Elnet Technologies Ltd. — Annual Report 2023

Aug 18, 2023

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Digitally signed by RITESH RITESH SHIVKUMAR SHIVKUMAR MISHRA MISHRA Date: 2023.08.18 18:51:23 +05'30'

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ELNET TECHNOLOGIES LIMITED 32nd ANNUAL REPORT 2022-23

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BOARD OF DIRECTORS Dr. S. Aneesh Sekhar, IAS Chairman and Non- Executive Additional Director (Appointment Date: May 29, 2023) Mrs. Unnamalai Thiagarajan, Managing Director Mr. G. Chellakrishna, Non-Executive Independent Director Mr. H. Karthik Seshadri, Non-Executive Independent Director Mr. R. Ganapathi, Non-Executive Independent Director Mr. G. Senrayaperumal, Non-Executive Independent Director Mr. K. Kasim, IPS (Retd.), Non-Executive Independent Director Mr. A. P Radhakrishnan, Non-Executive Independent Director Mr. S. Kirubanandan, Non-Executive Director Mr. N. Srivathsa Desikan, Non-Executive Director Mr. C. Ramachandran, IAS., (Retd), Non-Executive Director Mr. J. Ravi, Non-Executive Director CHIEF FINANCIAL OFFICER Mrs. D. Indumathi (Appointment Date: February 13, 2023) COMPANY SECRETARY & Mr. Ritesh Shivkumar Mishra COMPLIANCE OFFICER (Appointment Date: February 13, 2023) STATUTORY AUDITORS M/s. Selvam & Suku Kilpauk,Chennai - 600010 SECRETARIAL AUDITORS M/s. BP and Associates Teynampet, Chennai - 600018 INTERNAL AUDITORS M/s. Ajay Kumar and Associates Chennai. BANKERS Axis Bank Limited Thiruvanmiyur Branch, Chennai - 600041. State Bank of India Industrial Finance Branch KRM Plaza, Ground Floor, Chetpet, Chennai - 600031 Canara Bank Tidel Park Branch, Chennai - 600113. REGISTERED OFFICE Elnet Software City TS 140, Block No.2 & 9, Rajiv Gandhi Salai, Taramani, Chennai-600113. Phone: 044-22541098 / 22541337 / 22541793 Fax: 044-22541955; E-mail: elnetcity@gmail.com Website: www.elnettechnologies.com REGISTRAR AND SHARE M/s. Cameo Corporate Services Limited TRANSFER AGENTS “Subramanian Building”, 5th Floor No.1, Club House Road, Chennai - 600002 Phone - 044 – 2846 0390 (6 lines) Fax – 044 – 2846 0129

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THIRTY SECOND ANNUAL REPORT 2022-23

(in ` Lakhs)

Financial Highlights	As per IND As As per IGAAP
	2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14
Gross Revenue	3070.86 2722.50 2639.61 2911.83 2548.69 2588.33 2528.69 2414.35 2330.04 2253.80
Proft before interest and tax	1931.75 1743.77 1702.13 1553.75 1236.11 1255.59 1230.48 979.78 847.39 864.59
Profts Before Tax	1867.90 1693.62 1630.62 1467.11 1166.29 1233.15 1205.99 979.78 847.39 864.59
Taxation	498.41 432.27 431.93 382.18 325.11 333.25 422.51 335.17 284.69 280.69
Profts After Tax	1369.49 1261.35 1198.69 1084.93 841.18 899.9 783.48 644.61 562.7 583.90
Dividend	80.00 80.00 56.00 48.00 60.00 60.00 56.00 68.00 56.00 56.00
Dividend & Dividend Taxes	80.00 80.00 56.00 48.00 72.33 72.21 67.40 81.84 67.4 65.52
Borrowings	426.34 426.34 426.34 426.34 426.34 426.34 426.34 426.34 426.34 426.34
Networth	12263.20 10973.85 9685.09 8534.49 7521.15 6775.84 5912.49 5300.44 4737.36 4299.21
Earnings per Equity Share	34.24 31.53 29.97 27.12 21.03 22.5 19.59 16.12 14.07 14.60
Dividend on Equity Share	20% 20% 14% 12% 15% 15% 14% 17% 14% 14%
Debt: Equity Ratio	0.03:1 0.04:1 0.04:1 0.04:1 0.06:1 0.06:1 0.07:1 0.08:1 0.08:1 0.1:1
Book Value of the Company	306.58 274.35 242.13 213.36 188.03 169.40 147.81 132.51 118.43 107.48
Return on Networth/Return on Equity in %	10.52 10.77 11.80 12.15 10.22 12.22 12.11 10.62 10.46 12.06
Dividend Payout ratio	0.06:1 0.05:1 0.05:1 0.04:1 0.07:1 0.07:1 0.07:1 0.11:1 0.10:1 0.10:1
Dividend/Net Income - In %	5.84 6.34 4.67 4.42 7.13 6.67 7.15 10.55 9.95 9.59
Return on Capital Employed	14.72 15.29 15.90 16.20 14.29 17.82 19.70 13.67 12.87 14.03
P/E ratio	4.67 5.07 4.00 2.95 5.05 6.67 6.44 4.46 4.69 2.96

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S.No. CONTENTS Page No
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1.	Notice of 32nd AGM, e-voting Instructions	04
2.	Explanatory Statement pursuant to Section 102	20
3.	Board’s Report	26
4.	Annexures to Board’s Report	41
5.	Report on Corporate Governance	59
6.	Code of Conduct	91
7.	PCS Certifcate on Non-Disqualifcation of Directors	93
8.	PCS certifcation on Corporate Governance	95
9.	Independent Auditors’ Report	96
10.	Balance Sheet	112
11.	Statement of Proft and Loss	113
12.	Statement of Changes in Equity	114
13.	Cash Flow Statement	115
14.	Notes to Financial Statements	116
	ASSETS
15.	Note 4 - 9 Non-Current Assets	131
16.	Note 10-14 Current Assets	133
	EQUITY AND LIABILITIES
17.	Note 15 -16 Equity	136
18.	Note 17 -19 Non-current liabilities	139
19.	Note 20 - 24 current liabilities	140
20.	Note 25 Revenue from Operations	143
21.	Note 26 Other Income	143
22.	Note 27 Employee Beneft Expense	143
23.	Note 28 Depreciation and amortisation expense	143
24.	Note 29 Other Expenses	144
25.	Note 30 Finance cost	145
26.	Notes forming part of Financial Statement	146

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THIRTY SECOND ANNUAL REPORT 2022-23

NOTICE TO MEMBERS CONVENING THE THIRTY SECOND ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty Second Annual General Meeting (“AGM”) of the members of Elnet Technologies Limited will be held on Saturday, the 09[th] day of September 2023 at 11.00 A.M. Indian Standard Time (‘IST’) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Financial Statements

To consider to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT the audited financial statements of the Company for the Financial Year ended March 31, 2023, and the Reports of the Board of Directors and the Statutory Auditors thereon be and are hereby received, considered and adopted.”

2. To declare a dividend of Rs. 2.00/- per equity share for the Financial Year ended 31[st] March 2023.

To consider and, if deemed fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT a final dividend of Rs.2/- (Rupees Two Only) per Equity Share of Rs. 10/- (Rupees Ten Only) each fully paid-up of the Company, as recommended by the Board of Directors be and is hereby declared for the Financial Year ended March 31, 2023, and the same be paid out of the profits of the Company.”

3. Re-appointment of Thiru J. Ravi (DIN: 00042953) who retires by rotation as a director.

To consider and, if deemed fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules thereunder (including any Statutory modification(s) or re-enactment thereof for the time being in force), Thiru. J. Ravi (DIN:00042953) who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.”

4. Re-appointment of Thiru. C. Ramachandran (DIN: 00050893) who retires by rotation as a director.

To consider and, if deemed fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules thereunder (including any

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Statutory modification(s) or re-enactment thereof for the time being in force), Thiru. C. Ramachandran (DIN:00050893) who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.

SPECIAL BUSINESS:

5. Appointment of Dr. S. Aneesh Sekhar, IAS., (DIN: 07887010), as Chairman and Non-Executive Director.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152, 160, 161 and other applicable provisions of the Companies Act, 2013 (” Act”) and the Rules made there under including any statutory modification(s) or re-enactments thereof for the time being in force) and pursuant to recommendation of the Nomination and Remuneration Committee and Articles of Association of the Company, Dr. S. Aneesh Sekhar, IAS., (DIN: 07887010), who was appointed as Chairman & Non-Executive Additional Director of the Company by the Board of Directors with effect from May 29, 2023 and who holds office up to the date of this 32nd Annual General Meeting, be and is hereby appointed as a Chairman and Non-Executive Director of the Company not liable to retire by rotation in terms of Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary be and are hereby severally authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”

6. Re-Appointment of Tmt. Unnamalai Thiagarajan (DIN: 00203154), as Managing Director.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule - V of the Companies Act, 2013 and Articles of Association of the Company, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and the Consent of the members of the Company be and is hereby accorded to the re-appointment of Tmt. Unnamalai Thiagarajan (DIN:00203154) as the Managing Director of the Company for a period of 5 years with effect from 30th September, 2023 on the terms and conditions including remuneration as set out in the Explanatory Statement of this resolution annexed

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THIRTY SECOND ANNUAL REPORT 2022-23

to the Notice convening this meeting with liberty to the Board of Directors and/or their committee to alter and vary the terms and conditions including remuneration as it may deem fit, subject to the same not exceeding the limits specified under Section 197 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary be and are hereby severally authorised to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”

By order of the Board of Directors For Elnet Technologies Limited

Sd/-

Ritesh Shivkumar Mishra

Company Secretary M. No. A63025

Place: Chennai Date: August 14, 2023

Registered Office: Elnet Software City, TS 140, Block No.2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113 Phone: +91-44-2254 1793, Fax: +91-44-2254 1955 e-Mail:elnetcity@gmail.com Website: www.elnettechnologies.com CIN: L72300TN1990PLC019459

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IMPORTANT NOTES:

1. The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Item Nos. 3, 4, 5 & 6 of the above Notice is annexed hereto.

2. In view of disruptions caused by COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 5, 2022 (collectively “MCA Circulars”), permitted Companies to conduct Annual General Meeting (AGM) through video conferencing or other audio visual means (VC) till December 31, 2022, subject to compliance with various conditions mentioned therein. Similarly, SEBI vide Circular No. 79 dated May 12, 2020, Circular No. 11 dated January 15, 2021 and Circular No. 62 dated May 13, 2022 granted certain relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till December 31, 2022. Further, MCA vide General Circular No. 10/2022 dated December 28, 2022, extended the option to conduct the AGM through VC till September 30, 2023. Similarly, SEBI vide Circular No. 4 dated January 5, 2023 extended the relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till September 30, 2023 subject to certain conditions, in light of same notice of the AGM along with the Annual Report for the Financial Year 2022-23 are being sent only through electronic mode to all the Members of the Company whose email addresses are registered with the Company and whose names appear in the register of members.

3. In compliance with the MCA Circulars, SEBI Circulars, and applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 32nd AGM of your Company is being convened and conducted through VC/ OAVM.

4. In terms of the MCA Circulars, physical attendance of members has been dispensed with and, therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the 32nd AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the members may be appointed for the purpose of voting through remote e-Voting through Board Resolution/ Power of Attorney/ Authority Letter, etc., for participation in the 32nd AGM through VC/ OAVM facility and e-Voting during the 32nd

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THIRTY SECOND ANNUAL REPORT 2022-23

AGM and since the 32nd AGM is being held through VC/ OAVM facility, the Route Map is not annexed in this Notice.

1. The Register of Members will remain closed from Wednesday, August 30, 2023, to Saturday, September 09, 2023 (both days inclusive) and Tuesday August 29, 2023 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

2. Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in dematerialized form and with the Company in case the shares are held by them in physical form.

3. As per Regulation 40 of the SEBI Listing Regulations, securities of the listed companies can be transferred only in dematerialized form with effect from April 01, 2019, and with effect from January 24, 2022 the request for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository and the transmission or transposition of securities held in physical or dematerialised form shall also be effected only in dematerialised form. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

4. Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, the Company would be transferring the seven years’ unpaid/ unclaimed Dividend with respect to the dividend declared in the Financial Year 2015-16 within 30 days from the cut-off date i.e., 18th July 2023. As per the provisions, the 3 (Three) months’ prior intimation to the eligible shareholders via Newspapers advertisement has given and the same has been updated on the website of the Company www.elnettechnologies.com. Such Members are requested to ensure their claim before it is transferred to the said Fund.

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As on March 31, 2023, following number of dividends remained unclaimed.

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Financial year for Date of Declaration 7 Years from the Unpaid/ Unclaimed|
which dividend of Dividend date of transfer to Dividend Amount
declared Unpaid Dividend as on 31.03.2023
Account (In Rs.)
2015-16 15.06.2016 18.07.2023 3,18,532.50
2016-17 06.07.2017 08.08.2024 2,71,415.40
2017-18 09.08.2018 07.09.2025 2,30,549.00
2018-19 09.08.2019 11.09.2026 2,12,760.00
2019-20 28.09.2020 30.10.2027 1,63,786.60
2020-21 28.07.2021 30.08.2028 2,00,037.66
2021-22 07.09.2022 10.10.2029 2,64,940.00
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9. TDS on Dividend:

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020, and the Company is required to deduct tax at source (TDS) from the dividend paid to the Members at prescribed rates in the Income Tax Act,1961 (‘the IT Act’). In general, to enable compliance with TDS requirements, Members are requested to complete and/ or update their Residential Status, PAN, and Category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company by sending documents by September 04, 2023 (upto 5:00 pm) to enable the Company to determine the appropriate TDS / withholding tax rate applicable, verify the documents and provide exemption. For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

Members having valid PAN 10% or as notified by the Government of India Members not having PAN / valid PAN 20% or as notified by the Government of India

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during Financial Year 2022-23 does not exceed Rs. 5,000/- and also in cases where members provide Form 15G / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower / Nil withholding tax. Registered members may also submit any other document as prescribed under the IT Act to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above.

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THIRTY SECOND ANNUAL REPORT 2022-23

For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable sections of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable. However, as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the member if they are more beneficial to them.

For this purpose, i.e., to avail the benefits under the DTAA, non-resident shareholders will have to provide the following:

• i. Copy of the PAN card allotted by the Indian Income Tax authorities duly attested by the member.

• ii. Copy of Tax Residency Certificate (TRC) for the FY 2023-24 obtained from the revenue authorities of the country of tax residence, duly attested by member.

• iii. Self-declaration in Form 10F.

• iv. Self-declaration by the shareholder of having no permanent establishment in India in accordance with the applicable tax treaty.

• v. Self-declaration of beneficial ownership by the non-resident shareholder.

• vi. Lower withholding Tax certificate, if any, obtained from the Indian Tax Authorities.

• vii. Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by member.

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT Act @ 20% (plus applicable surcharge and cess).

1. Members holding shares in physical form and desirous of making/updating Nomination in respect of their shareholdings in the Company, as permitted under Section 72 of the Companies Act, 2013 and Rules made thereunder, are requested to submit the prescribed Form No. SH-13 and SH-14, as applicable for this purpose to the Company’s Registrar & Transfer Agents, Cameo Corporate Services Ltd. These forms are also available on the Company’s website www.elnettechnologies.com under Investor Relations section. Members holding shares in dematerialised form should make/update their nomination with their Depository Participants.

2. The Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

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1. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

3. Instructions for Shareholders for Remote E-Voting and Joining Meeting through VC/OAVM are as under:

4. Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

5. Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

6. i. The voting period begins on Monday, September 04, 2023,at 9.00 A.M. and ends on Friday, September 08, 2023, at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Tuesday, August 29, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

7. ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

8. iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the DEMAT account holders, by way of

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THIRTY SECOND ANNUAL REPORT 2022-23

a single login credential, through their DEMAT accounts/ websites of Depositories/ Depository Participants. DEMAT account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Votingserviceproviders’ website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

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Type of shareholders	Login Method
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.
	2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.

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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site, after successful authentication wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia. comor contact at toll free no. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 18001020990 and 1800224430

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in

physical mode and non-individual shareholders in demat mode.

v. Login method for e-Voting and joining virtual meetings for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user, follow the steps given below:

4) Next enter the Image Verifcation as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a frst-time user, follow the steps given below:	4) Next enter the Image Verifcation as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a frst-time user, follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company or Registrar and Share Transfer Agent (Contact: 044-40020728, kandhimathi@cameoindia.com).
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld as mentioned in instruction(v).

• vi. After entering these details appropriately, click on “SUBMIT” tab.

• vii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• ix. Click on the EVSN for the relevant on which you choose to vote.

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THIRTY SECOND ANNUAL REPORT 2022-23

• x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xv. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvi. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• xvii. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• i. Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• ii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• iii. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• iv. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• v. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• vi. Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of

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the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; elnetcity@gmail.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

1. Process for those shareholders whose email address are not registered with the depositories for obtaining login credentials for E-voting for the resolutions proposed in this Notice:

2. i. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhaar Card) by email to kandhimathi@cameoindia.com(RTA)

3. ii. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP).

4. iii. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

5. Instructions for shareholders attending the AGM through VC/OAVM are as under:

6. i. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

7. ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

8. iii. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

9. iv. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

10. v. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

11. vi. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least6 days prior to meeting mentioning their name, demat account number / folio number, email id, mobile number at elnetcity@gmail.com (company); kandhimathi@cameoindia.com (RTA).

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THIRTY SECOND ANNUAL REPORT 2022-23

• vii. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 6 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at elnetcity@gmail.com (company); kandhimathi@cameoindia.com(RTA). These queries will be replied to by the company suitably by elnetcity@gmail.com (Company’s Email).

• viii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting

• Instructions for Shareholders for E-Voting During the AGM are as under: -

• i. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

• ii. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

• iii. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

• iv. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

In case you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Thiru. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800225533

1. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date (record date) of Tuesday, August 29, 2023.

2. Dividend on equity shares, if declared at the Meeting, will be credited/dispatched within the timeline specified in the respective rules to those members whose name appears in the Company Register of Members as on cut-off date Tuesday, August 29, 2023.

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1. The Board of Directors has appointed M/s. BP & Associates, Practicing Company Secretaries, New No.443 & 445, 5thFloor, Annexe 1, Guna Complex, Anna Salai, Teynampet, Chennai-600018 as the Scrutinizer (Entity Id: 83104) for conducting the e-voting process in a fair and transparent manner.

2. The Scrutiniser shall after the conclusion of voting during the general meeting, will first count the votes cast during the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

3. The Statutory Registers and documents in accordance with the Companies Act, 2013 will be available for inspection in electronic mode.

4. The Results shall be declared by the Chairman, or any person authorized by him in this regard on or before September 11, 2023. The result along with the Scrutiniser’s Report shall also be placed on the website of the Company www.elnettechnologies.com and on the website of the CDSL i.e., www.evotingindia.com and Stock exchange i.e., www. bseindisa.com

By order of the Board of Directors For Elnet Technologies Limited Sd/-

Ritesh Shivkumar Mishra Company Secretary M. No. A63025

Place: Chennai Date: August 14, 2023

: Registered Office

Elnet Software City, TS 140, Block No.2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113 Phone: +91-44-2254 1793, Fax: +91-44-2254 1955 e-Mail:elnetcity@gmail.com Website: www.elnettechnologies.com CIN: L72300TN1990PLC019459

19

THIRTY SECOND ANNUAL REPORT 2022-23

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Annexure to the Notice of 32[nd] Annual General Meeting scheduled to be held on Saturday, the 09[th] day of September 2023 at 11.00 A.M. IST through VC/OAVM facility

Item No: 3 & 4:

Details of Directors seeking Appointment/Re-appointment at the 32[nd] Annual General Meeting Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meeting (SS-2) issued by The Institute of Company Secretaries of India (ICSI)are given below:

Name of Director	Thiru. C. Ramachandran IAS (Retd.)	Thiru. J. Ravi
DIN	00050893	00042953
Date of Birth &Age	15.05.1938 & 85 years	03.10.1954 & 68 years
Nationality	Indian	Indian
Qualifcation	B.Sc. (Hons)., MA	B. Tech - Chemical Engineering
A Brief resume of the Director	Thiru. C. Ramachandran IAS (Retd.), is a retired Indian Administrative Ofcer. He served the Government in various responsibilities, worked in public sector companies and retired as Principal Secretary, Industries Dept., He has expertise in the area of Corporate Management of our Company.	Thiru. J. Ravi, is B. Tech - Chemical Engineering. He has 35 years of experience in International Trading.
Experience and Expertise in specifc functional areas	He is specialised in the area of Corporate Management.	Experience in International Trading.
Date of Appointment at current designation/ Date of frst appointment on the Board	08.08.2003	30.09.2003
Terms of Appointment / Re- appointment	Liable to retire by rotation and sought reappointment.	Liable to retire by rotation and sought reappointment.

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Name of Director	Thiru. C. Ramachandran IAS (Retd.)	Thiru. J. Ravi
Remuneration sought to be paid	NIL	NIL
Remuneration last drawn for the FY 2022-23	Rs.1.82 lacs sitting fees paid for the Meetings attended during the Financial Year 2022-23. Other than sitting fees no remuneration was paid.	Rs.0.91 lacs sitting fees paid for the Meetings attended during the Financial Year 2022-23. Other than sitting fees no remuneration was paid.
Shareholding in this company	NIL	NIL
Disclosure of relationships between directors inter-se	Relationship with directors, Manager & KMP - NIL	Relationship with directors, Manager & KMP - NIL
No of Board Meetings held and attended during the Financial Year 22-23.	5/5	5/5
Name(s) of other entities in which holding of directorship	1. Dewa Properties Limited 2. IG3 Infra Limited 3. The Great Indian Linen and Textile Infrastructure Company Private Limited 4. Grand Luxe Hotels limited	NIL
Chairpersonship/ Membership in committees of other Entities	Audit Committee IG3 Infra Limited Stakeholder Relationship Committee NIL	NIL
Names of listed entities from which the person has resigned in the past three years.	NIL	NIL

None of the Directors, Key Managerial Personnel and / or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution except the appointee himself.

