E2E Networks Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

The Directors have immense pleasure in presenting the 14^th Annual Report on the business and operations of your Company, along with the Audited Financial Statements, for the Financial year ended on March 31, 2023.

FINANCIAL SUMMARY OF OPERATIONS

The financial performance during the Financial Year 2022-23 is summarized below:

(Amount in INR Lakhs)
Particulars	Standalone
	FY 2022-23	FY 2021-22
Revenue from operations	6620.18	5187.34
Total Expenditure other than finance cost and depreciation	3313.96	2893.01
Earnings before Interest, Tax and Depreciation (EBITDA)	3306.22	2294.33
Other Income	76.01	35.51
Depreciation	2011.15	1782.64
Finance Costs	47.46	18.60
Profit/(Loss) before tax (PBT)	1323.62	528.60
Current Tax	314.80	-
Deferred Tax	17.83	(116.50)
Net Profit for the Year (PAT)	990.99	645.10
Other Comprehensive Income	25.54	487.89
Total comprehensive income for the period/year	1016.53	1132.99
Basic EPS (in INR)	6.85	4.46
Diluted EPS (in INR)	6.77	4.44

The Revenue from operations of the Company for the year ended March 31, 2023, was INR 6620.18 Lakhs as compared to INR 5187.34 Lakhs during the previous year ended March 31, 2022, indicating an increase in revenue by 27.62%.

The profit for the year under review was INR 990.99 Lakhs as compared to the profit of INR 645.10 Lakhs for the previous year.

During FY 2022-23, your Company continued to invest in enhancing capabilities of its public cloud platform focussing on the increased requirements for AI/ML and DL workloads. The continued focus on customer success has yielded an increase in revenue.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms a part of this report.

FUTURE PROSPECTS

As per the Avendus Report from May 2023 titled “Data Centres: Powering Digital India” India continues to have a robust investment and demand environment for data center capacity measured in megawatts and expected to be more than doubled from the current capacity of nearly 800 MWs to nearly 1700 MWs by Mar 2025. A lot of this demand for data center capacity is now driven by Cloud GPU infrastructure required by economies betting on AI/ML and Deep Learning.

Demand environment driven by AI/ML/DL workloads:

1. Various Sectoral and National Data Protection Imperatives to take part in global AI/ML/DL race there is a lot of funding focussed on AI/Deep Tech/Innovation missions and from investors in expected. Data as the new oil and could lead to a source of competitive advantage for India. India as a country is very rich in data due to the vast size of its population and as an early adopter of Digital Public Infrastructure (DPI) and combined with revolutionary increase in access to broadband for the majority of its population via 4G/5G infrastructure.

2. Large innovation investors are seeing some efficiency in deployment of Cloud GPU capacity for workloads for use in pre-investment engagements.

3. Higher Education and Research continues to play a deep role in Large Language Model research into more Indian languages.

4. Enterprises, Mature Startups and AI First Innovative companies

A healthy growth is expected in demanding AI/ML/DL workloads running on Accelerated Computing Platforms is expected from all the above.

Our expertise in Cloud GPU technology and its commitment to driving AI innovation positions it favourably for sustained growth. We have showcased our ability to thrive in a competitive environment, through our focused strategic vision, and a customer-centric approach.

Our sales cycle is driven by customer trials of our Cloud Platform, the more capacity deployment helps us in more sales and towards that end we are organizing more debt funding in the near term. To that end the plan is to ramp up investments into Server/Networking and Accelerated Computing hardware and its deployment into the Cloud Platform to increase its capacity. The increased capacity would allow us to pursue additional recurring revenue opportunities.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS

Your Company provides accelerated Cloud which supports machine learning applications and other critical workloads. Our cloud infrastructure is used for workloads in various fields ranging from Data Science, NLP, Computer Vision / Image Processing, various digital native workloads and traditional enterprise workloads. We provide Cloud infrastructure services through our cloud platform which can be accessed via our self-service portal available at link https://myaccount.e2enetworks.com. Our self-service public cloud platform enables rapid deployment of compute workloads. It enables Customers to provision/manage and monitor Linux/Windows/GPU Cloud Machines with high performance CPU, large memory (RAM) or Smart Dedicated Compute featuring dedicated CPU cores. Our compute instances are available from Indian data centers located at Noida and Mumbai ensuring data locality for India centric computing workloads.

Compared to INR 4.9 Crores in March 2022, the monthly recurring revenue increased to INR 6.1 Crores in March 2023. Your Company continues to build additional Cloud Capacity with a view to be able to have more customers trying out its services via proof-of-concept trials and eventually converting into customers.

