies.com. As of March 31, 2025, every member of the
Board and every member of senior management has confirmed that they are in conformity with
the Code.

As required under Regulation 34(3) and Schedule V (D) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mrs. Unnamalai Thiagarajan,
Managing Director of the Company to this effect is annexed to the report on Corporate
Governance which forms part of this Annual Report.

LISTING OF SHARES:

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE).
The Company has paid the applicable annual listing fees to the Stock Exchanges within the
stipulated time.

DEMATERIALISATION OF EQUITY SHARES:

As on March 31, 2025, 39,06,385 numbers of equity shares are held in dematerialized form,
which constitutes 97.66% of total shareholding. The Company urges its shareholders to
dematerialize the remaining physical shares also at the earliest.

ACCEPTANCE OF DEPOSITS:

During the Financial Year under review, your Company neither accepted any deposits nor
there were any amounts outstanding at the beginning or end of the Financial Year which
were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013
is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of the Company for the Financial Year ended
March 31,2025, the Board of Directors hereby confirms that:

a) I n the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departures wherever
applicable.

b) The Directors have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of your Company as of March 31,2025, and of the profit of your
Company for the year ended on that date.

c) The Directors have taken proper and sufficient care of the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your 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 your Company
and that such internal financial controls are adequate and are operating effectively and

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In compliance with the requirements of Section 135 and Schedule VII of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,
as amended, the Board of Directors have framed a policy on CSR as recommended by the
CSR committee duly constituted and the said policy is available on the Company’s website
www.elnettechnologies.com. The composition and terms of reference of the CSR Committee
are detailed in the Corporate Governance Report forming part of this Annual Report.

The disclosure on Corporate Social Responsibility initiatives during the Financial Year has
been provided in ANNEXURE-III, which forms part of this Annual Report.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, as amended, M/s. Selvam & Suku, Chartered Accountants,

Chennai, were appointed as Statutory Auditors of your Company in the 31st Annual General
Meeting of the Company for a term of 5 years till the conclusion of 36th Annual General
Meeting.

The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been
audited by M/s. Selvam & Suku, Chartered Accountants, Chennai.

The Independent Auditors Report given by the Auditors on the financial statements of the
Company forms part of the Annual Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report which requires any explanation/
comments by the Board.

SECRETARIAL AUDITOR:

Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors
had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the
Secretarial Auditors of the Company for conducting the Secretarial Audit for the Financial Year
2024-25.

S.NO

Remarks from Secretarial Auditor

Board Comments

1.

During the period under review, the
Company has not complied with the
following Regulation as prescribed
under SEBI (Listing Obligation and
Disclosure Requirements) Regulation
2015:

• Regulation 17(1) - Non - compliance
with the requirement pertaining to
the composition of the Board.

• Regulation 18(1) - Non-Compliance
with the constitution of Audit
Committee.

The Board of Directors acknowledges the
non-compliance with Regulation 17(1)
and Regulation 18(1) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, relating to the composition
of the Board and the Audit Committee during
the period under review.

In order to regularize the non-compliances,
the Company has paid the penalty levied
by the Stock Exchange in accordance with
SEBI Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11,2023 and SEBI/
HO/CFD/PoD2/CIR/P/120 dated November
11,2024. Further, the Company has appointed
an Independent Director to ensure compliance
with Regulations 17(1) and 18(1) prior to
the end of the financial year. The Board
confirms that an Independent Director was
appointed prior to the closure of the financial
year to ensure compliance with the aforesaid
regulations.

2.

During the period under review,
there were instances of delay in
intimating the stock exchange in
compliance with Regulation 30 read
with Part A of Schedule III of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Additionally, there were delays in
filing certain forms with the Ministry of
Corporate Affairs (MCA).

The Board of Directors confirms that corrective
actions have been taken to streamline the
Company’s compliance procedures and to
ensure timely disclosures and statutory filings
going forward.

3.

During the period under review, it has
been observed that the Company
has not filed Form DIR-12 in respect
of the changes in the Directorship of
Mr. Praveen Prabhakaran Nair (DIN:
07923959)as a Chairman and Non¬
Executive Additional Director of the
Company.