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THIRTY SECOND ANNUAL REPORT 2022-23

Item No. 5

Pursuant to recommendation of Nomination and Remuneration Committee and the Articles of Association of the Company, the Board of Directors of the Company at its meeting held on May 29, 2023, approved the appointment of Dr. S. Aneesh Sekhar, IAS., as Non-Executive Additional Director of the Company with effect from May 29, 2023.

Annual Dr. S. Aneesh Sekhar, IAS., is eligible to hold the office up to the date of this 32[nd] General Meeting. An ordinary resolution seeking the approval of shareholders is placed in this 32[nd] Annual General Meeting.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

None of the Directors, Key Managerial Personnel and / or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution except the appointee himself.

Item No. 6:

Tmt. Unnamalai Thiagarajan was appointed as the Managing Director of the Company at the 27[th] Annual General Meeting held on 09[th] August 2018 for a fixed term of 5 years w.e.f. 29[th] September 2018 to 29[th] September 2023. The said tenure shall expire on 29[th] September 2023.

The Nomination and Remuneration Committee at its meeting held on 14[th] August 2023 recommended to the Board for re-appointment of Tmt. Unnamalai Thiagarajan as Managing Director for a further period of 5 years.

The Board of Directors of the Company at its meeting held on Monday, 14[th] August 2023 had approved the re-appointment of Tmt. Unnamalai Thiagarajan as Managing Director of the Company for a period of 5 years with effect from 30[th] September 2023 subject to the approval of the members at their 32[nd] Annual General Meeting of the Company without any changes in the existing remuneration of Rs. 14 lacs p.a.

Tmt. Unnamalai Thiagarajan satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for appointment. She is not disqualified from being a Director in terms of Section 164 of the Act.

She provided her consent for such reappointment and has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018, issued by the BSE Limited pertaining to the enforcement of SEBI Orders regarding the appointment of Directors by the listed companies.

In compliance with the provisions of Sections 196 and 197 and other applicable provisions of the Act, read with Schedule V to the Act read with and Regulation 17 of SEBI Listing Regulations, the terms of re-appointment and remuneration of Tmt. Unnamalai Thiagarajan as

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specified above, are now placed before the Members for their approval. The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.

None of the Directors, Key Managerial Personnel and / or their relatives are, in anyway, concerned or interested, financially or otherwise, in the proposed resolution.

Disclosures, as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India, are follows for Item No. 5 & 6.

Name of Director	Dr. Aneesh Sekhar Somasekharannair	Tmt. Unnamalai Thiagarajan
DIN	07887010	00203154
Age	37	63
Nationality	Indian	Indian
Qualifcation	I.A.S & M.B.B.S	B.A. B.L.,
A Brief resume of the Director	Dr. S. Aneesh Sekhar is an Indian Administrative Service Ofcer. He is the Chairman of our Company. He is also a Managing Director of Electronics Corporation of Tamil Nadu Limited and holds directorship in various companies.	Tmt.Unnamalai Thiagarajan is the Managing Director of the Company. She also holds directorship in various companies. She is a Law Graduate and having 25 plus years of experience in Business Management, Legal and Plantation Management.
Experience and Expertise in specifc functional areas	Dr. S. Aneesh Sekhar has served the Government in various capacities and worked in public sector companies.	25 plus years of experience in Business Management, Legal and Plantation Management
Date of frst appointment to the Board	29.05.2023	08.08.2003
Terms of Re-appointment	Appointment as Chairman and Non-Executive Director.	Re-appointed for a period of 5 years with efect from 30th September, 2023
Revised Remuneration sought to bepaid	Not Applicable	Rs. 14,00,000/- p.a.
Remuneration last drawn for the Financial Year 2022-23	Not Applicable	Rs. 14,00,000/- p.a.

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THIRTY SECOND ANNUAL REPORT 2022-23

Name of Director	Dr. Aneesh Sekhar Somasekharannair	Tmt. Unnamalai Thiagarajan
Shareholding in this Company	NIL	500 Equity Shares
Disclosure of relationships between directors inter-se	Relationshipwith directors- NIL	Relationshipwith directors- NIL
	Relationshipwith Manager- NIL	Relationshipwith Manager- NIL
	Relationship with Key Managerial Personnel - NIL	Relationship with Key Managerial Personnel - NIL
No of Board Meetings held and attended during the Financial Year 2022- 23	Not Applicable	5/5
Name(s) of other entities in which holding of Directorship	Electronics Corporation of Tamil Nadu Limited	Magna Foods and Proteins Private Ltd
	Tidel Park Coimbatore Limited	Weavers Harvest (India) Private Limited
	Ravichandra Systems and Computer Services Limited	Total Technology & Solutions Private Limited
	Tamilnadu Arasu Cable T.V. Corporation Public Limited	Totsol Infrastructure Projects Management Private Limited
	Tamilnadu Fibrenet Corporation Limited	Larger Infrastructure Projects Management Private Limited
	Chennai Smart City Limited	Madura Infrastructure Projects Management Private Limited
	DCL Software Limited	Professional Infrastructure Projects Management Private Limited
	Intwel Technologies Limited	IG3 Infra Limited
	Kody Teck Limited	The Great Indian Linen And Textile Infrastructure Company Private Limited

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Name of Director	Dr. Aneesh Sekhar Somasekharannair	Tmt. Unnamalai Thiagarajan
	Tidel Park Limited	Fugo Foods Private Limited
		Stur Power Sector Management Private Limited
		Rukmini Investments Private Limited
		Rukmini Industrial Corpn.Pvt. Ltd.
		Heritage Welfare Foundation
		Chennai One Foundation
Chairpersonship/ Membership in committees of other Entities		Please refer Corporate Governance Report
Names of listed entities from which the person has resigned in the past threeyears.	NIL	NIL

Place: Chennai

Date: August 14, 2023

25

THIRTY SECOND ANNUAL REPORT 2022-23

BOARD’S REPORT

To the Members of Elnet Technologies Limited

Dear Member,

Your directors have great pleasure in presenting the Thirty Second Annual Report together with the Annual Audited financial statements of your Company for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your company is stated hereunder:

( ` In Lakhs)

			(`In Lakhs)
S.	Particulars	2022-23	2021-22
No
1.	Revenue from operations	2460.83	2208.46
2.	Other income	610.03	514.04
3.	Total revenue	3070.86	2722.50
4.	Expenses	1202.96	1028.88
5.	Proft before exceptional items and tax	1867.90	1693.62
6.	Exceptional items	0.00	0.00
7.	Proft before tax	1867.90	1693.62
8.	Tax expense	498.41	432.27
9.	Proft for the period	1369.49	1261.35
10.	Other comprehensive income, net of income tax	-0.14	83.28
11.	Total comprehensive income for the period	1369.36	1344.63
12.	Earnings per share	34.24	31.53

PERFORMANCE OF THE COMPANY

STATE OF THE COMPANY’S AFFAIRS:

During the Financial Year 2022-23, there was no significant change in the business model of the company.

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DIVIDEND

The Board of Directors at their meeting held on Monday, May 29, 2023, is pleased to recommend a dividend of 20% i.e., Rs. 2/- on the Equity Shares of the Company for the Financial Year ended March 31, 2023. 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 Tuesday, August 29, 2023 being the record date.

SHARE CAPITAL

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

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year, the company has not issued any equity shares with differential rights.

ISSUE OF SWEAT EQUITY SHARES

During the Financial Year, the company has not issued any sweat equity shares.

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 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“The Rules”), 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, 2016, 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 March 31, 2016, is July 18, 2023. In compliance with the provision, during the Financial Year 2023-2024, the Company had sent intimation to the eligible shareholders and will also issue advertisement in the newspaper seeking action from the shareholders who have not claimed their dividends for seven consecutive years

27

THIRTY SECOND ANNUAL REPORT 2022-23

or more for the dividend declared during the Financial Year ended March 31, 2016. 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 March 31, 2016, to IEPF authority.

Details of shares/shareholders in respect of which dividend has not been claimed, will be provided on the website of the company www.elnettechnologies.com (Investors/ Compliances/ Unpaid Dividend Data/Year 2023). 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, 2023, forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 05 (Five) times during the Financial Year ended March 31, 2023. i.e., April 11, 2022, August 05, 2022, November 11, 2022, February 13, 2023, and March 30, 2023. 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, 2023, are given in the Corporate Governance report forming part of this Annual Report.

PASSING OF BOARD RESOLUTION BY CIRCULATION

During the Financial Year 2022-23, there were no resolutions passed through circulation.

AUDIT COMMITTEE

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

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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. During the year 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 year under review.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGE IN DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION

APPOINTMENT:

During the Financial Year ended March 31, 2023, 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:

Thiru. Praveen Prabhakaran Nair (DIN: 07923959) was appointed in place of Thiru. Ajay Yadav, IAS., (DIN: 07785020) as Chairman and Non-Executive Additional Director of the company with effect from February 13, 2023.

Thiru. Arulmarianathan Louis John (DIN: 06637866) was appointed in place of Thiru. Praveen Prabhakaran Nair (DIN: 07923959) as Chairman and Non-Executive Additional Director of the company with effect from March 30, 2023, subject to the approval of shareholders of the Company.

After the Financial Year 2022-23, Thiru. Aneesh Sekhar Somasekharannair (DIN: 07887010) was appointed in place of Thiru. Arulmarianathan Louis John (DIN: 06637866) as Chairman and Non-Executive Additional Director of the company with effect from May 29, 2023.

RESIGNATION

The Following Resignations which took place in the Board during the Financial Year 2022-23 due to change in Managing Director of Electronics Corporation of Tamil Nadu Ltd., (ELCOT):

Thiru. Ajay Yadav, IAS., (DIN: 07785020) resigned from the Board of the Company with effect from February 13, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive Director of the Company.

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THIRTY SECOND ANNUAL REPORT 2022-23

Thiru. Praveen Prabhakaran Nair (DIN: 07923959) resigned from the Board of the Company with effect from March 30, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive Additional Director of the Company.

After the Financial Year 2022-23, Thiru. Arulmarianathan Louis John (DIN: 06637866) resigned from the Board of the Company with effect from May 29, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive Additional Director of the Company.

RETIRE BY ROTATION

Pursuant to Section 152(6)(c) of the Companies Act, 2013, Thiru. J. Ravi (DIN:00042953) and Thiru. C. Ramachandran (DIN: 00050893) retired by rotation at the 31st Annual General Meeting of the Company held on Wednesday, September 07, 2023, and being eligible and willing, were re-appointed.

CHANGE IN KEY MANAGERIAL PERSONNEL

Following changes took place in Key Managerial Personnel During the Financial Year ended March 31, 2023.

Tmt. E. Kamakshi has resigned from the post of Chief Financial Officer of the Company due to personal reasons, w.e.f. October 20, 2022.

Tmt. D. Indumathi was appointed as the Chief Financial Officer of the Company w.e.f. February 13, 2023.

Ms. Divya Raj Gupta resigned from the post of Company Secretary and Compliance Officer of the Company due to personal reasons w.e.f. February 13, 2023.

Thiru. Ritesh Shivkumar Mishra was appointed as the Company Secretary and Compliance Officer of the company w.e.f. February 13, 2023.

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 (Investor/Shareholder Communications/ Annual General Meeting / 32nd AGM)

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received declarations from all the Independent Directors on the board of the Company as on the end of Financial Year 2022-23 confirming that they continue to meet

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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

The Company has drawn up a Code of Conduct for the Board of directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company’s website. All the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as of March 31, 2023.

As required under Regulation 34(3) and Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Tmt. Unnamalai Thiagarajan, Managing Director 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.

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THIRTY SECOND ANNUAL REPORT 2022-23

DEMATERIALISATION OF EQUITY SHARES

As on March 31, 2023, 38,85,961 numbers of equity shares are held in Dematerialized form, which constitutes 97.15% of total shareholding. The Company urges its shareholders to dematerialize the remaining physical shares also at the earliest.

ACCEPTANCE OF DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning or end of the 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 Act, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

• a) In 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, 2023, 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 Act 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

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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 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments by the Board.

The Secretarial Audit Report forms part of this Annual Report as annexed in Annexure-V and Its self-explanatory.

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 2022-23.

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THIRTY SECOND ANNUAL REPORT 2022-23

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 2022-23, 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. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard.

REMUNERATION RECEIVED BY MANAGING/ WHOLE TIME DIRECTOR FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:

Tmt. Unnamalai Thiagarajan the Managing Director of the company has received remuneration of Rs. 14,00,000/- during the Financial Year 2022- 2023.

DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

No revision of financial statements or the Board’s Report occurred during the Financial Year.

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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

B. Technology Absorption:

Efforts made towards technology absorption Benefits derived like product improvement, cost reduction, product development or import substitution Expenditure on Research & Development if any Not Applicable Details of technology imported if any Year of import Whether imported technology fully Absorbed Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earning and Outgo:
Particulars	Amount (In Lakhs)
Total Foreign exchange earned	NIL
Total Foreign exchange outgo	NIL

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THIRTY SECOND ANNUAL REPORT 2022-23

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME

The Board has carried out an annual evaluation of its own performance, the directors and also Committees of the Board based on the guideline 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 year on February 13, 2023, to review the performance of the Non-Executive Directors, Chairman of the Company, and performance of the Board as a whole. Details regarding familiarisation 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 year.	There were no observations arising out of board evaluation during the year as the evaluation indicates that the Board has functioned efectively within its powers as enumerated under the Companies Act, 2013 and in consonance with the Articles of Association of the Company.
Previous year’s observations and action taken.	There were no observations during the previous year warrantinganyaction.
Proposed actions based on currentyear 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 http://www.elnettechnologies.com/Document/nomination%20and%20 remuneration%20policy.pdf.

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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 Securities and Exchange Board of India (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 of the Board 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 http://www.elnettechnologies.com/Document/Whistle%20Blower%20Policy.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 year the Company has not identified any element of risk which may threaten the existence of the Company.

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THIRTY SECOND ANNUAL REPORT 2022-23

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 or 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 website of the company www.elnettechnologies.com/investors/compliances/Policy 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.

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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.

COST AUDIT

Provisions relating to cost audits are not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no instances where your Company required the valuation for one-time settlement or while taking the loan from Banks/Financial Institutions.

39

THIRTY SECOND ANNUAL REPORT 2022-23

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2023. 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 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,

S. Aneesh Shekhar Chairman DIN: 07887010

Unnamalai Thiagarajan G. Chellakrishna Managing Director Independent Director DIN: 00203154 DIN: 01036398

Place: Chennai Date: May 29, 2023

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ANNEXURE - I TO BOARD’S REPORT

PARTICULARS OF EMPLOYEES

A Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

• a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year 2022-23:

Name of Directors	Designation	Ratio to median remuneration
Tmt. Unnamalai Thiagarajan	Managing Director	3.19

None of the other Directors received any remuneration from the Company during the Financial Year 2022-23.

• b) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2022-23.

Name	Designation	% Increase in remuneration in Financial Year 2022-23
Tmt. Unnamalai Thiagarajan	Managing Director	NIL
Tmt. E. Kamakshi (Up to October 20, 2023)	Ex-Chief Financial Ofcer	NIL
Ms. Divya Raj Gupta (Up to February 13, 2023)	Ex-Company Secretary	NIL
Tmt. D Indumathi (w.e.f. February 13, 2023)	Chief Financial Ofcer	NIL
Thiru. Ritesh Shivkumar Mishra (w.e.f. February 13, 2023)	Company Secretary	NIL

• c) Percentage increase in the median remuneration of employees in the Financial Year 2022-23: 11.01%

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THIRTY SECOND ANNUAL REPORT 2022-23

• d) The number of permanent employees on the rolls of the company: 11 (excluding MD)

• e) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2022-23 was 10.87%. Percentage increase in managerial remuneration excluding Managing Director for the year was 5.85% and there was no increase in remuneration of the Managing Director. The increase in remuneration is in line with the market trends.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

• f) The key parameters for any variable component of remuneration availed by the directors:

The variable component of remuneration availed by Executive directors is based on the percentage of net profits as per Section 198 of the Companies Act, 2013 as approved by the Shareholders.

g) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors,

S. Aneesh Shekhar Chairman DIN: 07887010

Unnamalai Thiagarajan G. Chellakrishna Managing Director Independent Director DIN: 00203154 DIN: 01036398

Place: Chennai Date: May 29, 2023

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ANNEXURE - II TO BOARD’S REPORT

FORM NO. AOC 2

Form for disclosure of particulars of contracts/arrangements entered by the company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain Arm’s Length Transactions under third proviso thereto.

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not on an Arm’s Length basis: NIL

2. Details of material contracts or arrangements or transactions on an Arm’s Length Basis.

Basis.
S. No.	Particulars	Details
a)	Name (s) of the related party	Electronic Corporation of Tamil Nadu Ltd(ELCOT)
b)	Nature of Relationship	Joint Venture company holding 26% of Equitycapital in the company
c)	Nature of contracts/ arrangements/ transactions	Leasing of land (Lease taken)
d)	Duration of the contracts/ arrangements/transactions	90 Years
e)	Salient terms of the contracts or arrangements or transactions includingthe value, if any	Leasing of land for 90 Years with efect from 14.01.99
f)	Amountpaid	Rs. 11,03,25,257/-

Notes: During the financial year, the Company has not entered 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.

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.

.

For and on behalf of the Board of Directors,

S. Aneesh Shekhar Unnamalai Thiagarajan G. Chellakrishna Chairman Managing Director Independent Director DIN: 07887010 DIN: 00203154 DIN: 01036398

Place: Chennai Date: May 29, 2023

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THIRTY SECOND ANNUAL REPORT 2022-23

ANNEXURE - III TO BOARD’S REPORT

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline of the CSR Policy of the Company.

As per the Companies Act, 2013, Elnet Technologies Limited has a policy on Corporate Social Responsibility (hereinafter referred as CSR) which requires the company to spend at least 2% of average net profits of the immediately preceding 3 Financial Years on “CSR” activities. CSR involves incurring costs that do not provide an immediate financial benefit to the Company, but instead promotes positive social and environmental change. In line with the above, Elnet’s CSR policy is designed keeping in mind the vision, mission, socio economic environment and capacities of the company. The policy on CSR can be viewed on the website www.elnettechnologies.com

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Thiru. J. Ravi	Chairman (Non-Executive Director)	1	1
2.	Thiru. H. Karthik Seshadri	Member (Non-Executive Independent Director)	1	1
3.	Thiru. N. Srivathsa Desikan	Member (Non-Executive Director)	1	1

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

Composition of CSR committee	h t t p : / / w w w . e l n e t t e c h n o l o g i e s . c o m / D o c u m e n t / Composition%20of%20Board%20and%20Committees-2021. pdf
CSR Policy	http://www.elnettechnologies.com/Document/CSR%20Policy. pdf
CSR projects approved by the board	http://www.elnettechnologies.com/Document/CSR%20Policy. pdf

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4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report)- Not Applicable for the Financial Year 2022-23.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl. No.	Sl. No.	Financial Year	Amount available for set-of from preceding Financial Years (Rs. in Lakhs)	Amount required to be set-of for the Financial Year, if any (Rs. in Lakhs)	Amount required to be set-of for the Financial Year, if any (Rs. in Lakhs)
1		2022-23	0.10	0.00
Average net proft of the company as per section 135(5). - Rs. 1597.12 Lakhs
(a)	Two percent of average net proft of the company as per section 135(5)				Rs. 31.94 Lakhs
(b)	Surplus arising out of the CSR projects or programs or activities of the previous fnancial years.				NIL
(c)	Amount required to be set of for the fnancial year, if any				NIL
(d)	Total CSR obligation for the fnancial year (7a+7b-7c).				Rs. 31.94 Lakhs

6. Average net profit of the company as per section 135(5). - Rs. 1597.12 Lakhs

7.