LISTING INFORMATION

In the fiscal year ending on March 31, 2023, the Company successfully migrated to the National Stock Exchange''s Main Board. This decision was made by the Board of Directors during a meeting held on January 7, 2022. The transition from the NSE SME EMERGE platform to the NSE Main Board was approved by the shareholders through a Postal Ballot on February 17, 2022. Following this, the requisite application for migration was submitted to the NSE, which granted approval for listing and trading on the NSE Main Board with effect from April 12, 2022.

The company has duly paid the Listing Fee for the financial year 2022-23 and 2023-24 to the NSE. The Company''s ISIN (International Securities Identification Number) is INE255Z01019.

COMPANY''S WEBSITE

The website of your Company https://www.e2enetworks.com/ displays the Company''s business operations up-front on the home page. The site carries a comprehensive database of information of all the products and services offered by the Company including other information for investors like the Financial Results of your Company, Shareholding Pattern, Directors & Senior Management personnel''s profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 (hereinafter referred as “the Act”) and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “SEBI LODR Regulations”) have been uploaded on the website.

DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any Equity shares lying in the Demat Suspense/Unclaimed Suspense Account.

CORPORATE GOVERNANCE

Your Company''s Corporate Governance philosophy is governed by its commitment to run its businesses in a legal, ethical and transparent manner - a dedication that comes from the top management and is imbibed throughout the organisation. The Company believes that sound corporate governance is critical in enhancing and retaining investor trust. T ransparency, accountability, fairness and intensive communication with stakeholders are integral to our functioning.

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance for the financial year ended March 31, 2023.

A detailed report on Corporate Governance along with the Certificate from MAKS & Co., Company Secretaries [FRN P2018UP067700], confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the SEBI LODR Regulations forms an integral part of this Report.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended any dividend for the financial year ended March 31, 2023. Accordingly, there has been no transfer to general reserves.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year under review.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, your Company does not have any subsidiary, joint-venture, or associate companies.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, there is no change in Authorized Share Capital of the Company, and it stood at INR 16,50,00,000/- (Indian Rupees Sixteen Crores and Fifty Lakhs Only) divided into 1,65,00,000 (One Crore and Sixty-Five Lakhs ) Equity Shares of INR 10/- (Indian Rupees Ten Only) each as on March 31, 2023.

The issued and paid-up capital of the Company is at INR 14,47,51,260 (Indian Rupees Fourteen Crores Forty-Seven Lakhs Fifty-One Thousands Two Hundreds and Sixty Only) divided into 1,44,75,126 (One Crore Forty-Four Lakhs Seventy-Five Thousands One Hundred and Twenty Six ) Equity Shares of face value of INR 10/- (Indian INR Ten Only) each as on March 31, 2023.

Your Company has neither issued any equity shares with differential voting rights as to dividend, voting or otherwise nor has issued any sweat equity shares to the employees or Directors of the Company, under any scheme during the year under review. Your Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

EMPLOYEE STOCK OPTION PLANS/SCHEMES

The Employee Stock Option Scheme of the Company aims to give benefit to eligible employees with a view to attract and retain the best talent, encourage employees to align individual performance with company objectives, and promote their increased participation and involvement in the growth of the Company.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia administers and monitors the Employee Stock Option Schemes of the Company i.e. E2E ESOS Scheme 2018 and E2E Networks Limited Employees Stock Option Scheme - 2021 in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).

The disclosures as required under Regulation 14 of SBEB Regulations, is available on website of the Company at: https://www.e2enetworks.com/investors/employee-stock-option-schemes

The certificate from the Secretarial Auditors of the Company, that the Scheme has been implemented in accordance with the SBEB Regulations and the resolutions passed by the members of the company, shall be uploaded on the website of the Company i.e. https://www.e2enetworks.com/ and shall be available for inspection by members in electronic mode during the Annual General Meeting of the Company.

CREDIT RATING

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board Diversity Policy of your Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to your Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company.

The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and woman director in compliance with the applicable provisions of the Act and SEBI LODR Regulations.