The Board of Directors regrets the non-filing
of Form DIR-12 for the appointment of Mr.
Praveen Prabhakaran Nair as Chairman and
Non-Executive Additional Director. Necessary
steps have been taken to rectify the same.

Apart from the above-mentioned remarks, the Secretarial Audit Report for the Financial Year
2024-25 does not contain any other remarks, adverse qualifications, reservations, or disclaimers
that require further explanation or comments from the Board. The Secretarial Audit Report is
included in this Annual Report and is annexed as ANNEXURE-V.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto)
if any of the Companies Act, 2013, M/s. Ajay Kumar and Associates, Chartered Accountants,
Chennai were appointed as the Internal Auditors of the Company for the Financial Year
2024-25.

The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed
each quarter in consultation with the Audit Committee. These audits are based on risk-based
methodology and inter alia involve the review of internal controls and governance processes,
adherence to management policies and review of statutory compliances. The Internal Auditors
share their findings on an ongoing basis during the financial year for corrective action. The
Audit Committee oversees the work of Internal Auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the Financial Year 2024-25, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES:

The information as required under the provisions of Section 197(12) of the Companies Act,
2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - I attached herewith which
forms part of this report.

The statement containing such particulars of employees as required in terms of the provisions
of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE
EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Steps taken or impact on conservation of energy

The operations of the Company are not
energy intensive. However, wherever
possible, the Company strives to
curtail the consumption of energy on a
continuing basis.

Steps taken by the company for utilizing alternate
sources of energy

Capital investment on energy conservation
equipment’s

TECHNOLOGY ABSORPTION:

Efforts made towards technology absorption

Not Applicable

Benefits derived like product improvement,

Expenditure on Research & Development if any

Details of technology imported if any

Year of import

Whether imported Absorbed

Areas where absorption of imported technology
has not taken place, if any

B. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars

Amount (In Lakhs)

Total Foreign exchange earned

NIL

Total Foreign exchange outgo

NIL

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME:

The Board has carried out an annual evaluation of its own performance, the directors
and Committees of the Board based on the guidelines formulated by the Nomination &

Remuneration Committee under Self- evaluation method. Board composition, quality and
timely flow of information, frequency of meetings, and level of participation in discussions were
some of the parameters considered during the evaluation process. A note on the familiarizing
programme adopted by the Company for the orientation and training of the Directors and the
Board evaluation process undertaken in compliance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is provided in the Corporate Governance Report which forms part of this Report. Further, the
Independent Directors of the Company met once during the Financial Year on February 13th
, 2025, to review the performance of the Non- Executive Directors, Chairman of the Company
and performance of the Board as a whole. Details regarding the familiarization programme are
also available on the website of the Company.

AS PER THE SEBI CIRCULAR SEBI/HO/CFD/CMD/CIR/P/2018/79 DATED 10TH MAY 2018,
THE FOLLOWINGS DETAILS ARE BEING PROVIDED ON BOARD EVALUATION:

Observations of board evaluation
carried out for the Financial Year.

There were no observations arising out of board
evaluation during the year as the evaluation indicates
that the Board has functioned effectively within
its powers as enumerated under the Companies
Act, 2013 and in consonance with the Articles of
Association of the Company.

Previous year’s
action taken.

observations and

There were no observations during the previous year
warranting any action.

Proposed actions based on current
Financial Year observations.

As there were no observations, the action to be taken
does not arise.

NOMINATION AND REMUNERATION POLICY:

The Company believes that a diverse and inclusive culture is integral to its success. A
diverse Board, among others, will enhance the quality of decisions by utilizing different skills,
qualifications, professional experience, and knowledge of the Board members necessary
for achieving sustainable and balanced development. Accordingly, the Board, based on the
recommendation of the Nomination and Remuneration Committee has formulated a policy
on Director’s appointment, remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The policy covers the appointment, including criteria for
determining qualification, positive attributes, independence and remuneration of its Directors,
Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy
forms part of this Report. The Nomination and Remuneration Policy may be accessed on
the Company’s website at https://www.elnettechnologies.com/Document/Nomination-And-
Remuneration-Policy.pdf

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY:

The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part
D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time. This policy governs the criteria for deciding the remuneration for
Directors and Key Managerial Personnel. It is affirmed that the remuneration to Directors and
Key Managerial Personnel is being fixed based on the criteria and parameters mentioned in the
above-mentioned policy of the Company.