8. (a) CSR amount spent or unspent for the financial year:

|Total
Amount
Spent
for the
Financial
Year
(in Rs.)|Amount Unspent (in**)**|**Amount Unspent (in**)|Amount Unspent (in**)**|**Amount Unspent (in**)|Amount Unspent (in`)|
|---|---|---|---|---|---|
||Total Amount transferred
to Unspent CSR Account
as per section 135(6)||Amount transferred to any fund
specifed under Schedule VII as per
second proviso to section 135(5)|||
||Amount|Date of
transfer|Name of the
Fund|Amount|Date of
transfer|
|-|31.94 Lacs|15/04/2023|-|||

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THIRTY SECOND ANNUAL REPORT 2022-23

	(b) Details of CSR amount spent against ongoing projects for the fnancial year:	(11)	Mode of Implementation - Through Implementing Agency	CSR registration number	CSR00050860	CSR00001373	CSR00007235		(c) Details of CSR amount spent against other than ongoing projects for the fnancial year:	(8)	Mode of Implementation - Through Implementing Agency	CSR registration number#	-			Nil	Nil	Nil
				Name	Action of Rural Improvement	The Spastics Society of Tamilnadu	Cancer Institute WIA					Name	-
										(7)	Mode of implementa- tion - Direct	(Yes/No)	-
		(10)	Mode of Implementa- tion - Direct	(Yes / No)	No	No	No
										(6)	Amount spent For the	project (`In lacs)	-
		(9)	Amount transferred to Unspent CSR	Account for the project as per Section 135(6) (Rs. In Lakhs) Name CSR Reg. No.												Amount spent in Administrative Overheads	Amount spent on Impact Assessment, if applicable	Total amount spent for the Financial Year (8b+8c+8d+8e)
					10.00	10.00	11.94	31.94
										(5)	Location of the project	District	-	TOTAL
		(8)	Amount spent in the	current fnancial Year (in`)	-	-	-
												State	-
		(7)	Amount allocated for the	project (in`)	10.00	10.00	11.94	31.94
		(6)	Project duration		2 Years	2 Years	2 Years	TOTAL
										(4)	Local area (Yes/No)		-
		(5)	Location of the project	District	Dindigul	Chennai	Chennai			(3)	Item from the list of activities in Schedule VII	to the Act	-
				State	TN	TN	TN
		(4)	Local area (Yes/No)		Yes	Yes	Yes
										(2)	Name of the Project		-
		(3)	Item from the list of	activities in Schedule VII to the Act	Education	Education	Health
		(2)	Name of the Project		Education	Education	Health
										(1)	Sl. No.		-			(d)	(e)	(f)
		(1)	Sl. No.		1	2	3

46

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(g) Excess amount for set off, if any

Sl. No.	Particular	Amount (`in Lakhs)
(i)	Two percent of average net proft of the company as per section 135(5)	31.94
(ii)	Total amount spent for the Financial Year	-
(iii)	Excess amount spent for the fnancialyear[(ii)-(i)]	-
(iv)	Surplus arising out of the CSR projects or programmes or activities of theprevious fnancialyears, if any	0.07
(v)	Amount available for set of in succeeding Financial Years. [(iii)-(iv)]	-

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (In Rs.)	Amount spent in the reporting Financial Year (In Rs.)	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any	Amount remaining to be spent in succeeding fnancial years (in Rs.)
				Name of the Fund	Amount (in`)	Date of Transfer
				NIL

(b) Details of CSR amount spent in the Financial Year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No.	Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in**)**|**Amount spent**<br>**on the project**<br>**in the**<br>**reporting**<br>**Financial**<br>**Year**<br>**(in**)	Cumulative amount spent at the end of reporting Financial Year (in`)	Status of the project - Completed / Ongoing
NIL

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THIRTY SECOND ANNUAL REPORT 2022-23

10. In the case of creation or acquisition of capital assets, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (assetwise details).

wise details).
(a)Date of creation or acquisition of the capital asset(s)	NONE
(b) Amount of CSR spent for creation or acquisition of capital asset	NIL
(c) Details of the entity or public authority or benefciary under whose name such capital asset is registered, their address etc.	NOT APPLICABLE
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)	NOT APPLICABLE

11. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per section 135(5):

The Company is executing certain Ongoing Projects. Due to such Ongoing projects and plan of spending funds in more than one year, the Company was not able to spend two percent of the average net profit as per section 135(5) in the current financial year. In respect of Unspent CSR funds, the Company has deposited the balance amount in a separate Bank account.

For and on behalf of the Board of Directors,

Unnamalai Thiagarajan Janakiraman Ravi Managing Director Chairman: CSR Committee DIN: 00203154 DIN: 00042953

Place: Chennai Date: May 29, 2023

48

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ANNEXURE - IV TO BOARD’S REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS AND OUTLOOK

Your company is engaged in developing and maintaining an integrated software technology park and Business Process Outsourcing Industries. The growth and progress of the company depends directly on the prospects of Software and BPO Industry. In the opinion of the Board, the growth in the Software and BPO Industry is fairly good and the demand for space is expected to remain at the same level.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The consistent growth in the Software and BPO sector and turn around in Software and BPO industry are an opportunity while creation of large-scale commercial space which may create pressure on the rate per sq. ft. as well as occupancy are certain areas of concern.

SEGMENTWISE / PRODUCTWISE PERFORMANCE

The Company has only one reportable segment in accordance with IND AS 108 as “Operating Segments”. Hence, Segment wise / product wise performance is not applicable to your company.

INTERNAL CONTROL SYSTEM AND 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 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 there by 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.

Your Company’s internal control system is well defined and is commensurate with the size and nature of the business. The operations are subject to a detailed internal audit and the company implements the remedial measures suggested by the internal auditors.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength. The Company has on its Roll fourteen employees (excluding Managing Director) and the rest of the operations are carried through outsourcing.

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THIRTY SECOND ANNUAL REPORT 2022-23

FINANCIAL PERFORMANCE WITH REFERENCE TO OPERATIONAL PERFORMANCE

The financial performance with reference to the operation of the company is detailed in the Board’s Report (please refer Page No. 26)- Board Report Financial Highlights

The comparison for the past ten years standalone financial highlights is provided in the annual report (Refer Page No. 2).

TRENDS ON FINANCIAL AND OPERATIONAL PERFORMANCE

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GROSS REVENUE AND PBTA ( ` Lakh)
----- End of picture text -----

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----- Start of picture text -----

3500 –
3070.86
3000 –
2722.50
2639.61
2500 –
1867.90
2000 –
1693.62 1630.62 Gross
Revenue
1500 –
1000 – Profit
Before Tax
500 –
2022-23 2021-22 2020-21
0 –
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GROSS REVENUE AND PAT ( ` Lakh)

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4000 –
3070.86
3000 –
2722.50
2639.61
2000 –
Gross
Revenue
1369.49
1261.35 1198.69
1000 –
Profit
Before Tax
0 –
2022-23 2021-22 2020-21
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DIVIDEND PAYOUT RATIO (in %)

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90.00 –
80.00 80.00
80.00 –
70.00 – 2022-23
60.00 – 2021-22
56.00
50.00 – 2020-21
40.00 –
30.00 –
4.42 [7.13]
20.00 –
10.00 – 5.84 6.34 4.67
0.00 –
Dividend in Lakh
Dividend Payout Ratio in %
Lakh)
`
Dividend (in
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Financials
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THIRTY SECOND ANNUAL REPORT 2022-23

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----- Start of picture text -----

PRICE EARNING RATIO (in Times)
2020-21 2021-22 2022-23
4.00
5.07
P/E ratio
4.67
0 1 2 3 4 5 6
RETURN ON
NETWORTH in %
11.80
2020-21
10.52
2019-20
2018-19
10.77
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RETURN ON CAPITAL EMPLOYED (in %) & P/E RATIO IN TIMES

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DISCLOSURE OF ACCOUNTING TREATMENT:

Other information as required in this Management Discussion and Analysis Report has been included in the financial statements and forms part of this Annual report.

DISCLAIMER

The above statements are as perceived by the directors based on the current scenario and the input available. Any extraneous developments and force majeure conditions may have an impact on the above perceptions.

For and on behalf of the Board of Directors,

S. Aneesh Shekhar

Chairman

DIN: 07887010

G. Chellakrishna Independent Director

Unnamalai Thiagarajan G. Chellakrishna Managing Director Independent Director DIN: 00203154 DIN: 01036398

Place: Chennai Date: May 29, 2023

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THIRTY SECOND ANNUAL REPORT 2022-23

ANNEXURE - V TO BOARD’S REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To.

The Members,

Elnet Technologies Limited,

TS 140, Block 2 & 9, Taramani,

Rajiv Gandhi Salai, Chennai 600113, Tamil Nadu.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ELNET TECHNOLOGIES LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Elnet Technologies Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has during the audit period covering the financial year ended on 31st March, 2023 generally complied with the statutory provisions listed hereunder and also that the company has proper board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Elnet Technologies Limited for the financial year ended on 31stMarch,2023 according to the applicable provisions of:

• i. The Companies Act, 2013 (the Act) and the rules made thereunder;

• ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

• iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

54

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• v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

• a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• c. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

• d. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

• e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• f. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

• vi. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

• vii. Other laws applicable to the Company as per the representations made by the Management;

With respect to Fiscal laws such as Income Tax and Goods and Service Tax we have reviewed the systems and mechanisms established by the Company for ensuring compliances under various acts and based on the information and explanation provided to us by the management and officers of the company and also on verification of compliance reports taken on record by the Board of Directors of the Company, we report that adequate systems are in place to monitor and ensure compliance of fiscal laws as mentioned above.

We have also examined compliance with the applicable clauses of the following:

• i. Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, issued by The Institute of Company Secretaries of India have been generally complied with.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above;

Further, due to the migration of the Ministry of Corporate Affairs (MCA) portal from V2 toV3 Version, the Company has filed certain forms with MCA beyond the prescribed Period and the Company has taken the required steps to keep the Policies up-to-date with the latest regulations/circulars/guidelines.

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THIRTY SECOND ANNUAL REPORT 2022-23

During the period under review there were no events that required specific compliance of the provisions of

• i. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• ii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

• iii. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;

We further report that

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice has been given to all directors to schedule the board meetings, agenda and detailed notes on the agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Were port that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the following significant events have taken place:

i. Appointment/Resignation of the Directors:

S. No	Name of the Director	Designation	Appointment/ Resignation	Date of Event
1	Mr. Ajay Yadav (DIN: 07785020)	Chairperson and Non-Executive Director	Resignation	13-02-2023
2	Mr. Praveen Prabhakaran Nair (DIN: 07923959)	Chairperson and Non-Executive Additional Director	Appointment	13-02-2023
			Resignation	30-03-2023
3	Mr. Arulmarianathan John Louis (DIN: 06637866)	Chairperson and Non-Executive Additional Director	Appointment	30-03-2023

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ii. Appointment/Resignation of Key Managerial Personnel (KMP):

S. No	Name of the Director	Designation	Appointment/ Resignation	Date of Event
1.	Mrs. E. Kamakshi	Chief Financial Ofcer	Resignation	20-10-2022
2.	Ms. Divya Raj Gupta	Company Secretary and Compliance Ofcer	Resignation	13-02-2023
3.	Mr. Ritesh Shivkumar Mishra	Company Secretary and Compliance Ofcer	Appointment	13-02-2023
4.	Mrs. D. Indumathi	Chief Financial Ofcer	Appointment	13-02-2023

For BP & Associates Company Secretaries Peer Review No:P2015TN040200

C. Prabhakar

Date: 29[th] May, 2023 Place: Chennai

Partner M No: F11722 CP No: 11033 UDIN: F011722E000382609

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THIRTY SECOND ANNUAL REPORT 2022-23

‘ANNEXURE A’

To

The Members,

Elnet Technologies Limited,

TS 140, Block 2 & 9, Taramani, Rajiv Gandhi Salai, Chennai-600113, Tamil Nadu.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Account of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For BP & Associates Company Secretaries Peer Review No:P2015TN040200

C. Prabhakar

Partner

Date: 29[th] May, 2023 Place: Chennai

M No: F11722 CP No: 11033

58

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REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [“Listing Regulations”] as amended.

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company believes in ensuring corporate fairness, transparency, professionalism, accountability, and propriety in total functioning of the Company, which are pre-requisites for attaining sustainable growth in this competitive corporate world. Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. The Company would constantly endeavour to improve on these aspects.

The Company’s policies, practices and philosophy adopted since inception are in line with sound Corporate Governance norms. These policies and practices are reviewed periodically to ensure its effective compliance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally.

2. BOARD OF DIRECTORS

• i The Board of Directors (the Board), which consists of eminent persons with considerable professional expertise and experience, provides leadership and guidance to the management, thereby enhancing stakeholders’ value.

As on March 31, 2023, the Board of Directors of the Company (“Board”) had an optimum number of Executive, Non-Executive Directors and Non-Executive Independent Directors and is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The day-to-day management of the company is carried by Tmt. Unnamalai Thiagarajan, Managing Director and Woman Director of the company.

All independent directors possess the requisite qualifications and are very experienced in their own fields. Pursuant to provisions of Companies Act, 2013 and Articles of Association of the Company all the Directors except the Chairman, Managing Director, and Independent Directors are eligible to retire by rotation. Annual disclosures have been obtained from all the directors regarding their directorship as of March 31, 2023, and the same has been taken on record by the Board.

ii. None of the Directors on the Board:

• a) holds directorships in more than ten public Companies;

• b) Serves as Director or as independent directors in more than seven listed Companies as required under Regulation 25 (1) of Listing Regulations;

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THIRTY SECOND ANNUAL REPORT 2022-23

• c) who are the Executive Directors serves as independent directors in more than three listed entities; and

• d) is a member of more than 10 committees or chairman of more than 5 committees across all the Companies in which he / she is a director as required under Regulation 26 (1) of Listing Regulations.

• iii) Independent Directors are Non-Executive Directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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----- Start of picture text -----

S. Name of Director DIN Position Category No. of Directorships & Committee Directorship Category of
No. Membership in Unlisted Public in other Listed Directorship
Companies (Excluding Elnet) entity
Board Committee
Director Chairman Member Chairman
----- End of picture text -----*

S. No.	Name of Director	DIN	Position	Category	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	Directorship in other Listed entity	Category of Directorship
					Board**		Committee***
					**Director **	**Chairman **	Member	Chairman
1	*Thiru. A. John Louis IAS., (w.e.f. March 30, 2023)	06637866	Chairman	NE-NID	1	0	0	0	-	-
2	Tmt. Unnamalai Thiagarajan	00203154	Managing Director	ED & WD	1	0	0	0	-	-
3	Thiru. C. Ramachandran, IAS (Retd)	00050893	Director	NE-NID	3	0	1	0	-	-
4	Thiru. J. Ravi	00042953	Director	NE-NID	0	0	0	0	-	-
5	Thiru. S. Kirubanandan	08952166	Director	NE-NID	1	0	0	0	-	-
6	Thiru. N. Srivathsa Desikan	08205725	Director	NE-NID	5	0	0	0	-	-
7	Thiru. G. Chellakrishna	01036398	Independent Director	NE-ID	1	0	0	0	Manali Pet- rochemicals Limited	NE-ID

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----- Start of picture text -----

S. Name of Director DIN Position Category No. of Directorships & Committee Directorship Category of
No. Membership in Unlisted Public in other Listed Directorship
Companies (Excluding Elnet) entity
Board Committee
Director Chairman Member Chairman
----- End of picture text -----*

S. No.	Name of Director	DIN	Position	Category	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	No. of Directorships & Committee Membership in Unlisted Public Companies (Excluding Elnet)	Directorship in other Listed entity	Category of Directorship
					Board**		Committee***
					**Director **	**Chairman **	Member	Chairman
8	Thiru. R. Ganapathi	00103623	Independent Director	NE-ID	2	0	2	0	Orient Green Power Company Limited Trigyn Technologies Limited	NE-ID NE-NID
9	Thiru. H. Karthik Seshadri	00203319	Independent Director	NE-ID	0	0	0	0	-	-
10	Thiru. G. Senrayaperumal	01458026	Independent Director	NE-ID	0	0	0	0	-	-
11	Thiru. K. Kasim, Retd., IPS	02959356	Independent Director	NE-ID	1	0	0	0	-	-
12	Thiru. A.P Radhakrishnan	03642690	Independent Director	NE-ID	3	0	1	1	-	-
13	*Thiru. Ajay Yadav IAS., (Up to February 13, 2023)	07785020	Director	NE-NID	0	0	0	0	-	-
14	*Thiru. Praveen P Nair (From February 13, 2023, to March 30, 2023)	07923959	Director	NE-NID	0	0	0	0	-	-

* Thiru. A. John Louis IAS, (DIN: 06637866) was appointed as the Chairman and Non-Executive Additional Director of the company with effect from March 30, 2023, in place of Thiru. Praveen P Nair, IAS., (DIN: 07923959). Thiru. Praveen P Nair, IAS., resigned from the Board w.e.f. March 30, 2023.

Thiru. Praveen P Nair IAS (DIN: 07923959) was appointed as the Chairman and Non-Executive Additional Director of the company with effect from February 13, 2023, in place of Thiru. Ajay Yadav, IAS., (DIN: 07785020). Thiru. Ajay Yadav, IAS., resigned from the Board w.e.f. February 13, 2023.

• ** Excludes directorship in Foreign Companies, Private Companies, and Section 8 Companies.

• *** Represents memberships of Audit and Stakeholders Relationship Committees in Public Limited Companies & Private Limited Companies which are subsidiaries of Public Limited Companies.

Independent Directors are appointed for a specific term based on the recommendations of the NRC by the Board and the members at their respective meetings. Non independent Directors are appointed as per the provisions of the Act and Listing Regulations.

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THIRTY SECOND ANNUAL REPORT 2022-23

a) Board composition and category of Directors

The strength of the Board as on March 31, 2023, was twelve directors, consisting of one Non-Executive Non- Independent Chairman, a Managing Director who is an Executive and woman director, four Non-Independent Directors and six Independent Directors. The composition of the Board is in conformity with the Act and Listing Regulations.

The Composition and category of the Board, the number of directorships, membership and chairmanship held by each Director on the Board/ Committees of the Board of other Companies as on March 31, 2023, were as under:

The Composition of the Board of Directors and category of them as on March 31, 2023, are as follows:

Non-Executive Non-Independent Director (“NE-NID”), Non- Executive Independent Director (“NE-ID”), Executive Director (“ED”) and Women Director (“WD”):

b) Attendance of Directors at Board meetings and last Annual General Meeting (AGM)

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S. Name of the Director No. of Board No. of Attendance at
No. Meetings Board the last AGM
held during Meetings (September 07,
their tenure attended 2022)
----- End of picture text -----

S. No.	Name of the Director	No. of Board Meetings held during their tenure	No. of Board Meetings attended	Attendance at the last AGM (September 07, 2022)
1	Thiru. A John Louis Yadav, IAS. (w.e.f. March 30, 2023)	1	0	Not Applicable
2	Tmt. Unnamalai Thiagarajan	5	5	Present
3	Thiru. C. Ramachandran, IAS,(Retd)	5	5	Present
4	Thiru. J. Ravi	5	5	Present
5	Thiru. N. Srivathsa Desikan	5	4	Present
6	Thiru. S. Kirubanandan	5	3	Present
7	Thiru. R. Ganapathi	5	5	Present
8	Thiru. H. Karthik Seshadri	5	2	Present
9	Thiru. G. Senrayaperumal	5	5	Present
10	Thiru. K. Kasim, IPS(Retd)	5	3	Present
11	Thiru. G. Chellakrishna	5	4	Present
12	Thiru. A. P Radhakrishnan	5	5	Present
13	Thiru. Ajay Yadav, IAS., (Upto February13, 2023)	4	3	Present
14	Thiru. Praveen P Nair, IAS., (Upto March 30, 2023)	2	1	Not Applicable

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c) Number and Dates of meetings of Board of Directors held

During the Financial Year ended March 31, 2023, 5 (Five) board meetings were held i.e., April 11, 2022, August 05, 2022, November 11, 2022, February 13, 2023, and March 30, 2023. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

The date and timings of Board/Committee Meetings are pre-scheduled based on their availability confirmation circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The company places before the Board all those details as required under the SEBI (LODR), Regulations, 2015. The dates for the board meetings are fixed after taking into account the convenience of all the directors and sufficient notice is given to them. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. All the information required for decision making are incorporated in the agenda. Those which are not included in the agenda are tabled at the meeting. The board takes on record the actions taken by the company on all its decisions periodically. The Board also takes on record the compliances made by the company secretary and the chief financial officer of all laws on a quarterly basis.

Board Support

The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Company Secretary is also responsible for preparation of the agenda and convening of the Board and Committee meetings. The Company Secretary attends all the meetings of the Board and its Committees, in the capacity of Secretary of the Committees, assures the Board follows the Compliance and Governance principles and ensures appropriate recording of minutes of the meetings.

d) Disclosure of relationship between the Directors inter-se

None of the Board of Directors is related to each other.

e) Details of shares and convertible instruments held by Non- Executive Directors

None of the Non-Executive directors hold any equity shares in the Company as on the Financial Year ended March 31, 2023, and the Company has not issued any convertible instruments.

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f) Familiarization Programmers of Independent Director

The Independent directors are provided with necessary documents, reports, internal policies, documents, and brochures enabling them to familiarize with the Company’s systems, procedures, and practices. During every meeting of the Board and committees, periodical presentations are made on the business updates, strategies, performances, and related risks involved. The details of such familiarization programmes for the Independent Directors are posted on the website of the Company www.elnettechnologies.com.

• g) A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board and the names of directors who have such skills / expertise / competence.

The Board of Directors of our company comprises professional members who bring in the required skills, competence, and expertise in the field of Financial Management, Corporate Management, Leadership, Engineering (Projects) and legal that allows them to make effective contributions to the Board and its committees. The Board members are committed to ensuring that the Board of Directors is in compliance with the highest standards of corporate governance.

While evaluating the Board as a whole, it was ensured that the existing board members have relevant core skills/expertise /competencies as required in the context of its business and sector(s) to function effectively.

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Skills Description
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Skills	Description
Financial Management	Practical knowledge and experience in Corporate Finance, accounting and reporting and internal fnancial controls, including strong ability to asses fnancial impact of decision making and ensureproftable and sustainablegrowth.
Corporate Management and Governance	Board level experience in reputed organizations, with strong understanding of and experience in directing the management in the best interests of the Company and its stakeholders and in upholdinghigh standards ofgovernance.
Leadership	Experience of playing leadership roles in large businesses, with competencies around strategy development & implementation, sales & marketing, business administration/Operations and Organizations andpeople management.
Engineering	Executive knowledge in the feld of businessprocess.

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Regulatory and Legal	Strong expertise and experience in corporate law and regulatory compliance in India and overseas (including industry specifc laws).