During the year under		review, there have been following changes amongst the directors of the Company:-
Sr. No.	Name of Director	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1	Mr. Gaurav Munjal	The tenure of Mr. Gaurav Munjal, Non-Executive Independent Director of the Company was ended on 8th February, 2023. However, he was re-appointed as Non-Executive Independent Director of the Company for a second and final term of 5 consecutive years w.e.f 9th February, 2023 to 8th February, 2028.	9th February, 2023
2	Mr. Varun Pratap Rajda	The tenure of Mr. Varun Pratap Rajda, Non-Executive Independent Director of the Company was ended on 8th February 2023. However, he was re-appointed as Non-Executive Independent Director of the Company for a second and final term of 5 consecutive years w.e.f 9th February, 2023 to 8th February, 2028.	9th February, 2023
3	Mrs. Srishti Baweja	The previous tenure of Mrs. Srishti Baweja as Whole Time Director of the Company was ended on January 30, 2023.	31st January, 2023
		On the recommendation of Nomination and Remuneration Committee (“NRC”) and on the proposal of the Board, the Shareholders of the Company at their 13 th Annual General Meeting (“AGM”) held on 24th August, 2022 re-appointed Mrs. Srishti Baweja as Whole Time Director of the Company for a further term of three years commencing from 31st January, 2023 to 30th January, 2026.
4	Mr. T arun Dua	The previous tenure of Mr. Tarun Dua as Managing Director of the Company was ended on January 30, 2023.	31st January, 2023
		On the recommendation of NRC and on the proposal of the Board, the shareholders of the Company at their 13th AGM held on 24th August, 2022 re-appointed Mr. Tarun Dua as Managing Director of the Company for a further term of three years commencing from 31st January, 2023 to 30th January, 2026.

Further, the following re-appointments are proposed in ensuing AGM:-
Sr. No.	Particulars	Details
1	Re-appointment of Mrs. Srishti Baweja, Retire by Rotation	Pursuant to the provisions of Section 152(6) and other applicable provisions of the Act, Mrs. Srishti Baweja (DIN: 08057000), Whole-time Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Based on the recommendation of NRC, the Board recommends her re-appointment to the shareholders for her approval in the ensuing AGM.
2	Re-appointment of Mr. Naman K. Sarawagi as the Non-Executive Independent Director	Based on the recommendation of the NRC, the Board of Directors of the Company at it''s meeting held on 28th August, 2023 have approved the re-appointment of Mr. Naman K. Sarawagi (DIN 05295642) as NonExecutive Independent Director for a second and final term of 5 consecutive years subject to the approval of the Shareholders. The Company has received a Notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of the Director, Mr. Naman K. Sarawagi has submitted a declaration that he meets the criteria for Independence as provided in Section 149(6) of the Act and the rules made thereunder and SEBI LODR Regulations. In the opinion of the Board they possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity and he is independent of management. The Board of Directors recommends the re-appointment of Mr. Naman K. Sarawagi (DIN 05295642) as the Non-Executive Independent Director for a second term of five consecutive years w.e.f. February 18, 2024 to February 17, 2029, to the shareholders for their approval in the ensuing AGM.

The brief resume of Mrs. Srishti Baweja and Mr. Naman K. Sarawagi along with other relevant details like nature of their expertise and other directorships/committee memberships held by them, as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by ICSI, form part of Notice convening the 14^th AGM.

Further, they have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority. KEY MANAGERIAL PERSONNEL

The details of Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2023 and details of changes during the FY 2022-23 are as follows:-

S. No.	Name	Designation
1	Mr. Tarun Dua	Chairman & Managing Director
2	Mrs. Srishti Baweja	Whole Time Director
3	Mr. Megha Raheja	Chief Financial Officer
4	Mrs. Neha Baid*	Company Secretary
5	Mrs. Richa Gupta**	Company Secretary

* Resigned w.e.f. February 7,2023.

** Appointed w.e.f February 7, 2023.

Apart from this, during the year under review, there is no other change in Key Managerial Personnel.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANY''S CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation 16(1)(b) of the SEBI LODR Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

Further, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence

It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2023, have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has taken the certificate from MAKS & Co., Company Secretaries [FRN P2018UP067700], that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate forms part of Corporate Governance Report..

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and are independent of management.

STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the SEBI LODR Regulations.

BOARD MEETINGS

During the year under review, the Board of the Company met 5 times viz. April 30, 2022; May 27, 2022; July 25, 2022; November 2, 2022; and February 7, 2023. The gap between two Board Meetings did not exceed one hundred and twenty days. The Composition of the Board and the attendance of each Director in the Board Meetings and last AGM held on August 24, 2022 are provided in the Corporate Governance Report which forms integral part of this Report.

BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governance practices of the Company and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters as and when required. All observations, recommendations and decisions of the Committees are placed before the Board for information, noting or approval.