BOARD DIVERSITY:

The Company recognizes and values the importance of a diverse board as part of its corporate
governance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity,
religion, and gender, which will go a long way in retaining its competitive advantage.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated
a whistle blower mechanism for directors and employees to report concerns about unethical
behaviour, actual or suspected frauds or violation of the Company’s code of conduct and ethics.
The Audit Committee oversees the functioning of Whistle Blower Policy. The Whistle Blower
Policy covering all the employees and directors is available in the Company’s website at https://
www.elnettechnologies.com/Document/Vigil-Mechanism-Policy-and-Whistle-Blower-Policy.pdf

PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES:

The Company has not given any loans or guarantees covered under the provision of Section
186 of the Companies Act, 2013. The details of the investments made by the Company are
given in the notes for the financial statements which form part of this Annual Report.

RISK MANAGEMENT POLICY:

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk
Management Policy which lays down the framework to define, assess, monitor, and mitigate the
business, operational, financial, and other risks associated with the business of the Company.
The Company has been addressing risks impacting the Company in the Management
Discussion and Analysis Report which forms part of this Annual Report.

During the Financial Year the Company has not identified any element of risk which may
threaten the existence of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has Internal Complaints Committees as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company firmly provides a safe, supportive, and friendly workplace environment
- a workplace where our values come to life through the underlying behaviours. A positive
workplace environment and a great employee experience are integral parts of our culture.

During the year under review, there were no cases filed pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, the Company has not entered into any new contracts / arrangements
with related parties which qualify as material in accordance with the Policy of the Company on
materiality of related party transactions.

There are no materially significant related party transactions that may have potential conflict
with the interest of the company at large.

The details of the Related Party Transactions as per Indian Accounting Standards (Ind AS) - 24
are set out in Note No. 37 to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2)
of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - II to the report.

The policy on Related Party Transactions as approved and can be accessed at the website
of the Company https://www.elnettechnologies.com/Document/Related%20 Party % 20
Transaction%20policy.pdf adopted by Board.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF THE
COMPANIES ACCOUNTS RULES, 2014:

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures, or
associate companies during the year: N.A.

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:

There have been no significant and material orders passed by the courts or regulators or
tribunals impacting the going concern status and Company’s operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system which commensurate with the size,
scale, and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy
and adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. A report of Auditors pursuant to Section 143(3) (i)
of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed
with the Auditors report.

MATERNITY BENEFITS:

The Board affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

COST AUDIT:

The provisions related to cost audits are not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

The auditors of the Company have confirmed that during the course of their audit, no material
fraud, either by the Company or on the Company by its officers or employees, was noticed or
reported. This is stated in the Independent Auditors’ Report, which forms part of this Annual
Report. Hence, there is nothing to report to the Audit Committee or Board of Directors.

PERSONNEL:

Employee relations have been very cordial during the Financial Year ended March 31, 2025.
The Board wishes to place on record its appreciation to all the employees in the Company for
their sustained efforts and immense contribution to the high level of performance and growth of
the business during the Financial Year. The Management team of the Company comprises of
experienced passionate driven professionals committed to organizational goals.

ACKNOWLEDGEMENT:

Your directors gratefully acknowledge the continued support and Co-Operation of Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., (ELCOT).

The Directors also thank the Bankers, Axis Bank - Thiruvanmiyur Branch, State Bank of India
- Industrial Finance Branch, Chennai, Canara Bank - Tidel Park Branch, Axis Bank - Chennai
Main Branch, Mylapore and the Company’s customers, dealers, vendors and sub-contractors
for their valuable support and assistance extended during the Financial Year.

The Directors wish to place on record their appreciation of the good work done by all the
employees of the Company during the year under review.

For and on behalf of the Board of Directors, of Elnet Technologies Limited

Sd /- Sd/-

Unnamalai Thiagarajan K P Karthikeyan

Managing Director Chairman

Place: Chennai DIN: 00203154 DIN: 08218878

Date: 22/07/2025