Professional Background & Skills / expertise / competency of Directors:

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Name of the Directors Brief description about the Directors
Thiru. A John Louis, IAS., Thiru. A John Louis is an Indian Administrative Service Officer. He
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Name of the Directors	Brief description about the Directors
Thiru. A John Louis, IAS.,	Thiru. A John Louis is an Indian Administrative Service Ofcer. He
(w.e.f. March 30, 2023)	is the Chairman of our Company. He is also a Managing Director of Electronics Corporation of Tamil Nadu Limited and holds directorshipin various companies.
Tmt. Unnamalai Thiagarajan	Tmt. Unnamalai Thiagarajan is the Managing Director of the Company. She also holds directorship in various companies. She is a Law Graduate and having 25 plus years of experience in Business Management, Legal and Plantation Management.
Thiru. C. Ramachandran, IAS, (Retd)	Thiru. C. Ramachandran IAS (Retd.) is a retired Indian Administrative Ofcer. He served the Government in various responsibilities, worked in public sector companies and retired as Principal Secretary, Industries Dept., He has expertise in the area of Corporate Management of our Company.
Thiru. J. Ravi	Thiru. J. Ravi is B. Tech - Chemical Engineering. He has 35 years of experience in International Trading.
Thiru. G. Chellakrishna	Thiru. G. Chellakrishna is an Independent Director of the Company. He is a Chartered Accountant and practicing over 2 decades. He is the Chairman of the Audit committee of our Company. He has vast experience in fnancial management, Corporate Finance, business administration, regulatoryandgovernance matters.
Thiru. R. Ganapathi	Thiru. R. Ganapathi is an Independent Director of the Company. He is graduated in Bachelor of Technology- (Mechanical Engineering - IIT). He is expert in Engineering-Management, IT Training, Construction and Heavymachinerytrading.
Thiru. H. Karthik Seshadri	Thiru. H. Karthik Seshadri is an Independent Director of the Company. He is graduated in Law [LLB (Hons)]. He has extensive practice over the past 20 years with emphasis on commercial and corporate litigations, Mergers & Acquisitions, as also other non-litigation transactional work. Credited with arguing a number of cases before the High Court of Madras and other Tribunal, Customs, Excise & Service Tax Appellate Tribunal, Securities Appellate Tribunal, Mumbai and having a number of these cases reported in manylawjournals.

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Name of the Directors Brief description about the Directors
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Name of the Directors	Brief description about the Directors
Thiru. A. P Radhakrishnan	Thiru. A. P Radhakrishnan is an Independent Director of the Company. He graduated in Bachelor of Engineering (CIVIL) and Master of Business administration. He has 41 Years of experience in Civil engineering projects. He is Expert in project planning, training, advising, execution, Monitoring and Control, and Administration etc.,
Thiru. G. Senrayaperumal	Thiru. G. Senrayaperumal is an Independent Director of the Company. He is graduated in commerce. He had 23 years of service in CBCID, The State’s leading Investigating Agency of Tamil Nadu Government. During his tenure in crime Branch, handled number of important cases. He worked as a liaison ofcer All India Police Duty Meets held in Srinagar, Delhi, Shimla, Ahmedabad, Bangalore, Chennai, etc. He has served in various cadres in Police Departments. He is specialized in Corporate Management of the Company.
Thiru. N. Srivathsa Desikan	Thiru. N. Srivathsa Desikan graduated in Bachelor of commerce and Master in social of work (Human resources). He is also a Member of the Institute of Company Secretary of India (ICSI). He is a professional and expertise in Corporate Compliances & Governance and Sustainabilityof the Company.
Thiru. K. Kasim, IPS (Retd)	Thiru. K. Kasim IPS (Retd.) is an Independent Director of the Company and he has vast experience in teaching profession. He is eminent writer of political, Religious, etc. and he is Expert in Corporate Management.
Thiru. S. Kirubanandan	Thiru. S. Kirubanandan non-executive Director of the company. He has 24 years’ experience in the various felds. He is an expert in Finance, Accounts and law. He is also a General Manager in Accounts & Finance of Electronics Corporation of Tamil Nadu Limited and holds directorshipin various companies.
Thiru. Ajay Yadav, IAS (Up to February 13, 2023)	Thiru. Ajay Yadav is an Indian Administrative Ofcer. He was the chairman of our Company. He was also the Managing Director of Electronics Corporation of Tamil Nadu Limited and holds directorshipin various companies.
Thiru. Praveen P Nair (From February 13, 2023, to March 30, 2023)	Thiru. Praveen P Nair is an Indian Administrative Service Ofcer. He was the chairman of our Company. He was also the Managing Director of Electronics Corporation of Tamil Nadu Limited and holds directorshipin various companies.

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h) Confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in the SEBI (LODR) Regulations and are independent of the management.

In opinion of the Board, the independent Directors of the Company fulfil the conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the Management of the Company.

i) Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided.

No independent director resigned during the Financial Year 2022-23.

3. AUDIT COMMITTEE

(a) Brief description of terms of reference

The audit committee assists the board in the dissemination of financial information and in overseeing the financial and accounting processes in the company. The terms of reference of the audit committee covers all matters specified in Regulation 18 of the SEBI (LODR), Regulations, 2015 and those specified in Section 177 of the Companies Act, 2013.

The audit committee reviews the compliance with legal and statutory requirements, the quarterly and annual financial statements and reports its findings to the Board. The committee also recommends the appointment of internal auditor, statutory auditor, and secretarial auditor. The audit committee takes note of any default in the payments to creditors and shareholders. The committee also looks into those matters specifically referred to it by the Board. The statutory auditors were present at all audit committee meetings held during the Financial Year 2022-23.

The broad terms of reference of the Audit Committee are as follows:

• Review of the Company’s financial reporting process and the disclosure of its financial Information.

• Reviewing with management, the annual financial statements before submission to the Board, focusing primarily on (i) Any change in accounting policies and practices, (ii) Major accounting entries based on exercise of judgement by management, (iii) Qualifications in draft audit report, (iv) Significant adjustments arising out of audit, (v) The going concern assumption, (vi) Compliance with accounting standards, (vii) Compliance with the SEBI (LODR), Regulations, 2015 and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters

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or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of company at large

• Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

• Reviewing the adequacy of internal audit functions.

• Discussion with external auditors before the audit commences, nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the company’s various financial and risk management policies and practices

(b) Composition of the Audit Committee, Meetings, and Attendance during the year:

The Audit Committee comprises of Six Directors. The composition of the Committee is in accordance with the provisions of Section 177 of the Companies Act, 2013 and the rules made there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The members of Audit Committee met 04 (Four) times during the Financial Year ended March 31, 2023, i.e., April 11, 2022, August 05, 2022, November 11, 2022, and February 13, 2023. The details of the composition of the Audit Committee and attendance of the members were as follows:

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S. Name of the Members Position Category Number of Number of
No. Meetings Meetings
held attended
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S. No.	Name of the Members	Position	Category	Number of Meetings held	Number of Meetings attended
1	Thiru. G Chellakrishna	Chairman	NE-ID	4	4
2	Thiru. C Ramachandran IAS (Rtd.,)	Member	NE-NID	4	4
3	Thiru. R Ganapathi	Member	NE-ID	4	4
4	Thiru. H Karthik Seshadri	Member	NE-ID	4	1
5	Thiru. K Kasim IPS (Retd)	Member	NE-ID	4	3
6	Thiru. N. Srivathsa Desikan	Member	NE-NID	4	3

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

The Company Secretary was the Secretary to the Committee. Tmt. E Kamakshi Chief Financial

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Officer was present for the 2 meetings (i.e., April 11, 2022, August 05, 2022). Partners of Satutory Auditors were present for all the meetings conducted during the Financial Year 202223. The Chairman of the Audit Committee was present at the Company’s 31st Annual General Meeting held on September 07, 2022, to answer the shareholders’ queries.

4) NOMINATION AND REMUNERATION COMMITTEE

a) Brief description of terms of reference

The constitution of the committee is in compliance of Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 19 read with Part D (Point A) of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the committee are as follows:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees.

2. Formulation of criteria for evaluation of performance of independent directors and the Board of directors.

3. Devising a policy on diversity of board of directors.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

b) Composition of the Nomination and Remuneration Committee, meetings and attendance during the year:

The Nomination and Remuneration Committee comprises of three directors. The members of Nomination and Remuneration committee meet 02 (Two) times during the year on February 13, 2023, and March 30, 2023.

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The details of the composition of the Nomination and Remuneration Committee and attendance of the members are as follows:

S. No	Name of the Members	Position	Category	Number of Meetings held	Number of Meetings attended
1.	Thiru. R. Ganapathi	Chairman	NE-ID	2	2
2.	Thiru. C Ramachandran, IAS (Retd)	Member	NE-NID	2	2
3.	Thiru. H Karthik Seshadri	Member	NE-ID	2	1

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

c. Performance evaluation criteria for Independent Directors

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including Independent Directors. Their criteria provide for certain parameters below:

• a. Attendance at Meetings - attendance at Board Meetings, General and Committee meetings.

• b. Other Directorships held by the Non-Executive Director in listed or unlisted Companies.

• c. Other companies in which Non-Executive Director is a chairperson.

• d. Participation at Board/Committee meetings.

• e. Input in strategy decisions.

• f. Review of Financial Statements, risks and business performance.

• g. Time devoted towards discussion with Management.

• h. Review of Minutes - Board Minutes, Committee meeting minutes and AGM Minutes.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board and Managing Director, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its various stakeholders etc. The performance evaluation of the Independent Directors was carried out by the

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entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors, the Directors expressed their satisfaction with the evaluation process.

5) STAKEHOLDERS RELATIONSHIP COMMITTEE

a) Brief description and term of reference

The Stakeholders Relationship Committee has been constituted as per the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D (Point B) of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulations 13 and 20 and Part-D of Schedule II of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 the Committee oversees and reviews the redressal of investors’ grievances pertaining to transfer of shares and dematerialization, re-materialization, non-receipt of balance sheet, non-receipt of declared dividends, etc.

The Company is in compliance with the SCORES, which has been initiated by SEBI for processing the investor complaints in a centralized web-based redressal system and online redressal of all the shareholders complaints.

b. Composition of the Stakeholders Relationship Committee, meetings and attendance during the year:

The Stakeholders Relationship Committee comprises of three directors. The members of Stakeholders Relationship committee meet 04 (Four) times during the Financial Year on April 11, 2022, August 05, 2022, November 11, 2022, and February 13, 2023.

The details of the composition of the Stakeholders Relationship Committee and attendance of the members are as follows:

S. No.	Name of the Members	Position	Category	Number of Meetings held	No. of Meetings Attended
1.	Thiru. C Ramachandran, IAS (Retd)	Chairman	NE-NID	4	3
2.	Thiru. R. Ganapathi	Member	NE-ID	4	4
3.	Thiru. H. Karthik Seshadri	Member	NE-ID	4	1

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

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The Chairman of the Committee was present at the Company’s 31st Annual General Meeting held as on September 07, 2022, to answer the shareholders’ queries.

c. Name and Designation of Compliance Officer

Thiru. Ritesh Shivkumar Mishra was appointed as Company Secretary and Compliance Officer w.e.f. February 13, 2023.

Ms. Divya Raj Gupta resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. February 13, 2023.

d. Status of Shareholders complaints/grievances received and redressed during the year are given below:

The following is the status of Shareholders complaints during the Financial Year ended March 31, 2023.

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No. of investor No. of investor No. of investor No. of investor
complaints pending complaints complaints complaints
at the beginning of received during the disposed-off during remaining
the Financial Year Financial Year the Financial Year unresolved at the
2022-23 2022-23 2022-23 end of the Financial
Year 2022-23
0 2 2 0
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• Based on the Quarterly Investor’s Grievance Report submitted to the stock exchanges pursuant to Regulation 13 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year ended March 31, 2023.

6) RISK MANAGEMENT COMMITTEE

The requirement of constitution of a Risk Management Committee is not applicable to your company for the year ended March 31, 2023.

7) REMUNERATION OF DIRECTORS

a) Pecuniary relationship or transaction of the Non-Executive Directors vis-a-vis the Company:

There were no pecuniary relationships or transactions of the Non - Executive Directors ’vis-a-vis the company during the Financial Year ended March 31, 2023, except payment of remuneration by way of sitting fees as disclosed below.

b) Criteria of making payments to non-executive directors

The Company has created and laid down the criteria for making payments to the Non-Executive Directors as enumerated in the Nomination and Remuneration policy which can be accessed in website of the Company http://www.elnettechnologies.com/ Document/nomination%20and%20remuneration%20policy.pdf

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c) Disclosure with respect to remuneration

Disclosures with respect to remuneration paid during the financial year ended March 31, 2023, as per the Companies Act, 2013:

Remuneration paid to Non-executive Directors

The details of remuneration (sitting fees) paid to non-executive directors during the financial year ended March 31, 2023, is given below:

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S. Name of the Non-Executive Category Position Sitting Fees paid
No. Directors (Rs. In lakhs)
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S. No.	Name of the Non-Executive Directors	Category	Position	Sitting Fees paid (Rs. In lakhs)
1	Thiru. A John Louis, IAS., (w.e.f. 30/03/2023)	NE-NID	Chairman	0.00
2	Thiru. C. Ramachandran, IAS,(Retd)	NE-NID	Director	1.82
3	Thiru. J. Ravi	NE-NID	Director	0.91
4	Thiru. N. Srivathsa Desikan	NE-NID	Director	0.56
5	Thiru. S. Kirubanandan	NE-NID	Director	0.21
6	Thiru. R. Ganapathi	NE-ID	Director	1.12
7	Thiru. H. Karthik Seshadri	NE-ID	Director	1.19
8	Thiru. G. Senrayaperumal	NE-ID	Director	0.42
9	Thiru. K. Kasim, IPS(Retd)	NE-ID	Director	0.49
10	Thiru. G. Chellakrishna	NE-ID	Director	0.63
11	Thiru. A.P Radhakrishnan	NE-ID	Director	0.42
13	Thiru. Ajay Yadav, IAS (From June 23, 2021 to 13/02/2023)	NE-ID	Director	0.21
14	Thiru. Praveen P Nair (From 13/02/2023 to 30/03/2023)	NE-ID	Director	0.07
	Total			8.05

Non-Executive (“NE), Non-Independent Director (“NID”) and Independent Director (“ID”)

Remuneration paid to Executive Director

S. No	Name of the Executive Director	Category	Position	Salary (Rs. In Lakhs)	Allowances & Perquisites	No of Stock Options Granted
1	Tmt. Unnamalai Thiagarajan	Executive Director(ED)	Managing Director	14.00	-	-

Disclosures with respect to remuneration paid during the Financial Year ended March 31, 2023, as per the SEBI (LODR) Regulations, 2015 Details of service contracts, notice period, severance fees.

The appointment of directors was in accordance with the resolution passed by the Board of

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directors and subject to the approval of shareholders of the Company.

During the year ended March 31, 2023, none of the executive and non-executive directors were issued/granted employee stock options of the Company.

OTHER COMMITTEES

SHARE TRANSFER COMMITTEE

The Board constituted Share Transfer Committee to approve share transfer, transmissions, issue of duplicate share certificates, dematerialization of shares etc. The actions of share transfer committee are being placed at its subsequent Board meetings.

The Share Transfer Committee comprises of three directors. The members of Share Transfer committee met 12 (Twelve) times during the Financial Year 2022-23 i.e., April 12 2022, May 30 2022, September 16 2022, September 26 2022, October 26 2022, November 30 2022, January 06 2023, January 12 2023, January 25 2023, February 10 2023, March 02, 2023 and March 13, 2023.

The details of the composition of the Share Transfer Committee and attendance of the members are as follows:

S. No.	Name of the Members	Position	Category	Number of Meetings held	No. of Meetings Attended
1	Thiru. J. Ravi	Member	NE-NID	12	07
2	Thiru. H. Karthik Seshadri	Member	NE-ID	12	12
3	Thiru. C. Ramachandran, IAS(Retd)	Member	NE-NID	12	12

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

The committee also reviews the performance of the Registrar and Share Transfer Agents. The meetings of share Transfer Committee are held whenever the necessity arises. Transfer/ Transmission of shares, issuance of Duplicate Share certificate is processed and registered within the stipulated time subject to the availability of all required valid documents and completed in all respects.

PURCHASE COMMITTEE

The Company has constituted the Purchase Committee on 25th October 2006 under the directions of the Board. It is empowered to identify the qualified vendors for taking advantage of competitive pricing.

The Composition of the Committee is given hereunder:

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S. No.	Name of the Members	Position	Category
1	Thiru. R. Ganapathi	Member	NE-ID
2	Thiru. H. Karthik Seshadri	Member	NE-ID

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

During the financial year, there were no meeting held to transact the Business in purchase Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility committee in accordance with Section 135 of the Companies Act, 2013 and the Committee has formulated a policy on Corporate Social Responsibility. The composition of the committee and attendance details of members is follows.

The members of Corporate Social Responsibility committee met 01(One) time during the Financial Year ended March 31, 2023. i.e., March 30, 2023.

S. No.	Name of the Members	Position	Category	Number of Meetings held	No of Meetings Attended
1	Thiru. J. Ravi	Chairman	NE-NID	1	1
2	Thiru. N. Srivathsa Desikan	Member	NE-NID	1	1
3	Thiru. H. Karthik Seshadri	Member	NE-ID	1	1

Non-Executive (“NE), Executive (“E”), Non-Independent Director (“NID”) and Independent Director (“ID”)

Mr. Ritesh Shivkumar Mishra, Company Secretary of the Company was the Secretary to the Committee.

The terms of reference of CSR Committee, inter-alia, include the following:

Formulate and recommend to the Board, a CSR policy which indicates the activities to be undertaken by the Company as per schedule VII of the Companies Act, 2013.

Review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company.

Monitor the CSR policy of the Company from time to time.

Any other matter as the CSR Committee may deem appropriate after approval of the Board of

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Directors or as may be directed by the Board of Directors from time to time.

MEETING OF INDEPENDENT DIRECTORS

During the financial year ended March 31, 2023, the Independent Directors met once on February 13, 2023, without the presence of the Executive Directors and management personnel of the Company. Such meetings are conducted to enable the Independent Directors inter alia to discuss:

Evaluation of the performance of the Non-Independent Directors and the Board of Directors as a Whole.

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive Directors.

Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The directors were satisfied with the evaluations.

All the Independent Directors were present at the meeting.

GENERAL BODY MEETING

The date, time, and venue of last three Annual General Meetings (AGMs) held were as follows:

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Year ended Day Date Time Location
31st March
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Year ended 31st March	Day	Date	Time	Location
2020	Monday	September 28, 2020	12.30 P.M	Through Video Conferencing/ Other Audio-Visual Means (VC/OAVC)
2021	Wednesday	July 28, 2021	04.00 P.M	Through Video Conferencing/ Other Audio-Visual Means (VC/OAVC)
2022	Wednesday	September 07, 2022	03.00 P.M	Through Video Conferencing/ Other Audio-Visual Means (VC/OAVC)

There was No Extra-Ordinary General Meeting held during the last 3 years.

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Details of Special Resolutions passed during the last three AGMs are given below:

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----- Start of picture text -----

Date of AGM Particulars
----- End of picture text -----

Date of AGM	Particulars
September 28, 2020	No special resolution(s)waspassed
July28, 2021	No special resolution(s)waspassed
September 07, 2022	No special resolution(s)waspassed

POSTAL BALLOT

Details of resolutions passed through postal ballot during the Financial Year 2022-23 and details of the voting pattern.

The Company has not passed any ordinary/special Resolution during the financial year ended March 31, 2023, through postal ballot and accordingly details pertaining to person who conducted the postal ballot exercise and procedure for postal ballot does not arise.

There is no imminent proposal for passing any special resolution through Postal Ballot on or before the ensuing Annual General Meeting.

MEANS OF COMMUNICATION

a) Quarterly results

The Company’s quarterly financial results and the yearly annual audited financial results are announced as per the requirements of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange. The aforesaid financial results are intimated to BSE Limited (BSE) where the Company’s securities are listed, immediately after the approval of the Board of directors and are simultaneously displayed in Company’s website www.elnettechnologies.com.

b) Newspapers wherein results normally published:

The Company’s quarterly, half yearly and annual audited financial results are normally published in leading daily newspapers, viz. Business Standard (English-National daily newspaper) and Makkal Kural (vernacular newspaper-Tamil).

c) Website

The Quarterly & Annual Financial results of the Company are displayed in a separate section called Financial Reports under head of “Investor Information” on the website of the Company i.e., www.elnettechnologies.com

d) Official News releases & other Communication

All other official news releases which are required to be disclosed pursuant to Regulation 46 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015

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are available on the website the Company www.elnettechnologies.com with separate categories.

e) Presentations made to institutional investors or to the analysts

The Company has not made any presentations to investors or to the analysts during the Financial Year ended March 31, 2023.

9. GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting

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Day, Date, and time Saturday, 09th September 2023 at 11.00 A.M.
----- End of picture text -----

Day, Date, and time	Saturday, 09th September 2023 at 11.00 A.M.
Mode/Venue	The Annual General Meeting (AGM) will be held through video conference in compliance with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 5, 2022 (collectively “MCA Circulars”), permitted Companies to conduct Annual General Meeting (AGM) through video conferencing or other audio visual means (VC) till December 31, 2022, subject to compliance with various conditions mentioned therein. Similarly, SEBI vide Circular No. 79 dated May 12, 2020, Circular No. 11 dated January 15, 2021 and Circular No. 62 dated May 13, 2022 granted certain relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till December 31, 2022. Further, MCA vide General Circular No. 10/2022 dated December 28, 2022, extended the option to conduct the AGM through VC till September 30, 2023.
	Similarly, SEBI vide Circular No. 4 dated January 5, 2023 extended the relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till September 30, 2023 subject to certain conditions, in light of same notice of the AGM along with the Annual Report for the Financial Year 2022-23 are being sent only through electronic mode to all the Members of the Company whose email addresses are registered with the Company and whose names appear in the register of members as at closing hours of business, as on Tuesday, 29th August, 2023
Book Closure Date	Wednesday, August 30, 2023, at 9.00 A.M. and ends on Saturday, September 09, 2023, at 5.00 P.M.(both days inclusive)

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b) Financial Year

The Financial Year of the Company is 1st April to 31st March.

Calendar of Financial Year 2022-23

The Company follows April-March as the Financial Year. The meetings of Board of Directors for approval of Quarterly/Half yearly/Annual financial results during the financial year ended March 31, 2023, were held on the following dates.

First Quarter Results	August 05, 2022
Second Quarter and HalfyearlyResults	November 11, 2022
Third Quarter Results	February13, 2023
Fourth Quarter and Annual Results	May29, 2023

Tentative Calendar for Financial Year 2023-24

The tentative dates of meeting of Board of Directors for consideration of Quarterly/Half Yearly/Annually financial results inter alia with other business of the Company for the Financial Year 2023-24 are as follows:

Financial Year 2023-24 are as follows:
First Quarter Results	Not later than 14th August 2023
Second Quarter and HalfyearlyResults	Not later than 14th November 2023
Third Quarter Results	Not later than 14th February2024
Fourth Quarter and Annual Results	Not later than 30th May2024

c) Dividend payment date

Payment of Dividend during the Financial Year 2022-23

Payment of Dividend during the	Financial Year 2022-23
Date of declaration	September 07, 2022
Rate of dividend	20%
Book Closure Date	Thursday, September 01, 2022, to Wednesday, September 07, 2022(Both Days Inclusive)
Date of Payment of Dividend	September 28, 2022
Amount of dividendpaid	Rs. 2.00/-per EquityShares of Face Value Rs.10/- each

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THIRTY SECOND ANNUAL REPORT 2022-23

Proposed Dividend for the Financial Year ended March 31, 2023.

Date of declaration	September 09, 2023
Rate of dividend	20%
Book Closure Date	Wednesday, August 30, 2023, at 9.00 A.M. and ends on Saturday, September 09, 2023, at 5.00 P.M. (both days inclusive)
Date of payment of dividend	The proposed dividend, if so approved, will be paid within the timeline with reference to the MCA circular dated May 5, 2020, from the date of declaration to the members whose name appears on the Register of Members at end of the day on Tuesday, August 29, 2023.
Amount of dividend to bepaid	Rs. 2/-per equityshares of face value Rs.10/- each

d) Details of Stock Exchange and payment of listing fee

The equity securities of the company are listed in Bombay Stock Exchange (BSE Limited) and the listing fee for the financial year has been paid within the stipulated time.

e) Stock Code

BSE- 517477

ISIN: INE033C01019 (NSDL & CDSL)

• f) Market price data- Monthly High, Low and Trading Volume for Equity Shares in the last Financial Year 2022-23.

(Share Price in Rs.)

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----- Start of picture text -----

MONTH HIGH LOW VOLUME
----- End of picture text -----

MONTH	HIGH	LOW	VOLUME
April-22	194.90	160.55	79,811
May-22	179.10	146.10	35,315
June-22	160.95	125.00	46,054
July-22	157.00	137.55	25,620
August-22	163.85	136.00	45,119
September-22	179.80	137.70	81,564

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October-22	165.00	150.00	16,285
November-22	178.00	150.30	62,171
December-22	216.00	157.10	1,79,321
January-23	219.00	180.40	1,05,255
February-23	190.95	166.65	28,667
March-23	176.90	157.55	21,731

• g) The securities of the Company have not suspended from trading during the financial year. Hence there is no explanation required to be provided in the Board’s Report.

h) Registers to issue and share transfer Agent

Cameo Corporate Services Ltd “Subramanian Building”

1, Club House Road, Chennai 600 002.

Ph: -044 - 2846 0390 (5 lines) Fax:-044 - 2846 0129

i) Share Transfer System

The majority of Company’s equity shares i.e., 97.15% are in demat format as on March 31, 2023. These shares can be transferred through the depositories viz., i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) without the Company’s involvement.

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, securities can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. Further, SEBI had fixed March 31, 2021, as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in dematerialised mode. The requests for effecting transfer/transmission/ transposition of securities shall not be processed unless the securities are held in the dematerialised form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

The Board has delegated the powers to approve share transfers, transmissions, re-materialisation by constituting a Share Transfer Committee. During the Financial Year, transfer of shares in physical form was processed within 15 days from the date of receipt of transfer request, provided the documents are complete in all respects. All transfers were first processed by the Transfer Agent and submitted thereafter to the Company for approval. The physical share transfer, transmissions processed based on number of

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THIRTY SECOND ANNUAL REPORT 2022-23

requests received. The shares lodged for transfers processed and registered as per the requirements of the Regulations.

Pursuant to Regulation 40(9) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company obtains certificates from the Practicing Company Secretaries on a half yearly basis to the effect that all the transfers are completed within the statutory stipulated period. A copy of the certificate so received is submitted to Stock Exchange where the shares of the company are listed.

The transactions of the shares held in Demat and Physical form are handled by the Company’s Registrar and Share Transfer Agent “Cameo Corporate Services Ltd”.

j) Distribution of shareholding as on March 31, 2023

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----- Start of picture text -----

Range Number of % of Total Shares % of Total
Shareholders Shareholders Share Capital
----- End of picture text -----

Range	Number of Shareholders	% of Total Shareholders	Shares	% of Total Share Capital
1-500	4969	93.0524	517071	12.93
501-1000	178	3.33	142793	3.57
1001-2000	94	1.76	137334	3.43
2001-3000	33	0.62	78870	1.97
3001-4000	18	0.34	60942	1.52
4001-5000	10	0.19	47538	1.19
5001-10000	13	0.24	94105	2.35
Above 10000	25	0.47	2921354	73.03
Total	5340	100.00	4000007	100.00

k) Shareholding Pattern as on March 31, 2023

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----- Start of picture text -----

Category No. of Shares Percentage
Promoters
Promoters 21,13,861 52.85
Subtotal (A) 21,13,861 52.85
NRIs/OCBs
Foreign Company 0 0.00
Foreign Nationals 0 0.00
Non-Resident Indians 21,585 0.54
Foreign Institutional Investors 0 0.00
Foreign Portfolio Investor 0 0.00
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----- Start of picture text -----

Subtotal (B) 21,585 0.54
Others
Clearing Members 2,304 0.05
Private Corporate Bodies 56,399 1.41
Mutual Funds 0 0.00
Financial Institutions (Bank) 0 0.00
Public 16,01,916 40.05
HUF 98,530 2.46
IEPF 1,05,412 2.64
Subtotal (c) 18,86,146 47.15
Total (A+B+C) 40,00,007 100.00
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l) Dematerialization of shares and liquidity

Physical/ NSDL/ CDSL/Summary Report as on March 31, 2023, representing 97.15% of total Equity Share Capital of the Company were held in dematerialized form.

Mode of holding	As on March 31, 2023	As on March 31, 2023	As on 31st March, 2022	As on 31st March, 2022
	No. of Shares	% to Equity	No. of Shares	% to Equity
NSDL	30,04,262	75.11	29,40,949	73.52
CDSL	8,81,699	22.04	9,35,586	23.39
PHYSICAL	1,14,046	2.85	1,23,472	3.09
TOTAL	40,00,007	100.00	40,00,007	100.00

m) Outstanding Debt/ GDRs/ ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity

The Company has not issued any GDRs / ADRs /Warrants or any convertible instruments as on date.

n Commodity price risk or foreign exchange risk and hedging activities

The Company does not have exposure to foreign exchanges requirements.

o) Plant location

Not Applicable

p) Address for correspondence

Registered Office

Elnet Software City,

TS 140, Block No.2 & 9, Rajiv Gandhi Salai, Taramani, Chennai-600113.

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THIRTY SECOND ANNUAL REPORT 2022-23

Contact details of Designated Official for assisting & handling Investor Grievances

Thiru. Ritesh Shivkumar Mishra Company Secretary & Compliance Officer

Contact No.: 91-44-22541098/22541337/22541791 Fax No.: 91-44-22541955, E-mail: elnetcity@gmail.com

List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad

The company has not invested in any debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds whether in India or abroad. Hence the disclosure is not applicable.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“The Rules”), 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 during the financial year ended March 31, 2016, 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 March 31, 2016, is July 18, 2023.

In compliance with the provision, during the Financial Year 2023-2024 the Company will send individual notices to the eligible shareholders and will also issue advertisement in the newspapers (Business standard - Leading English Newspaper All India edition and Makkal Kural- Regional language 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 31, 2023. Accordingly, after the expiry of due date for claiming the unpaid/ unclaimed dividend, the Company has transferred such unpaid or unclaimed dividends and also the corresponding shares for the Financial Year ended March 31, 2023, to IEPF authority.

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Details of shares/shareholders in respect of which dividend has not been claimed, will be provided on the website of the company www.elnettechnologies.com. (Investors/Compliances/ Unpaid Dividend Data/Year 2023). Members are requested to ensure that they claim the dividends and shares referred 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.

10. OTHER DISCLOSURES:

a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of Company at large

During the year, the Company had not entered into any transaction of a material nature with any of the related parties which may have potential conflict with the interest of the Company at large.

There have been no materially significant related party transactions with the company’s promoters, directors, the management, their subsidiaries or relatives which may have potential conflict with the interests of the company at large. The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors are taken wherever required in accordance with the Policy.

None of the transactions with any of the related parties were in conflict with the interests of the company. A statement of related party transaction is furnished under Item No. 39 of Notes on Accounts.

b) Details of non-compliance by the listed entity, penalties, and strictures imposed on the listed entity by stock exchange or the board or any statutory authority, on any matter related to capital markets, during the last three years.

There have been no instances of non-compliances by the Company and no penalties and /or strictures have been imposed by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.

c) Establishment of vigil mechanism/Whistle Blower Policy

The company has an established mechanism for Directors / Employees to report

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THIRTY SECOND ANNUAL REPORT 2022-23

concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters. The Vigil Mechanism Policy shall be viewed at our company’s website http://www.elnettechnologies. com/Document/Whistle%20Blower%20Policy.pdf All suspected violations and Reportable Matters can be reported to the Chairman of the Audit Committee at E-mail ID elnetcity@gmail.com. The key directions/actions will be informed to the Managing Director of the Company.

d) Details of compliance with mandatory requirements and adoption of the nonmandatory requirements.

The Company has fully complied with all the mandatory requirements and has adopted certain non-mandatory requirements as prescribed in Part-E of Schedule II to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i) The Board

The Company is having a non-executive chairperson and he is not claiming any reimbursement of expenses incurred in the performance of his duties.

ii) Shareholders Rights

Pursuant to the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as the company’s quarterly/ half-yearly/ annual financial results are published in an English newspaper having wide circulation all over India and in Tamil newspaper widely circulated in Chennai, the company is not sending the same to the shareholders of the company individually. The same will be hosted in the company’s website www.elnettechnologies.com within the stipulated time.

iii) Modified opinion(s) in Audit Report

The financial statement of the company is having an unmodified audit opinion.

iv) Separate posts of Chairperson and Chief Executive Officer

The Company has separate persons for the post of Chairperson. The Company is having a Managing director as one of the Key Managerial Personnel. The appointment of Chief Executive Officer of the company does not arise.

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v) Reporting of internal auditor

The Internal auditor is directly reporting to the audit committee covering the scope of internal audit regarding Revenue recognition, Taxation (Direct & Indirect tax), statutory payment, Cash & Bank, General ledger Review.

e) Web-link where the policy for determining ‘material’ subsidiary is available

The Company does not have any material subsidiary. Hence the necessity for complying with respect to framing a policy for determining the material subsidiary does not arise.

f) Web-link where the Policy on dealing with Related Party Transactions is available

The Policy on dealing with related party transactions is available in our Company’s website http://www.elnettechnologies.com/Document/Related%20Party%20Transaction%20 policy.pdf

g) Performance in comparison to broad-based indices:

BSE-SENSEX

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h) Disclosure of commodity price risks and commodity hedging activities.

Not applicable

• i) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

Not applicable

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THIRTY SECOND ANNUAL REPORT 2022-23

j) Certificate from practicing company secretary regarding disqualification of Directors.

A Company Secretary in practice has certified that none of Directors on the Board of Directors the Company have been debarred or disqualified from being appointed or continuing as directors by the Board/ Ministry of Corporate affairs or any statutory authorities as on March 31, 2023.

The certificate is enclosed with this report as Annexure.

k) Details of recommendations of Committees 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 at 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. During the year 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 year.

l) Total fees paid for all services on consolidated basis to statutory auditors and their network firms.

During the year the company has paid Rs.7,00,000 to statutory auditors as a consolidated pay for the services rendered. There was no payment to network entities in which the statutory auditors of the company is taking part.

m) Disclosure in relation to 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. Positive workplace environment and a great employee experience are integral parts of our culture.

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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.

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----- Start of picture text -----

Details Status
Number of complaints filed during the Financial Year Nil
----- End of picture text -----

Details Number of complaints fled duringthe Financial Year	Status Nil
Number of complaints disposed of duringthe Financial Year	Nil
Number of complaintspendingas on end of the Financial Year	Nil

11. Non-Compliance of any requirement of S. No. 2 to 10 of schedule V of Regulation 34 of the SEBI (LODR) Regulations, 2015

The Company has complied with all the requirement of corporate governance report which is mentioned in S.No.2 to 10 of schedule V of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

12. Loans and advances in the nature of loans to firms / Companies in which directors are interested:

During the year, the Company did not extend any loans or advances to any firms / companies in which Directors are interested in terms of Section 184 of the Act.

13. The corporate governance report has disclosed the extent to which the discretionary requirements as specified in Part E of the Schedule II to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Refer 10 (d)]

14. The Company has complied with the corporate governance requirements as specified in Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations.

Disclosures with respect to demat suspense account/unclaimed suspense account:

Based on the shareholding pattern received from Registrar and Share transfer Agent for every quarter during the financial year, as on March 31, 2023, there are no shares lying in the demat suspense account or unclaimed suspense account.

Declaration signed by the Managing Director stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is disclosed below.

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THIRTY SECOND ANNUAL REPORT 2022-23

Compliance certificate from practicing company secretaries regarding compliance of conditions of corporate governance is annexed to this Boards Report.

CEO/CFO CERTIFICATION

As required under Regulation 17 of the SEBI Listing Regulations, the CEO/CFO Certification on financial statements of the company for the financial year ended March 31, 2023, signed by Tmt. Unnamalai Thiagarajan, Managing Director and Tmt. D. Indhumathi, Chief Financial Officer was placed before the Board of Directors of the Company at their meeting held on Monday, May 29, 2023, and enclosed as annexure to this Annual Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

Rule 11 of the Companies (Accounts) Rules, 2014, permits circulation of Annual Report to shareholders through electronic means to such of the members whose e-mail addresses are registered with NSDL or CDSL or the shareholders who have registered their E-mail ID with the Company to receive the documents in electronic form and physical copies to those shareholders whose e-mail IDs have not been either registered with the Company or with the depositories.

To support this green initiative of the Government, Members are requested to register their e-mail addresses, with the DPs, in case shares are held in dematerialized form and with the Share Transfer Agent, in case the shares are held in physical form and intimate changes, if any, in their registered e-mail addresses to the Company / DPs, from time to time.

By order of the Board of Directors For Elnet Technologies Limited Sd/-

Ritesh Shivkumar Mishra

Company Secretary M. No. A63025

Place: Chennai Date: May 29, 2023

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DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT WITH THE COMPANY’S CODE OF CONDUCT

To,

The Shareholders of Elnet Technologies Limited TS 140 Block 2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113.

This is to confirm that the Board has laid down a code of conduct for all Board members and Senior Management of the Company. The code of conduct has also been posted on the website of the Company.

It is further confirmed that all Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended March 31, 2023.

Unnamalai Thiagarajan Managing Director DIN: 00203154

Date: May 29, 2023 Place: Chennai

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THIRTY SECOND ANNUAL REPORT 2022-23

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

[Under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015)

To

The Board of Directors El net Software City, TS 140, Block No.2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600113

We certify that-

• A. We have reviewed the Financial Statements and Cash Flow Statement for the Financial Year ended March 31, 2023, and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

• These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• B. There are, to the best of our knowledge and belief, no transactions entered by the Company during the Financial year ended March 31, 2023, which is fraudulent, illegal, or violative of the Company’s Code of Conduct.

• C. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of the internal controls, if any, of which we are aware of and the steps we have taken or propose to take to rectify these deficiencies.

• D. We have indicated to the Auditors and the Audit Committee –

• Significant changes in internal control over the financial reporting during the Financial Year ended March 31, 2023.

• Significant changes in accounting policies during Financial Year ended March 31, 2023, and that the same have been disclosed in the notes to the financial statements; and

• Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over the financial reporting.

Unnamalai Thiagarajan Managing Director DIN: 00203154

Duraisamy Indumathi Chief Financial Officer PAN: ACFPI5289Q

Date: May 29, 2023 Place: Chennai

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members, ELNET TECHNOLOGIES LIMITED, TS 140 Block 2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113.

We have examined the relevant Registers, Records, Forms, Returns and Disclosures received from the Directors of ELNET TECHNOLOGIES LIMITED having CIN: L72300TN1990PLC019459 and having registered office at TS 140 Block 2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers.

We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

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----- Start of picture text -----

Sr. Name of Director DIN Date of appointment
No. in Company
----- End of picture text -----*

Sr. No.	Name of Director	DIN	Date of appointment in Company*
1	Mr. Ravi Janakiraman	00042953	30-09-2003
2	Mr. Chakkolath Ramachandran	00050893	08-08-2003
3	Mr. Ganapathi Ramachandran	00103623	08-08-2003
4	Mrs. Unnamalai Thiagarajan	00203154	08-08-2003
5	Mr. Karthik Seshadri Harikrishnan	00203319	08-08-2003
6	Mr. Gangadaran Chellakrishna	01036398	22-04-2014

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THIRTY SECOND ANNUAL REPORT 2022-23

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----- Start of picture text -----

Sr. Name of Director DIN Date of appointment
No. in Company
----- End of picture text -----*

Sr. No.	Name of Director	DIN	Date of appointment in Company*
7	Mr. Govindasamy Senrayaperumal	01458026	25-10-2006
8	Mr. Kadher Mohideen Kasim	02959356	27-01-2010
9	Mr. Ammoor Periyan Radhakrishnan	03642690	02-03-2019
10	Mr. John Louis Arulmarianathan	06637866	30-03-2023
11	Mr. Srivathsa Desikan	08205725	09-08-2018
12	Mr. Kirubanandhan	08952166	11-11-2020

*The date of appointment is as per the MCA Portal.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For BP & Associates| Company Secretaries Peer Review No: P2015TN040200

Date: 29-05-2023 Place: Chennai

C. Prabhakar Partner M No: F11722 CP No: 11033 UDIN: F011722E000382721

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ANNEXURE - VI Certificate on Compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members, ELNET TECHNOLOGIES LIMITED, TS 140 Block 2 & 9, Rajiv Gandhi Salai, Taramani, Chennai - 600 113.

We have examined the compliance of conditions of Corporate Governance by Elnet Technologies Limited (“the Company”) for the year ended 31st March 2023, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).

We state that the compliance of conditions of Corporate Governance is the responsibility of the management, and our examination was limited to a review of the procedures adopted and implementation thereof, by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given

to us, and the representations made by the Directors and the Management, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the aforesaid provisions of the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For BP & Associates| Company Secretaries Peer Review No: P2015TN040200

Date: 29-05-2023 Place: Chennai

C. Prabhakar

Partner M No: F11722 CP No: 11033 UDIN: F011722E000382686

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THIRTY SECOND ANNUAL REPORT 2022-23

INDEPENDENT AUDITOR’S REPORT

To the Members of Elnet Technologies Limited

Opinion

We have audited the accompanying Financial Statements of Elnet Technologies Limited (“the Company”), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under section 133 of the act read with companies ( Indian accounting standards ) Rules, 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Recognition, Valuation and Presentation of provision and contingent liabilities:

Refer Note 35 to financial statement for the year ended March 31, 2023 for the following:

The claims made by Electronics Corporation of Tamilnadu Limited (ELCOT) against the Company towards interest on delayed payments for lease deposits relating to the years from 2000-01 to 06th Aug 2021, have been disclosed as Contingent Liability by the Company which amounts to Rs 1,273.50 Lakhs.

The Company has received a service tax demand from Additional Commissioner of GST and Central Excise for Rs. 136.59 Lakhs on considering reimbursement of electricity charges as taxable charges for period October 2015 to June 2017, have been disclosed as Contingent Liability by the Company.

Since there are potential exposure of the Company, on the above contingent liabilities, the assessment of the probability of occurrence, outflow, if any, and adequate disclosure requirements involves significant judgment by the management.

Due to the significance of amounts involved and the level of judgments relating to recognition, valuation and presentation of provision and contingent liabilities, this has been considered as a key audit matter.

How the Key Audit Matter was addressed in our audit

Our audit procedure in respect of this area included the following:

Tested the design, implementation and operative effectiveness of controls with respect to identification and monitoring of significant developments in relation to the litigations, including completeness thereof.

Engaged in discussion with legal and finance departments of the Company on the status of ongoing and potential legal matters and its possible outcome and valuation as assessed by the management.

Evaluated the management’s assessment about the outcome of the dispute.

Reviewed the legal opinion obtained, third party correspondence and reports with respect to these matters.

Assessed the reasonableness of management’s judgment with respect to the likelihood of outflow.

Assessed the adequacy of the disclosures made in the notes to financial statement.

Information Other than the Financial Statements and Auditors’ Report Thereon

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The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management report, Chairman’s statement, Board’s report including the Annexures to Board’s report and Director’s report along with annexures but does not include the Financial Statements and our auditors’ report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian accounting standards prescribed under section 133 of the act read with companies ( Indian accounting standards ) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, Board of directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is included in “Annexure A”. This description forms part of our auditor’s report.

Emphasis of Matter

We draw attention to Note No. 6 in the Financial Statements of the company wherein the Unquoted equity shares of IG3 Infra Ltd had to be valued at fair value as at the end of each financial year.

These shares were not revalued for this year and the same FMV was adopted from the FY 21-22. There will be no substantial effect that cause the financial statements to be materially misstated due to this non-compliance and our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

3. (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

4. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

5. (c) The Balance Sheet, the Statement of Profit and Loss, the statement of changes in Equity and the statement of Cash Flow dealt with by this Report are in agreement with the books of account;

6. (d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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• (e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

• (f) With respect to the adequacy of the internal financial controls with reference to these Financial Statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure C” to this report;

• (g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197(16) of the Act.

• (h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Point b) in Note 35 to the Ind AS financial statements

The Company did not have any long-term contracts including derivative contracts to which there were any material foreseeable losses

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

• a) Management has represented that, to best of its knowledge and belief , no funds have been advanced or loaned or invested(either from borrowed funds or share premium or any other sources or kind of funds ) by the company to or in any other person or entity , including foreign entities (“Intermediaries “) ,with the understanding, whether recorded in writing or otherwise , that the intermediary shall , whether , directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee , security or the like on behalf of the ultimate beneficiaries.

• b) Management has represented , that , to the best of its knowledge and belief, no funds have been received by the company from any person or entity , including foreign entities (“ Funding Parties”) , with the understanding, whether recorded in writing or otherwise , that the company shall , whether , directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (“ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries ; and

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• c) Based on our audit procedures which we have considered reasonable and appropriate in the circumstances and according to the information and explanation provided to us by the management in this regard, nothing has come to our notice that has caused them to believe that the representations made by the management under sub- clause (i) and (ii) contain any material mis-statement.

• d) Final dividend proposed in the previous year, declared and paid by the company during the year is in compliance with section 123 of Act, as applicable

• e) As required by the section 197(16) of the Act, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For Selvam & Suku, Chartered Accountants Firm Registration No: 003701S

Date: 29.05.2023 Place: Chennai

S. Revathy Partner M. No: 250134 UDIN: 23250134BGZDTA5310

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ANNEXURE A

Responsibilities for Audit of the Financial Statement:

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For Selvam & Suku, Chartered Accountants Firm Registration No: 003701S

Date: 29.05.2023 S. Revathy Place: Chennai Partner M. No: 250134 UDIN: 23250134BGZDTA5310

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THIRTY SECOND ANNUAL REPORT 2022-23

ANNEXURE B

Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of our report of even date to the Members of ELNET TECHNOLOGIES LIMITED for the year ended 31st March 2023.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:

• (i) In respect of fixed assets:

• (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

  • (B) The Company does not have any intangible assets and hence reporting under sub clause 3(i)(a)(B) of the order is not applicable.

• (b) Property, Plant and Equipment were physically verified by the Management periodically. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion the verification is reasonable, having regard to the size of the company, and the nature of its business.

• (c) According to the information and explanations given to us, the records examined by us and based on the examination conducted by us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the Balance Sheet date. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

• (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment during the year. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the company.

• (e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i)(e) of the Order are not applicable to the Company.

• (ii) (a) The company is involved in the business of rendering services and hence, no inventory is being maintained by the company. Accordingly, the provisions stated in

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paragraph 3(ii)(a) of the Order are not applicable to the Company.

• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any working capital limits in excess of five crore rupees in aggregate from banks and financial institutions on the basis of security of current assets at any point of time of the year. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company.

• (iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments in, provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnership or any other parties during the year. Accordingly, clause 3(iii)(a) to 3(iii)(f) of the Order is not applicable to the Company.

• (iv) In our opinion and according to information and explanations given to us, the company has not either directly or indirectly , granted any loan to any of its directors or to any other person in whom the director is interested , in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

• (v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

• (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, to the company. Accordingly, the provisions stated in paragraph 3(vi) of the Order are not applicable to the Company.

• (vii) According to the information and explanations given to us, in respect of statutory dues:

• (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Customs Duty, Goods and Service Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Customs Duty, Goods and Service Tax, cess and other material statutory dues in arrears as at 31st March, 2023 for a period of more than six months from the date they became payable.

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• (b) According to the information and explanation given to us no disputed amounts payable in respect of Provident Fund, Employees State insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Duty of Excise, Value added Tax, Goods and Services Tax, Cess and other Statutory dues except for the service tax dues as per the table below have not been deposited on account of dispute:

(Amount in Lakhs)

Name of the Statute	Nature of the Dues	Amount in Rs.	Period to which the amount relates	Forum where dispute ispending
Finance Act, 1994	Service Tax Dues	124.17	October 2015 till June 2017	Chennai CESTAT
TOTAL		124.17

• (viii) According to the information and explanation given to us and based on the examination of records of the Company, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Accordingly reporting under the para 3(viii) of the order is not applicable to the Company.

• (ix) The Company does not have any loans or borrowings from any financial institution, banks and government during the year. Accordingly, the provision stated in paragraph 3(ix) (a) to (f) of the Order is not applicable to the Company.

• (x) (a) The Company has not raised any monies by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

• (xi) (a) Based on examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

• (b) According to the information and explanations given to us, no report under subsection (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

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• (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year. Accordingly, the provisions stated in paragraph 3(xi)(c) of the Order is not applicable to Company.

• (xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to 3(xii) (c) of the Order are not applicable.

• (xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of the Act, where applicable and the details have been disclosed in the Financial Statements as required by the applicable Accounting Standards.

• (xiv) (a) Based on information and explanations provided to us and based on our examination of records of the Company, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

• (b) We have considered the Internal Audit reports of the company issued till date for the period under Audit.

• (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him and hence provisions stated in paragraph 3(xv) of the Order are not are not applicable to the Company.

• (xvi) (a) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi)(a) of the Order are not applicable to the Company.

• (b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certificate of Registration from Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(b) of the Order is not applicable to the Company.

• (c) The Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi) (c) and paragraph 3 (xvi) (d) of the Order are not applicable to the Company.

• (xvii) According to the information and explanations provided to us and based on the examination of records of the Company, Company has not incurred cash losses in the financial year and in the immediately preceding financial year and accordingly reporting under paragraph clause 3(xvii) of the Order is not applicable to the Company.

• (xviii) During the year, M/s. MSKA & Associates have resigned as Statutory Auditors. There were no issues, objections or concerns raised by the outgoing auditors.

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• (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• (xx) (a) According to the information and explanations provided to us and based on our examination of the records of the Company, Company has no on-going projects as specified in Schedule VII to the sub section 5 of Section 135 of the Act and accordingly reporting under paragraph clause 3 (xx)(a) of the order is not Applicable.

• (b) According to the information and explanations provided to us and based on our examination of the records of the Company, it has no unspent amount under subsection (5) of the section 135 of the Act. Therefore , para 3 (xx)(b) of the order is not Applicable.

• (xxi) According to the information and explanations given to us, the Company does not have any subsidiary/Associate/ Joint Venture. Accordingly, there is no preparation of consolidated financial statements. Accordingly, the provisions stated in paragraph clause 3 (xxi) of the Order are not applicable to the Company.

For Selvam & Suku, Chartered Accountants Firm Registration No: 003701S

Date: 29.05.2023 Place: Chennai

S. Revathy Partner M. No: 250134 UDIN: 23250134BGZDTA5310

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ANNEXURE C

Referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of even date to the Members of ELNET TECHNOLOGIES LIMITED for the year ended 31st March 2023.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of ELNET TECHNOLOGIES LIMITED(“the Company”) as of March 31, 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’) (‘the Guidance Note’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of Company’s business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes obtaining and understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention (or) timely detection of unauthorised acquisition, use, (or) disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error (or) fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, (or) that the degree of compliance with the policies (or) procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on “the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

For Selvam & Suku, Chartered Accountants Firm Registration No: 003701S Date: 29.05.2023 S. Revathy Place: Chennai Partner M. No: 250134 UDIN: 23250134BGZDTA5310

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FINANCIAL STATEMENTS 2022-23

THIRTY SECOND ANNUAL REPORT 2022-23

Balance Sheet as at March 31, 2023

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Particulars Notes As at As at
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 4 2,220.45 2,255.72
Capital work in progress 5 - 10.49
Financial assets
Investments 6 423.54 423.54
Other financial assets 7 6,626.91 5,099.13
Income Tax Assets (net) 8 16.48 6.94
Deferred tax asset (net) 19 (6.27) 8.77
Other Non Current Assets 9 804.79 836.12
Total non-current assets 10,085.90 8,640.70
Current assets
Financial assets
Trade receivables 10 241.99 205.04
Cash and cash equivalents 11 1,002.69 1,156.89
Bank balances other than above 12 2,486.62 2,486.31
Other financial assets 13 522.49 277.47
Other current assets 14 53.12 51.99
Total current assets 4,306.90 4,177.70
Total Assets 14,392.80 12,818.41
EQUITY AND LIABILITIES
Equity
Equity share capital 15 400.00 400.00
Other equity 16 11,863.20 10,573.85
Total equity 12,263.20 10,973.85
Liabilities
Non-current liabilities
Financial liabilities
Other financial liabilities 17 743.95 358.84
Other Non Current liabilities 17a 155.08 71.05
Provisions 18 1.82 3.57
Total non-current liabilities 900.85 433.46
Current liabilities
Financial liabilities
Borrowings 20 426.34 426.34
Trade payables
Total outstanding dues of micro enterprises and small enterprises - -
Total outstanding dues of creditors other than micro enterprises 21 66.94 29.40
and small enterprises
Other financial liabilities 22 655.19 923.83
Provisions 23 0.27 0.67
Other current liabilities 24 80.02 30.86
1,228.76 1,411.10
Total liabilities 2,129.60 1,844.56
Total Equity and Liabilities 14,392.80 12,818.41
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Summary of significant accounting policies and other explanatory information The accompanying notes are an integral part of the standalone financial statements. For and on behalf of the Board of Directors of

Elnet Technologies Limited

Unnamalai Thiagarajan G. Chellakrishna S. Kirubanandan Managing Director Director Director DIN:00203154 DIN:01036398 DIN:08952166

As per our Report of even date For Selvam & Suku Chartered Accountants Firm Registration Number: 003701S Revathy S Partner Membership No. 250134 Date: 29.05.2023 Place: Chennai

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Statement of profit and loss for the year ended March 31, 2023

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Notes For the year ended For the year ended
Particulars
March 31, 2023 March 31, 2022
Income
Revenue from operations 25 2,460.83 2,208.46
Other income 26 610.03 514.04
Total income 3,070.86 2,722.50
Expenses
Employee benefit expenses 27 179.35 142.86
Depreciation and amortisation expense 28 256.10 341.29
Other expenses 29 703.66 494.57
Finance costs 30 63.85 50.16
Total expenses 1,202.96 1,028.88
Profit before tax 1,867.90 1,693.62
Income tax expense
Current tax 31 482.07 459.13
Current tax for prior periods
Deferred tax 16.34 (26.86)
Profit for the year 1,369.49 1,261.35
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of post employment benefit obligations (1.44) 0.56
Effect of measuring investments at fair value 0.94 110.73
Income tax relating to these items 0.36 (28.01)
Other comprehensive income/(expense) for the year, net of tax (0.14) 83.28
Total comprehensive income for the year 1,369.36 1,344.63
Earnings per share 32
Basic earnings per share 34.24 31.53
Diluted earnings per share 34.24 31.53
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Summary of significant accounting policies and other explanatory information The accompanying notes are an integral part of the standalone financial statements.

As per our Report of even date

For and on behalf of the Board of Directors of

Elnet Technologies Limited

Unnamalai Thiagarajan G. Chellakrishna S. Kirubanandan Managing Director Director Director DIN:00203154 DIN:01036398 DIN:08952166

For Selvam & Suku Chartered Accountants Firm Registration Number: 003701S

Revathy S

Partner

Membership No. 250134 Date: 29.05.2023 Place: Chennai

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THIRTY SECOND ANNUAL REPORT 2022-23

Statement of Changes in Equity for the year ended March 31, 2023

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

(A) Equity Share Capital

(A) Equity Share Capital
Equity shares of ₹ 10 each issued, subscribed and fully paid	Numbers	Amount
At 1 April 2021	40,00,007	400.00
Shares issued during the year	-	-
At 31 March 2022	40,00,007	400.00
Shares issued during the year	-	-
At 31 March 2023	40,00,007	400.00

(B) Other Equity

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Particulars Reserves and Surplus Total
General Retained Other Remea- Equity
Reserve earnings Reserves surement Instruments
- Capital of through
Subsidy defined Other Com-
benefit prehensive
plans Income
As at 1 April 2021 2912.21 6337.91 25.75 2.46 6.76 9,285.09
Profit for the year (restated) 1,261.35 - - 1,261.36
Other comprehensive 0.56 82.85 83.41
income
Payment of dividend (56.00) - - - (56.00)
At 31 March 2022 2,912.21 7,543.26 25.75 3.01 89.61 10,573.85
Profit for the year 1,369.49 - - 1,369.49
Other comprehensive (1.08) 0.94 (0.14)
income
Payment of dividend (80.00) - - (80.00)
At 31 March 2023 2,912.21 8,832.75 25.75 1.94 90.55 11,863.20
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Summary of significant accounting policies and other explanatory information

The accompanying notes are an integral part of the standalone financial statements.

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

G. Chellakrishna Director DIN:01036398

Unnamalai Thiagarajan Managing Director DIN:00203154

S. Kirubanandan Director DIN:08952166

As per our Report of even date For Selvam & Suku Chartered Accountants Firm Registration Number: 003701S Revathy S

Partner Membership No. 250134 Date: 29.05.2023 Place: Chennai

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Statement of cash flows for the year ended March 31, 2023

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Operating activities
Profit before tax 1,867.90 1,693.62
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense 256.10 341.29
Profit on sale of fixed asset (10.98) (4.04)
(Reversal) / Provision for Employee Benefits (0.95) 7.46
Provision for doubtful debts - 7.00
Interest Income on deposits (526.95) (505.88)
Ind AS Adjustments - Land Lease Deposit (0.66) -
Ind AS Adjustments - Rent Prepayment 12.24 -
Ind AS Adjustments - Finance Cost 63.84 -
Ind AS Adjustments - Interest Income (66.84) 50.16
Working capital adjustments:
(Increase)/ decrease in Other financial assets 51.79 (3,818.59)
(Increase)/ decrease in trade receivables (36.94) 96.64
(Increase)/ decrease in Other assets (263.93) 76.87
Increase/ (decrease) in Other Financial Liability 220.38 -
Increase/ (decrease) in other liabilities 48.36 (63.83)
Increase/ (decrease) in trade payables 25.93 (14.09)
1,639.32 (2,133.39)
Less : Income taxes paid (net of refunds) (228.81) (414.14)
Net cash (used in) / from operating activities (A) 1,410.51 (2,547.53)
Investing activities
Acquisition of property plant and equipment and Capital work-in-progress (198.74) (82.36)
Net proceeds from sale of property, plant and equipment 10.98 4.04
Maturity / (Investments in) fixed deposits with banks more than 3 months (1,530.00) 2,891.79
Interest Received on Deposits 233.05 566.88
Net cash (used in) / from investing activities (B) (1,484.71) 3,380.35
Financing activities
Dividend paid (80.00) (56.68)
Net cash used in financing activities (C) (80.00) (56.68)
Net increase/ (decrease) in cash and cash equivalents (154.21) 776.15
Cash and cash equivalents at the beginning of the year (refer note 11) 1,156.89 380.75
Cash and cash equivalents at the end of the year (refer note 11) 1,002.69 1,156.89
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Notes:

The above cash flow statement has been prepared under indirect method prescribed in Ind AS 7 “Cash Flow Statements”.

The accompanying notes are an integral part of Financial Statements

For and on behalf of the Board of Directors of

Elnet Technologies Limited

Unnamalai Thiagarajan G. Chellakrishna S. Kirubanandan Managing Director Director Director DIN:00203154 DIN:01036398 DIN:08952166

As per our Report of even date For Selvam & Suku Chartered Accountants Firm Registration Number: 003701S Revathy S Partner Membership No. 250134 Date: 29.05.2023 Place: Chennai

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THIRTY SECOND ANNUAL REPORT 2022-23

Notes to Financial Statements for the year ended March 31, 2023

1 Corporate Information

Elnet Technologies Limited (ETL) was incorporated in August 1990 as a Public Limited Company which is situated in the IT corridor, Rajiv Gandhi Salai, Taramani, Chennai. ETL’s core competence is to develop and manage Software Technology Park. ETL has pioneered the concept of Software Technology Park in India and also providing infrastructure to Information Technology and Information technology enabled services industry companies.

2 Basis of preparation of financial statements

Statement of compliance

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Section 133 of the 2013 Act read with the Companies (Indian Accounting Standards) Rules 2015 and other relevant provisions of the 2013 Act.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Basis of preparation and presentation

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value or revalued amount: a) Derivative financial instruments

• b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

Use of estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is the Company’s functional currency. All financial information presented in INR has been rounded to the nearest lakhs (up to two decimals).

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The financial statements are approved for issue by the Company’s Board of Directors on 29th May 2023.

2.1 Critical accounting estimates and management judgments

The management believes that the estimates used in the preparation of financial statements are prudent and reasonable.

Information about significant areas of estimation, uncertainty and critical judgements used in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:”

Property, Plant and Equipment (PPE)

The residual values and estimated useful life of PPE are assessed by the technical team at each reporting date by taking into account the nature of asset, the estimated usage of the asset, the operating condition of the asset, past history of replacement and maintenance support. Upon review, the management accepts the assigned useful life and residual value for computation of depreciation/amortisation. Also, management judgement is exercised for classifying the asset as investment properties or vice versa.

Current tax

Calculations of income taxes for the current period are done based on applicable tax laws and management’s judgment by evaluating positions taken in tax returns and interpretations of relevant provisions of law.

Deferred Tax Assets

Significant management judgment is exercised by reviewing the deferred tax assets at each reporting date to determine the amount of deferred tax assets that can be retained / recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Fair value

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

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Impairment of Trade Receivables

The impairment for trade receivables are done based on assumptions about risk of default and expected loss rates. The assumptions, selection of inputs for calculation of impairment are based on management judgment considering the past history, market conditions and forward looking estimates at the end of each reporting date.

Impairment of Non-financial assets (Property, Plant and Equipment)

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budgets. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company.

Defined Benefit Plans and Other long term benefits

The cost of the defined benefit plan and other long term benefits, and the present value of such obligation are determined by the independent actuarial valuer. An actuarial valuation involves making various assumptions that may differ from actual developments in future. Management believes that the assumptions used by the actuary in determination of the discount rate, future salary increases, mortality rates and attrition rates are reasonable. Due to the complexities involved in the valuation and its long term nature, this obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

3 Significant Accounting Policies

a) Current versus non-current classification

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set-out in the Act. Deferred tax assets and liabilities are classified as non-current assets and non-current liabilities, as the case may be.

b) Fair value measurement

The Company has applied the fair value measurement wherever necessitated at each reporting period.

Fair value is the price that would be received to sell an asset or paid to transfer a

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liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• i) In the principal market for the asset or liability;

• ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non - financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and the best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 : Quoted (unadjusted) market prices in active market for identical assets or liabilities;

• Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

• Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company has designated the respective team leads to determine the policies and procedures for both recurring and non - recurring fair value measurement. External valuers are involved, wherever necessary with the approval of Company’s board of directors. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

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For the purpose of fair value disclosure, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risk of the asset or liability and the level of the fair value hierarchy as explained above. The component wise fair value measurement is disclosed in the relevant notes.

c) Revenue Recognition

Sale of services

Income from sale of services, which comprise of providing complete infrastructure services required to run, maintain, manage and administer software technology park housing sophisticated modules with infrastructure facilities required for Information Technology / Information technology enabled service industry, is recognised when the services are rendered as per the terms of the agreement and when no significant uncertainty as to its determination or realisation exists.

The modules are provided with complete facilities like air conditioning, uninterrupted power supply, generators etc. internet connectivity to offer seamless end to end infrastructure facility required by an Information Technology / Information technology enabled service industry Company to run its business. Elnet has also set up a permanent establishment to maintain these facilities for its customers to ensure uninterrupted business activities.

Rental income from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely to increase in line with expected general inflation to compensate for the company’s expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue.

Interest Income

Interest income is recorded using the effective interest rate (EIR) method. EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

Power Generation

Income from Windmill is taken on a monthly basis upon credit given by Tamil Nadu Electricity Board for units generated and Supplied.

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Dividend income

Dividend income is recognized when the company’s right to receive dividend is established by the reporting date, which is generally when shareholders approve the dividend.

d) Property, plant and equipment and capital work in progress

Property, plant and equipment and capital work in progress are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs of a qualifying asset, if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.

Advances paid towards the acquisition of tangible assets outstanding at each balance sheet date, are disclosed as capital advances under other non-current assets and the cost of the tangible assets not ready for their intended use before such date, are disclosed as capital work in progress.”

Derecognition

Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

e) Depreciation on property, plant and equipment

Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life on a straight line method. The depreciable amount for assets is the cost of an asset, or other amount substituted for cost. Residual value for all assets is considered as NIL.

Depreciation is provided on straight line method, over the useful lives specified in Schedule II to the Companies Act, 2013 except for the following items, where useful life estimated on technical assessment, past trends and differ from those provided in Schedule II of the Companies Act, 2013.

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Assets Category Estimated useful life (in years)
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Assets Category	Estimated useful life(inyears)
Fit outs	4.00
Furniture and Fixtures	4.00
Multi Level Car Park	13.50
Ofce Equipments	4.00
Vehicle – Car	4.00

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Depreciation for PPE on additions is calculated on pro-rata basis from the date of such additions. For deletion/disposals, the depreciation is calculated on pro-rata basis up to the date on which such assets have been discarded/sold. Additions to fixed assets, costing 5000 each or less are fully depreciated retaining its residual value.

The residual values, estimated useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

f) Financial Instruments

Financial assets

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Initial recognition and measurement

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities is described below:

Non-derivative financial assets

Subsequent measurement

Financial assets carried at amortised cost

A financial asset is measured at the amortised cost, if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.

For purposes of subsequent measurement, financial assets are classified on the basis of their contractual cash flow characteristics and the entity’s business model of managing them.

Investments in equity instruments of subsidiaries, joint ventures and associates

Investments in equity instruments of subsidiaries, joint ventures and associates are accounted for at cost in accordance with Ind AS 27 Separate Financial Statements.

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Investments in other equity instruments

Investments in equity instruments which are held for trading are classified as at fair value through profit or loss (FVTPL). For all other equity instruments, the Company makes an irrevocable choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). Amounts presented in other comprehensive income are not subsequently transferred to profit or loss. However, the Company transfers the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

Derecognition of financial assets

A financial asset is primarily de-recognized when the contractual rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL and as at amortised cost.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method.

The measurement of financial liabilities depends on their classification, as described below:

Derecognition of financial liabilities

A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference

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in the respective carrying amounts is recognized in the statement of profit or loss.

Derivative financial instruments

The Company does not hold any derivative financial instruments such as foreign exchange forward and options contracts.

Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities could not be measured based on quoted prices in active markets, management uses valuation techniques including the Discounted Cash Flow (DCF) model, to determine its fair value. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is exercised in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.

g) Foreign currency transactions and translations

Transactions and balances

Transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the

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transactions. However, for practical reasons, the Company uses an average rate, if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

h) Taxes

Current income tax

Tax expense recognized in statement of profit and loss comprises the sum of deferred tax and current tax except the ones recognized in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the year end date. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Minimum alternate tax (‘MAT’) credit entitlement is recognized as an asset only when and to the extent there is convincing evidence that normal income tax will be paid during the specified period. In the year in which MAT credit becomes eligible to be recognized as an asset, the said asset is created by way of a credit to the statement of profit and loss and shown as MAT credit entitlement. This is reviewed at each balance sheet date and the carrying amount of MAT credit entitlement is written down to the extent it is not reasonably certain that normal income tax will be paid during the specified period.

Deferred tax is recognized in respect of temporary differences between carrying amount of assets and liabilities for financial reporting purposes and corresponding amount used for taxation purposes. Deferred tax assets on unrealised tax loss are recognized to the extent that it is probable that the underlying tax loss will be utilised against future taxable income. This is assessed based on the Company’s forecast of future operating results, adjusted for significant non-taxable income and expenses and

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specific limits on the use of any unused tax loss. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside statement of profit and loss is recognized outside statement of profit or loss (either in other comprehensive income or in equity).

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

i) Retirement and other employee benefits

Short-term employee benefits

A liability is recognised for short-term employee benefit in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Defined contribution plans

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund and super annuation fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Defined benefit plans

The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

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Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Compensated absences

The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.

Other long term employee benefits

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by the employees up to the reporting date.

j) Leases

The Company as a Lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

The Company as a lessee

The Company’s lease asset classes primarily consist of leases for Land. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases)

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THIRTY SECOND ANNUAL REPORT 2022-23

and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

k) Impairment of non financial assets

The Company assesses at each year end whether there is any objective evidence that a non financial asset or a group of non financial assets is impaired. If any such indication exists, the Company estimates the asset’s recoverable amount and the amount of impairment loss.

An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount. Losses are recognized in Statement of Profit and Loss and reflected in an allowance account. When the Company considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through Statement of Profit and Loss.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash in flows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

l) Provisions, contingent liabilities and contingent asset

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are discounted, if the effect of the time value of money is material, using pre-tax rates that reflects the risks specific to the liability. When discounting is used, an increase in the provisions due to the passage of time is recognised as finance cost.

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These provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Necessary provision for doubtful debts, claims, etc., are made if realisation of money is doubtful in the judgement of the management.

Contingent liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. Contingent liabilities are disclosed separately.

Show cause notices issued by various Government authorities are considered for evaluation of contingent liabilities only when converted into demand.

Contingent assets

Where an inflow of economic benefits is probable, the Company discloses a brief description of the nature of the contingent assets at the end of the reporting period, and, where practicable, an estimate of their financial effect. Contingent assets are disclosed but not recognised in the financial statements.

m) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances with original maturity of less than 3 months, highly liquid investments that are readily convertible into cash, which are subject to insignificant risk of changes in value.

n) Cash Flow Statement

Cash flows are presented using indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

Bank borrowings are generally considered to be financing activities. However, where bank overdrafts which are repayable on demand form an integral part of an entity’s cash management, bank overdrafts are included as a component of cash and cash equivalents for the purpose of Cash flow statement.

o) Earnings per share

The basic earnings per share are computed by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

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THIRTY SECOND ANNUAL REPORT 2022-23

Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.”

3.1 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1st, 2023, as below:

Ind AS 1 - Presentation of Financial Statements: This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and the impact of the amendment is insignificant in the standalone financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors: This amendment has introduced a definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements.

Ind AS 12 - Income Taxes: This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statement.

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- - - -
Total 3,926.89 149.50 4,076.39 220.83 4,297.22 1,479.38 341.29 1,820.67 256.10 2,076.77 2,447.51 2,255.72 2,220.45
Vehicles 65.39 - - 65.39 65.39 61.34 3.84 - 65.18 0.14 65.32 4.05 0.21 0.07
Multi level Car Park 94.99 - 94.99 94.99 77.04 8.08 85.12 0.91 86.03 17.94 9.87 8.95
Photo- copier Machine 0.96 - 0.96 0.96 0.57 0.36 0.93 0.03 0.96 0.39 0.03 0.00
Others 16.26 5.29 - 21.55 9.21 30.76 14.31 1.72 16.03 2.83 18.86 1.95 5.52 11.90
- - - - -
UPS 54.96 54.96 54.96 54.96 54.96 54.96
tioners 94.99 11.98 - 106.97 44.86 151.83 67.82 8.42 76.24 9.97 86.21 27.17 30.73 65.63
Air Condi-
7.97 - 0.36 7.74 4.08 4.14 4.05 7.94 4.16
ers 11.79 19.76 20.12 11.82 15.96
Tangible Assets Comput-
891.70 75.75 - 967.45 62.85 554.66 217.43 772.09 141.24 913.33 337.04 195.36 116.97
Fit outs 1,030.30
Furniture & Fixture 72.77 - 72.77 49.37 122.14 70.94 1.15 72.09 2.02 74.11 1.83 0.68 48.03
Electrical Fittings 296.72 - - 296.72 42.08 338.80 156.53 32.03 - 188.56 31.38 219.94 140.19 108.16 118.87
Plant and Machinery 138.17 0.45 - 138.62 138.62 135.04 2.21 - 137.25 0.63 137.88 3.13 1.37 0.74
Buildings 2,164.70 48.06 - 2,212.76 12.10 2,224.86 278.45 61.97 - 340.42 62.82 403.24 1,886.26 1,872.34 1,821.62
Land 23.49 - - 23.49 23.49 - - - - - - - 23.49 23.49 23.49
Particulars
Property, plant and equipment All amounts are in lakhs of Indian Rupees, unless otherwise stated)
Cost as at March 31, 2021 Additions Disposals Cost as at March 31, 2022 Additions Disposals Cost as at March 31, 2023 Depreciation/Amortisation As at March 31, 2021 Charge for the year Disposals As at March 31, 2022 Charge for the year Disposals As at March 31, 2023 Net Block As at March 31, 2021 As at March 31, 2022 As at March 31, 2023
4 a. Note: IND AS 116 - Right to use assets:
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131

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

5 Capital Work in Progress Capital work in progress	As at March 31, 2023 As at March 31, 2022 -* 10.49
	- 10.49

5.1 Capital Work in Progress (CWIP) ageing Schedule

As at March 31, 2023

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Particulars Amount in CWIP for a period of
Less than 1-2 years 2-3 years More than Total
1 year 3 years
- - - - -
Projects in progress
Total - - - - -
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As at March 31, 2022

Particulars	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of
	Less than 1 year	1-2 years	2-3 years	More than 3 years	Total
Projects in progress	10.49	-	-	-	10.49
Total	10.49	-	-	-	10.49

6 Non-current assets - Financial Assets: Investments Investments in Equity shares in Others FVTOCI Trade Unquoted 3,025,300 Equity Shares (As at March 31, 2022 3,025,300) of Rs.10 each fully paid up in IG3 Infra Ltd (Formerly known as Indian Green Grid Group Ltd) Total non-current investments Aggregate amount of unquoted investments	As at March 31, 2023 As at March 31, 2022 423.54 423.54
	423.54 423.54
	302.53 302.53

132

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)
7 Other non-current fnancial assets (Unsecured, considered good) Land Lease Deposit Security deposit with electricity and other departments Bank Deposits with more than 12 months maturity Total 8 Income Tax Assets (Net) Advance tax and tax deducted at source (net) 9 Other Non Current Assets (Unsecured, considered good) Capital Advance Lease Prepayments 10 Current assets - Financial Assets: Trade receivables Unsecured - Considered good - Credit Impaired Less-Allowance for doubtful receivables Total	As at March 31, 2023 As at March 31, 2022 9.33 8.67 57.58 60.46 6,560.00 5,030.00
	6,626.91 5,099.13 16.48 6.94
	16.48 6.94
	- 19.09 804.79 817.03
	804.79 836.12
	267.44 212.04 - - (25.46) (7.00)
	241.99 205.04

133

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

Trade receivables ageing schedule as on 31 March 2023

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----- Start of picture text -----

Particulars Outstanding for following periods from due date of receipt
Not Less Than 6 Months- 1-2 2-3 More than Total
due 6 Months 1 Year Years years 3 years
(i) Undisputed trade receivable - - 178.52 10.70 40.23 35.58 0.07 265.10
consigered good
- - - - - - -
(ii) Undisputed trade receivable
- which have significant
increase in credit risk
(iii) Undisputed trade receivable - - 1.69 0.65 - - - 2.34
credit impaired
- - - - - - -
(iv) Disputed trade receivable -
considered good
- - - - - - -
(v) Disputed trade receivable
- which have significant
increase in credit risk
- - -
(vi) Disputed trade receivable - (9.29) (10.69) (5.49) (25.47)
credit impaired
(vii) Unbilled revenue - - - - - - -
Total - 180.21 2.06 29.54 30.09 0.07 241.99
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Trade receivables ageing schedule as on 31 March 2022

	Particulars	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt	Outstanding for following periods from due date of receipt
		Not due	Less Than 6 Months	6 Months- 1 Year	1-2 Years	2-3 years	More than 3 years	Total
(i)	Undisputed trade receivable - consigered good	15.00	121.00	5.88	4.28	0.58	-	146.74
(ii)	Undisputed trade receivable - which have signifcant increase in credit risk	-	-	-	-	-	-	-
(iii)	Undisputed trade receivable - credit impaired	-	-	-	-	-	-	-
(iv)	Disputed trade receivable - considered good	-	7.53	28.35	29.42	-	-	65.30
(v)	Disputed trade receivable - which have signifcant	-	-	-	-	-	-	-
(vi)	Disputed trade receivable - credit impaired	-	(0.81)	(3.04)	(3.15)	-	-	(7.00)
(vii)	Unbilled revenue	-	-	-	-	-	-	-
	Total	15.00	127.72	31.19	30.55	0.58	-	205.04

134

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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11 Cash and cash equivalents Balances with banks: On current accounts - Deposits with original maturity of less than three months Cash on hand Total 12 Bank balances other than cash and cash equivalents In fxed deposits (maturing after 3 months within 12 months from end of the reporting date) In earmarked bank accounts Unpaid Dividend Account Total 13 Other fnancial assets (Unsecured, considered good) Interest Accrued but not Due on Deposits 14 Other current assets (Unsecured, considered good) Advances to Suppliers Advances to Employees Compensation deposit receivable Prepaid Expenses Others Total	As at March 31, 2023 As at March 31, 2022 51.84 205.10 950.00 950.00 0.85 1.79
	1,002.69 1,156.89
	2,470.00 2,470.00 16.62 16.31
	2,486.62 2,486.31
	522.49 277.47
	522.49 277.47
	1.17 8.84 0.96 0.95 - - 39.45 20.28 11.54 21.92
	53.12 51.99

135

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

		As at	As at
		March 31, 2023	March 31, 2022
15	Equity Share Capital Authorised Share Capital 5,000,000 (March 31, 2022 : 5,000,000) Equity shares of 10/- each	500.00	500.00
		500.00	500.00
	Issued, Subscribed and paid up Share Capital 4,000,007 (March 31, 2022: 4,000,007) Equity shares of 10/- each	400.00	400.00
		400.00	400.00

Notes:

• a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Equity shares

Particulars	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	No. of Shares	Amount	No. of Shares	Amount
At the beginning of the year	40,00,007	400	40,00,007	400
Add: Changes during the year			-	-
Outstanding at the end of the year	40,00,007	400	40,00,007	400

• (b) There is no movement in the number of equity shares during the year and in the previous year.

• (c) Rights, preferences and restrictions in respect of equity shares issued by the Company are as follows:

• The company has only one class of equity shares having a par value of Rs.10 each. Each holder of Equity shares is entitled to one vote per share rank pari-passu in all respects including voting rights and entitlement to dividend.

• The board of directors at its meeting held on 29th May 2023 has recommended for the dividend of INR 2 per equity share held (Previous year INR 2/- per equity share held) at 20% (previous year 20%) on Equity shares. The recommeded dividend is subject to the approval of shareholders of the Company in the ensuing 32nd Annual General Meeting of the company.

136

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1. In the event of liquidation, shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be proportionate to the number of equity shares held by the shareholder.

(d) Shareholders holding more than 5% of the total share capital

Particulars	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	No. of Shares	Amount	No. of Shares	Amount
Equity shares
Electronics Corporation of Tamil Nadu Ltd	10,40,006	26.00%	10,40,006	26.00%
Stur Technologies Pvt Ltd	4,50,000	11.25%	4,50,000	11.25%
Southern Projects Management Pvt Ltd	2,54,371	6.36%	2,54,371	6.36%
Shanmugam Thiagarajan	3,69,483	9.24%	3,69,483	9.24%

(e) Details of shares held by promoters at the end of the year

S. No		31 March 2023	31 March 2023	31 March 2023	31 March 2022	31 March 2022	31 March 2022
	Promoter name	No. of Shares	% of total shares	% Change during the year	No. of Shares	% of total shares	% Change during the year
1	Electronics Corporation of Tamil Nadu Ltd	10,40,006	26%		10,40,006	26%
2	Stur Technologies Pvt Ltd	4,50,000	11%	-	4,50,000	11%	-
3	Southern Projects Management Pvt Ltd	2,54,371	6%	-	2,54,371	6%	-
4	Shanmugam Thiagarajan	3,69,483	9%	-	3,69,483	9%	-
5	Stur Projects Management Pvt Ltd	1	0%	-	1	0%	-
	Total	21,13,861			21,13,861

137

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

16 Other Equity General Reserve Retained earnings Other Reserves - Capital Subsidy Actuarial movement through Other Comprehensive Income Reserve for equity instruments through Other Comprehensive Income a) General Reserve Balance at the beginning of the year Additions during the year Balance at the end of the year The general reserve is used from time to time to transfer profts from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reseve will not be reclassifed subsequently to Statement of Proft or Loss. b) Retained earnings Balance at the beginning of the year Net proft for the year Dividend Balance at the end of the year Retained earnings represents the Company’s undistributed earnings after taxes. The Board has recommended on 29th May 2023 a dividend of Rs. 2/- per share (20%) subject to the approval of the shareholders at the ensuing 32nd Annual General Meeting.	As at March 31, 2023 As at March 31, 2022 2,912.21 2,912.21 8,832.75 7,543.26 25.75 25.75 1.94 3.02 90.55 89.61
	11,863.20 10,573.85
	2,912.21 2,912.21
	- -
	2,912.21 2,912.21
	7,543.26 6,337.91
	1,369.49 1,261.35
	(80.00) (56.00) 8,832.75 7,543.26

138

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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c) Other Reserves - Capital Subsidy Balance at the beginning of the year Additions during the year Balance at the end of the year As per the provisions of G.O.M.S.No.149 Industries dated April 01,1991 the company was granted a Capital Subsidy in the year 1995 of Rs.25.75 Lakhs. Items included in the reseve will not be reclassifed subsequently to Statement of Proft or Loss. d) Actuarial movement through Other Comprehensive Income Balance at the beginning of the year Additions during the year Balance at the end of the year e) Reserve for equity instruments through Other Comprehensive Income Balance at the beginning of the year Efect of measuring investments at fair value Balance at the end of the year This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income (net of taxes), net of amounts reclassifed to retained earnings when those assets have been disposed of. 17 Other fnancial liabilities Non Cancellable Compensation Deposits Token Deposit Total 17a Other Non Current liabilities Unamortised Interest income Total	As at March 31, 2023 As at March 31, 2022 25.75 25.75 - -
	25.75 25.75
	3.02 2.46 (1.08) 0.56
	1.94 3.02
	89.61 6.76 0.94 82.85
	90.55 89.61
	734.31 350.94 9.64 7.90
	743.95 358.84
	155.08 71.05
	155.08 71.05

139

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

18 Provisions (Non-current) Provision for Employee Benefts Compensated absences (Refer Note 40) Total 19 Deferred Tax Liability/ (Asset) - Net Deferred Tax Liability Deferred Tax created on OCI Items Deferred Tax Asset On Fixed Assets On expenses allowable for tax on payment basis Amortisation of Land Registration Charges Net deferred tax Assets 20 Borrowings (Unsecured) Loans and advances from related parties Stur Technologies Private Ltd Total 21 Trade Payables* Trade Payables Total Outstanding due to micro enterprises and small enterprises Total Outstanding due to creditors other than micro enterprises and small enterprises Total Refer to Note 34 for dues to enterprises as defned under Micro, Small and Medium Enterprises Development Act, 2006 which is on the basis of such parties having been identifed by the management and relied upon by the auditors.	As at March 31, 2023 As at March 31, 2022 1.82 3.57
	1.82 3.57
	30.46 30.60
	30.46 30.60
	14.31 23.55 9.88 2.86 - 12.96
	24.19 39.37
	6.27 (8.77)
	426.34 426.34
	426.34 426.34
	- - 66.94 29.40
	66.94 29.40

140

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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21.1 Trade payable ageing schedule as on 31 March 2023

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----- Start of picture text -----

Particulars Outstanding for following periods from date of transaction
Accrued Not Upto 1-2 2-3 More than Total
expenses clue 1 yeas years years 3 years
(i) MSME - - - - - - -
(ii) Others 66.94 - - - - - 66.94
- - - - - - -
(iii) Disputed dues-MSME
(iv) Disputed dues-Others - - - - - - -
66.94 - - - - - 66.94
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Trade payable ageing schedule as on 31 March 2022

Particulars	Particulars	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction	Outstanding for following periods from date of transaction
		Accrued expenses	Not clue	Upto 1 yeas	1-2 years	2-3 years	More than 3 years	Total
(i)	MSME	-	-	-	-	-	-	-
(ii)	Others	29.40	-	-	-	-	-	29.40
(iii)	Disputed dues-MSME	-	-	-	-	-	-	-
(iv)	Disputed dues-Others	-	-	-	-	-	-	-
		29.40	-	-	-	-	-	29.40

141

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

22 Other fnancial liabilities (other than those specifed above) Cancellable Compensation Deposit Compensation Deposit-maturing in 1 year (Non Cancellable) Unpaid Dividend Interest on disputed dividend (net) Advance from customers Employee benefts payable Security Deposit Total 23 Provisions (Current) Provision for employee benefts Compensated absences (Refer Note 40) Total 24 Other current liabilities Statutory dues payable Gratuity payable (Refer Note 40) CSR Payable Ex-Gratia Payable Sitting Fees Payable Total	As at March 31, 2023 As at March 31, 2022 466.64 161.26 156.90 733.45 16.62 16.31 1.47 1.46 - - 6.85 2.94 6.71 8.41
	655.19 923.83
	0.27 0.67
	0.27 0.67
	35.06 27.63 4.03 3.23 31.94 7.67 - 1.32 -
	80.02 30.86

142

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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25 Revenue from operations Sale of Services Compensation Income Other operating revenues Total 26 Other income Interest Income Other Non-Operating Income (i) Interest Income on Financial instruments measured at amortized cost On Deposits (ii) Interest on Income Tax refund (iii) Other Non-Operating Income comprises of Proft on sale of PPE Miscellaneous Income 27 Employee benefts expense Salaries and Wages Contributions to provident and other funds Staf welfare expenses Total 28 Depreciation and amortisation expense Depreciation of property, plant and equipment Total	For the year ended March 31, 2023 For the year ended March 31, 2022 2,026.15 1,925.86 434.68 282.60
	2,460.83 2,208.46
	594.44 505.88 15.59 8.16
	610.03 514.04
	594.44 500.18 - 5.70
	594.44 505.88
	10.98 4.04 4.61 4.12
	15.59 8.16
	163.66 120.33 12.57 12.15 3.13 10.38
	179.35 142.86
	256.10 341.29
	256.10 341.29

143

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

29 Other expenses Electricity Diesel Water Rent (refer note 37) Repairs and maintenance -Buildings -Machinery -Others Insurance Rates and taxes Communication expenses Travelling and conveyance Printing and stationery Business promotion expenses Legal and professional charges Payments to auditors (refer note a below) Sitting fees to directors Contribution towards Corporate Social Responsibility (refer note b below) Brokerage and Commission Miscellaneous Expenses Provision for doubtful debts Total (a) Payments to auditors For Statutory audit For Tax Audit For Limited reviews	For the year ended March 31, 2023 For the year ended March 31, 2022 266.72 180.40 12.84 5.79 27.43 16.75 12.24 12.24 55.52 41.45 12.98 6.74 81.69 62.16 9.91 9.34 65.60 26.65 2.88 3.01 4.25 15.33 2.47 1.74 26.18 4.24 52.01 45.41 7.00 7.00 8.05 7.49 31.94 28.50 0.45 10.74 5.02 2.59 18.46 7.00
	703.66 494.57
	4.50 4.50 1.00 1.00 1.50 1.50
	7.00 7.00

144

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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(b) Expenditure on Corporate Social Responsibility Amount required to be spent on Corporate Social Responsibility during the year Amount of expenditure during the year on (i) Construction and/ or acquisition of any asset (ii) Other purposes [other than (i) above)] - Donation to Action for rural improvement - Donation to The Spastics Society of Tamilnadu - Donation to Cancer Institute WIA - Donation to Tamil Nadu State Disaster Management Authority Amount of shortfall during the year 30 Finance Costs Implicit interest on security deposits Interest Paid on Income Tax Bank Charges Total 31 Income tax expense (a) Income tax expense Current tax Current tax on profts for the year Adjustments in respect of current income tax of previous year Total current tax expense Deferred tax Deferred tax adjustments Total deferred tax expense/(beneft) Income tax expense	For the year ended March 31, 2023	For the year ended March 31, 2022 28.50
	31.94
		- - - - 28.50
	-
	10.00
	10.00
	11.94
	-
	31.94	28.50
	Nil	Nil
		47.20 2.96 -
	63.84
	-
	0.01
	63.85	50.16
		459.13
	477.27
	4.80
	482.07	459.13 (26.86)
	16.34
	16.34	(26.86)
	498.41	432.27

145

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

(b) Reconciliation of tax expense and accounting proft for the year is as under: Proft before tax Income tax expense calculated 25.17% (Previous Year - 25.17%) (Refer Note 31 (c) below) Tax Efect on non-deductible expenses (Net) Tax Expense as per Statement of Proft and Loss	For the year ended March 31, 2023 For the year ended March 31, 2022 1,867.90 1,693.62 470.15 426.28 28.26 5.99
	498.41 432.27

(c) Movement of deferred tax expense during the year ended March 31, 2023

Deferred tax (liabilities) / assets in relation to:	Opening balance	Recognised in proft or (loss)	Recognised in Other comprehensive income	Closing balance
Property, plant, and equipment and Intangible Assets	23.55	(9.24)	-	14.31
Remeasurement of fnancial instruments under Ind AS	(30.60)	-	0.14	(30.46)
Other temporary diferences	15.82	(5.94)	-	9.88
Total	8.77	(15.18)	0.14	(6.27)

(d) Movement of deferred tax expense during the year ended March 31, 2022

Deferred tax (liabilities) / assets in relation to:	Opening balance	Recognised in proft or (loss)	Recognised in Other comprehensive income	Closing balance
Property, plant, and equipment and Intangible Assets Remeasurement of fnancial instruments under Ind AS Other temporary diferences Total	(4.59) (2.59) 17.09	28.14 - (1.27)	- (28.01) -	23.55 (30.60) 15.82
	9.91	26.86	(28.01)	8.77

146

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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32 Earnings per share

32 Earnings per share
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Proft for the year attributable to owners of the Company	1,369.49	1,261.35 40,00,007 31.53 31.53
Weighted average number of ordinary shares outstanding	40,00,007
Basic earnings per share (Rs)	34.24
Diluted earningsper share(Rs)	34.24
33 Expenditure in foreign currency NIL NIL

34 Disclosures required by the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 are as under

Act, 2006 are as under
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
(a) The principal amount remaining unpaid at the end of the year	-	- - - - -
(b) Delayed payments of principal amount paid beyond the appointed date during the year	-
(c) Interest actually paid under Section 16 of MSMED Act	-
(d) Normal Interest due and payable during the year, for all the delayed payments, as per the agreed terms	-
(e) Total interest accrued during the year and remaining unpaid	-

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management represents the principal amount payable to these enterprises. There are no interest due and outstanding as at the reporting date.

147

THIRTY SECOND ANNUAL REPORT 2022-23 (All amounts are in lakhs of Indian Rupees, unless otherwise stated)

35 Commitments and contingent liabilities

a) Capital Commitments

Commitments and contingent liabilities apital Commitments
	For the year ended March 31, 2023 For the year ended March 31, 2022
Estimated Amount of contracts remaining to be executed on capital account	- -

b. Contingent Liabilities

Claims against the Company not acknowledged as debt

i) Lease Rent:

The Company has received the letter dt.12.08.2021 from Electronics Corporation of Tamil Nadu (ELCOT) on 14.08.2021 demanding interest on delayed payment of Lease deposit amounting to Rs.1273.50 Lakhs for the period starting from the year 2000-01 to 6th August, 2021. The management based on it’s assessment and legal advice obtained is confident of the outcome of the matters in it’s favour and hence no provision is required.

ii) Service Tax:

During the Financial Year 2020-21 , the Company has received service tax demand order passed by additional commissioner of GST and Central Excise for Rs. 136.59 lakhs on treating reimbursement of electricty charges as taxable services for the period from May 2015 to June 2017. The Company has filed appeal before Divisional Bench of CESTAT in July’21 and the matters is pending to be heard. The management based on it’s assessment and legal advice obtained is confident of the outcome of the matters in it’s favour.

148

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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36 Leases

(i) The company as a lessee

(Refer Note 4(a))

Amounts recognised in statement of Profit and Loss account

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Variable lease payments	12.24	12.24

(b) The company as a lessor

• (i) Operating leases relate to the properties owned by the company with lease terms of between 1 to 5 years, with an option to extend for further period. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. The lessee does not have an option to purchase the property at the expiry of the lease period.

(ii) Amounts recognised in statement of Profit and Loss account

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Lease Income for OperatingLeases	2,026.15	1,925.86

(iii) Maturity analysis on lease payments receivable.

Future minimum lease payments under non-cancellable operating leases	As at March 31, 2023	As at March 31, 2022
Not later than 1 year	1,657.82	1,125.35 1,450.30 -
Later than 1 year but not later than 5 years	3,556.68
Later than 5years	-

149

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

37 Related party disclosure

a) List of parties having significant influence

a)	Holding company	The Company does not have any holding company
b)	Entity having signifcant Infuence	Electronics Corporation of Tamil Nadu Ltd (ELCOT)
c)	Other Enterprises with which promoter has signifcant infuence	IG3 Infra Ltd Stur Technologies Pvt Ltd
d)	Key management personnel	Thirumathi Unnamalai Thiagarajan
		Thirumathi D Indumathi w.e.f 13.02.2023
		Ritesh Mishra w.e.f 13.02.2023

b) Transactions during the year

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----- Start of picture text -----

S. Nature of transactions Year ended Year ended
No. March 31, 2023 March 31, 2022
1 Electronics Corporation of Tamil Nadu Ltd
(ELCOT)
(Sitting Fees) 1.05 1.12
2 Thirumathi Unnamalai Thiagarajan
(Remuneration) 14.00 14.00
S. Nature of transactions Year ended Year ended
No. March 31, 2023 March 31, 2022
3 Thirumathi D Indumathi
Remuneration 1.03 -
Contribution to PF and Other Funds 0.06 -
4 Ritesh Mishra
Remuneration 1.17 -
Contribution to PF and Other Funds 0.07 -
5 Thirumathi E Kamakshi
Remuneration 8.96 14.87
Contribution to PF and Other Funds 0.67 1.22
6 Selvi Divya Raj Gupta
Remuneration 7.05 5.90
Contribution to PF and Other Funds 0.45 0.36
----- End of picture text -----

150

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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c) Balances outstanding at the end of the year

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----- Start of picture text -----

S. Nature of transactions Year ended Year ended
No. March 31, 2023 March 31, 2022
1 Electronics Corporation of Tamil Nadu Ltd
(ELCOT)
Deposit given for leasehold land 1,103.25 1,103.25
(At Face Value )
2 Stur Technologies Pvt Ltd
Unsecured Loans 426.34 426.34
Interest on disputed dividend 1.46 1.46
----- End of picture text -----

d) Investment in Equity shares (At cost)

S. No.	Nature of transactions	Year ended March 31, 2023	Year ended March 31, 2022
1 ~~I~~	IG3 Infra Ltd (Formerly Indian Green Grid GroupLtd) ~~I~~	302.53	302.53

151

THIRTY SECOND ANNUAL REPORT 2022-23 (All amounts are in lakhs of Indian Rupees, unless otherwise stated)

38 Financial Instruments

Capital management

The Company’s capital management objective is to maximise the total shareholder return by optimising cost of capital through flexible capital structure that supports growth. Further, the Company ensures optimal credit risk profile to maintain/enhance credit rating.

For the purposes of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

The following table summarises the capital of the Company:

Particulars	As at March 31, 2023	As at March 31, 2022
Equity	12,263.20	10,973.85 426.34 1,156.89 (730.55) (6.66)
Debt	426.34
Cash and cash equivalents	1,002.69
Net debt	(576.35)
Net Debt to Equity ratio	(4.70)

Fair Value Measurments

The following table shows the carrying amounts and fair values of financial assets and financial liabilities including their levels in fair value hierarchy.

Categories of Financial Instruments

Categories of Financial Instruments
Particulars	March 31, 2023	March 31, 2022
Financial assets		5,099.13 205.04 1,156.89 2,486.31 277.47 - 423.54
a. Measured at amortised cost
Other non-current fnancial assets	6,626.91
Trade receivables	241.99
Cash and cash equivalents	1,002.69
Bank balances other than above	2,486.62
Other current fnancial assets	522.49
b. Mandatorily measured at fair value through proft or loss (FVTPL)
Investments - Level 1	-
c. Mandatorily measured at fair value through other Comprehensive Income (FVTOCI)
Investments - Level 2	423.54

152

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Particulars	March 31, 2023	March 31, 2022
Financial liabilities		426.34 358.84 29.40 923.83
a. Measured at amortised cost
Borrowings	426.34
Other non-current fnancial liabilities	743.95
Trade payables	66.94
Other fnancial liabilities	655.19

Financial risk management objectives

The Company’s activities expose it to a variety of financial risks, credit risks, liquidity risks and market risks.

The Company’s board of directors has overall responsibility for the establishment and oversight of the risk management framework.

The Risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks and adhere to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and company’s activities. The company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control enviornment in which all employees understand their roles and obligations.

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company’s activities do not have any exposure to such risks.

Foreign currency risk management & Sensitivity Analysis

The Company’s operations do not involve transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations does not arise. Accordingly, the Company does not have any exposure to such risks.

There are no hedged or unhedged foreign currency exposure outstanding as at March 31, 2023 & March 31, 2022.

Interest rate risk management & Sensitivity Analysis

The Company has only interest free short term borrowings and accordingly is not exposed to interest rate risk.

153

THIRTY SECOND ANNUAL REPORT 2022-23 (All amounts are in lakhs of Indian Rupees, unless otherwise stated)

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is not subject to major credit risk as the majority of its trade receivables are covered by means of interest free security deposit taken at the inception of the agreement.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity investments.

(a) Trade Receivables

Trade receivables are consisting of a large number of customers. The Company has credit evaluation policy for each customer and, based on the evaluation, credit limit of each customer is defined. Wherever the Company assesses the credit risk as high, the exposure is backed by security deposits taken at the time of entering into agreement with the customers.

The Company does not have higher concentration of credit risks to a single customer. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

(b) Investments, Cash and Cash Equivalents and Bank Deposits

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.

Investments of surplus funds are made only with approved Financial Institutions/ Counterparty. Investments primarily include investment in units of quoted Mutual Funds,etc. These Mutual Funds and Counterparties have low credit risk.

Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carry minimal mark to market risks.

154

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Liquidity tables

The following tables detail the Company’s remaining contractual maturity for its nonderivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

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----- Start of picture text -----

As at March 31, 2023 Due in 3 Due in 3 Due in 1st Due after Total
months months to to 5th year 5th year Carrying
1st year amount
----- End of picture text -----

As at March 31, 2023	Due in 3 months	Due in 3 months to 1styear	Due in 1st to 5th year	Due after 5th year	Total Carrying amount
Borrowings Trade payables Cancellable & Non Cancellable Deposits Other fnancial liabilities	426.34 66.94 490.31 6.71	- - 69.95 24.94	- - 807.22 -	- - - -	426.34 66.94 1,367.49 31.65
	990.30	94.88	807.22	-	1,892.41
As at March 31, 2022	Due in 3 months	Due in 3 months to 1styear	Due in 1st to 5th year	Due after 5th year	Total Carrying amount
Borrowings Trade payables Cancellable & Non Cancellable Deposits Other fnancial liabilities	426.34 29.40 716.11 8.41	- - 185.84 20.71	- - 351.59 -	- - - -	426.34 29.40 1,253.54 29.12
	1,180.26	206.55	351.59	-	1,738.40

1,180.26 206.55	351.59	- 1,738.40
	March 31, 2023	March 31, 2022 Nil
Fair value of fnancial assets and fnancial liabilities that are not measured at fair value(but fair value disclosures are required):	Nil

39 Operating Segments

The company is engaged in the business of ‘Developing and maintaining integrated software technology parks’ and therefore, has only one reportable segment in accordance with Ind AS 108 ‘Operating Segments’. The Company’s revenue is generated only within India and all operating assets are also located only in India. Accordingly, no disclosure relating to geographical location is applicable.

155

THIRTY SECOND ANNUAL REPORT 2022-23 (All amounts are in lakhs of Indian Rupees, unless otherwise stated)

40 Employee benefit obligation

The Company has in accordance with the IND AS -19 ‘Employee Benefits’ calculated various benefits provided to employees as under:

Defined contribution plans

The total expense recognised in profit or loss of Rs.12.57 lakhs (for the year ended March 31, 2022: Rs. 12.15 lakhs) represents contribution paid to these plans by the Company at rates specified in the rules of the plan.

Defined benefit plans

In respect of Gratuity plan and Compensated absences plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as on March 31, 2023. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit cost method. The following table sets forth the status of the Gratuity Plan & Compensated absences plan of the Company and the amount recognised in the Balance Sheet and Statement of Profit and Loss. The Company provides the gratuity benefit through annual contributions to insurer managed funds.

These plan typically expose the Company to actuarial risks such as: investment risk, interest rate risk, demographic risk and salary risk.

Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:

The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be.

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Demographic risk:

The company has used certain mortality and attrition assumptions in valuation of the liability. The company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

156

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Salary risk:

The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.

In respect of the plan in India, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2023 by Mr.Srinivasan Nagasubramanian, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

No other post-retirement benefits are provided to these employees.

(a) Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including dearness Allowance if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been adopted.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Mortality Table Indian Assured Indian Assured
Lives (2006-08) Lives (2006-08)
Ultimate Ultimate
Discount Rate 7.55% p.a. 7.10% p.a.
Rate of increase in compensation level 10.00% p.a. 10.00% p.a.
Employee Attrition rate 10.00% p.a. 10.00% p.a.
Rate of Return on Plan Assets 7.10% p.a. 7.16% p.a.
----- End of picture text -----

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

157

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

Amounts recognised in total comprehensive income in respect of these Gratuity plan is as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Current service cost 1.02 1.87
Net interest expense 0.70 0.78
Return on plan assets (excluding amounts (0.53) (0.46)
included in net interest expense)
1.19 2.19
Components of defined benefit costs
recognised in profit or loss
Particulars March 31, 2023 March 31, 2022
Remeasurement on the net defined benefit
liability comprising:
Actuarial (gains)/losses recognised during 1.44 (0.56)
the period
Components of defined benefit costs recognised 1.44 (0.56)
in other comprehensive income
----- End of picture text -----

• (i) The current service cost and the net interest expense for the year are included in the 'employee benefits expense' in profit or loss.

• (ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.

The amount included in the balance sheet arising from the Company's obligation in respect of its Gratuity plan is as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
9.20 13.03
Present value of defined benefit obligation
Fair value of plan assets (5.17) (9.80)
4.03 3.23
Net liability/ (asset) arising from defined benefit
obligation
Funded 4.03 3.23
4.03 3.23
----- End of picture text -----

158

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Movements in the present value of the defined benefit obligation in the current year

were as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
13.03 10.93
Opening defined benefit obligation
Current service cost 1.02 1.87
Interest cost 0.70 0.78
Actuarial (gains)/losses 0.88 (0.56)
Benefits paid (6.43) -
9.20 13.02
Closing defined benefit obligation
----- End of picture text -----

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----- Start of picture text -----

Movements in the fair value of the plan assets in the current year were as follows:
Particulars March 31, 2023 March 31, 2022
Opening fair value of plan assets 9.79 3.53
Return on plan assets 0.53 0.46
Contributions 1.84 5.80
Benefits paid (6.43) -
Actuarial gains/(loss) (0.56) -
Closing fair value of plan assets 5.17 9.79
----- End of picture text -----

Sensitivity Analysis

Sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods of assumptions used in preparing the sensitivity analysis from prior years.

159

THIRTY SECOND ANNUAL REPORT 2022-23

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

Maturity profile of benefit payments

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----- Start of picture text -----

Incidence of Payment March 31, 2023
By the end of First Year 40,301
Between Year 1 and Year 2 32,690
Between Year 2 and Year 3 26,796
Between Year 3 and Year 4 26,009
Between Year 4 and Year 5 25,289
Between Year 5 and Year 10 3,90,003
----- End of picture text -----

(b) Compensated absences

The compensated absences scheme is a final salary defined benefit plan, that provides for a lumpsum payment at the time of separation; based on scheme rules the benefits are calculated on the basis of last drawn salary and the leave count at the time of separation and paid as lumpsum.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Mortality Table Indian Assured Indian Assured
Lives (2006-08) Lives (2006-08)
Ultimate Ultimate
Discount Rate 7.15% p.a. 7.10% p.a.
Rate of salary escalation 10.00% p.a. 10.00% p.a.
Employee Attrition rate 10.00% p.a. 10.00% p.a.
----- End of picture text -----

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

160

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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Amounts recognised in total comprehensive income in respect of these defined benefit plans are as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Current service cost 0.26 1.42
Net interest expense 0.12 0.24
Actuarial (gains)/losses recognised (0.73)
during the period
Return on plan assets (excluding amounts
included in net interest expense)
0.38 0.93
----- End of picture text -----

Components of defined benefit costs recognised in total comprehensive income

The amount included in the balance sheet arising from the Company's obligation in respect of its defined benefit plans is as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
2.09 4.23
Present value of defined benefit obligation
Fair value of plan assets - -
2.09 4.23
Net liability/ (asset) arising from defined benefit
obligation
Unfunded 2.09 4.23
----- End of picture text -----

The above provisions are reflected under 'Provision for employee benefits- Compensated Absences (Long and short-term provisions) [Refer note 18 and 23].

Movements in the present value of the defined benefit obligation in the current year were as follows:

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
4.24 3.37
Opening defined benefit obligation
Current service cost 0.26 1.42
Interest cost 0.12 0.24
Actuarial (gains)/losses - (0.73)
Benefits paid (2.52) (0.06)
2.10 4.24
Closing defined benefit obligation
----- End of picture text -----

161

THIRTY SECOND ANNUAL REPORT 2022-23 (All amounts are in lakhs of Indian Rupees, unless otherwise stated)

As the Company does not have any plan assets, the movement of present value of defined benefit obligation and fair value of plan assets has not been presented.

Sensitivity Analysis

Sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods of assumptions used in preparing the sensitivity analysis from prior years.

41 Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.

42 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956

S. No	Name of struck of Company	Nature of transactions with struck-of Company	Relationship with the Struck of company, if any	Balance outstanding as at current period	Balance outstanding as at previous period
1	J A Financial and Management Consultants Private Limited	Shares held by struck of company	Shareholder	15 shares	15 shares
2	Vaishak Shares Limited	Shares held by struck of corn pang	Shareholder	1 share	1 share

43 The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

162

(All amounts are in lakhs of Indian Rupees, unless otherwise stated)

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44. The financial statements were approved for issue by the Board of Directors on 29th May 2023

• 45 The figures for the previous year have been reclassified/regrouped wherever necessary for better understanding and comparability

46 Key Financial Ratios

Key financial ratios with details of significant changes in FY 2022-23 compared to FY 2021-22 is as follows

Particulars	FY 2022-23	FY 2021-22	Change	Reason for change
Trade Receivables ratios (in times)	11.01	8.60	28.05%	Due to increase in revenue
Net Capital Turnover Ratio	0.80	0.80	0.0015	Due to increase in revenue and increase in working capital
Current ratio (in times)	3.51	2.96	0.18	Due to increase in current Liabilities
Debt equity ratio (in times)	0.03	0.04	(0.11)	Due to increase in Inter-corporate loans from relatedparty
Return on equity(%)	11.17%	11.49%	-2.84%	Due to decrease in profts in the current year
Net proft margin (%)	55.65%	57.11%	-2.56%	Due to decrease in profts in the current year
Debt service coverage ratio (in times)	396%	388%	2.22%	Due to increase in Earnings
Return on capital employed (%)	15%	15%	-0.48%	Due to decrease in profts in the current year

For and on behalf of the Board of Directors of

Elnet Technologies Limited

G. Chellakrishna S. Kirubanandan Director Director DIN:01036398 DIN:08952166

Unnamalai Thiagarajan Managing Director DIN:00203154

As per our Report of even date

For Selvam & Suku

Chartered Accountants Firm Registration Number: 003701S

Revathy S Partner Membership No. 250134 Date: 29/05/2023 Place: Chennai

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ELNET SOFTWARE CITY TS 140, Block No. 2 & 9, Rajiv Gandhi Salai, Taramani Chennai 600 113 Phone : +91-44-2254 1793 Fax : +91-44-2254 1955 e-Mail : elnetcity@gmail.com Website : www.elnettechnologies.com CIN : L72300TN1990PLC019459