As on March 31, 2023, the following Committees have been constituted in terms of the Act and the SEBI LODR Regulations: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Borrowing Committee

The Composition of the Committees and the attendance of each Director in the Committee Meetings are provided in Corporate Governance Report which forms integral part of this Report.

FINANCIAL STATEMENTS

The Financial Statements for the year ended March 31, 2023, have been prepared in accordance with Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Act and the relevant rules thereof and in accordance with Regulation 33 of the SEBI LODR Regulations. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs as of March 31, 2023, and its profits and its cash flows for the year ended on March 31, 2023.

STATUTORY AUDITORS

The Board of Directors of the Company on recommendation of Audit Committee at its meeting held on May 27, 2022, approved the appointment of M/s. GSA & Associates LLP, Chartered Accountants, (Firm Registration No. 000257N) as Statutory Auditors of the Company w.e.f. May 27, 2022 to fill the casual vacancy caused by resignation of M/s B. B. & Associates, Chartered Accountants (Firm Registration No 023670N).

Further, the shareholders of the Company at the 13 ^th AGM of the Company held on 24^th August, 2022, on the recommendations of the Audit Committee and the Board of Directors, approved the proposal for appointment of M/s. GSA & Associates LLP, Chartered Accountants (Firm Registration No. 000257N) as Statutory Auditors of the Company for a period of five years from the conclusion of this 13 ^th AGM until the conclusion of the 18^th AGM of the Company to be held in the year 2027.

SECRETARIAL AUDITORS

The Board had appointed M/s. MAKS & Co., Company Secretaries [FRN P2018UP067700] for conducting the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023, is annexed herewith as Annexure - A to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimers for the period under review. ''

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company as the company does not fall under any of the categories prescribed under Section 148(1) of the Act.

REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 31, 2023, no loan, guarantee, and investment was made by the Company in terms of Section 186 of the Act and rules made there under.

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

In terms of the SEBI LODR Regulations, the Certificate, as prescribed in Part B of Schedule II of the SEBI LODR Regulations, has been obtained from Mr. Tarun Dua, Managing Director & Chief Executive Officer and Mrs. Megha Raheja, Chief Financial Officer of the Company, for the Financial Year 2022 - 2023 with regard to the Financial Statements and other matters. The said Certificate forms part of Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act, read with rule 8 of the Companies

(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

The Company has incurred expenditure of INR 156.05 Lakhs (previous year INR 103.10 Lakhs) in foreign exchange and earned INR 211.88 Lakhs (previous year INR 267.17 Lakhs) in foreign exchange during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of the Act does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there were no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and company''s operation in future.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 in Form MGT-7 is available on the website of the Company at https://www.e2enetworks.com/investors/annual-returns

RISK MANAGEMENT

The Company has developed and implemented a Risk Management policy for identifying the risk associated with business of the Company and measures to be taken to control them. The company has established a well-defined process of risk management, wherein the identification analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though, the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

The Company is not required to form a Risk Management Committee. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company.

INTERNAL CONTROL SYSTEMS INCLUDING INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has put in place an adequate Internal Control System, commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The CSR Policy adopted by Board is available on the website of the Company and is accessible through the link: https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a66_Corporate-Social-Responsibility-Policy.pdf

The Company was not required to spend money under CSR for financial year ended 2022-23 as prescribed under Section 135 of the Act since the Company incurred an average net loss of Rs. 175.64 Lakhs for previous three financial years.

The Annual Report on CSR activities of the Company has been attached as Annexure - B and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the SEBI LODR Regulations is presented in a separate section forming part of this Report and shall be considered as an integral part of this Report.

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the provisions of the Act and the SEBI LODR Regulations a formal annual performance evaluation has been done by the Board of its own performance, the DirectoLakhs individually as well as the evaluation of its Committees.

The Chairperson of Nomination and Remuneration Committee has facilitated the performance evaluation process and the performance evaluation forms were circulated to all the directors of the Company.

Based on the criteria mentioned in the Evaluation Form, the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings etc. The performance evaluation of the Chairman was also carried out. The performance Evaluation of the Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

The performance of the committees was evaluated by the Board after seeking feedback from members on the basis of parameters/criteria such as degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, etc.

Independent Directors of the Company in their separate meeting held on March 29, 2023, reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

FAMILIARIZATION PROGRAMME AND SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

The Company in its Board Meeting held on 25^th July, 2022 had conducted a familiarisation program for the Independent Directors wherein the Independent Directors briefed about the Company''s Business, amendments in compliances and roles, responsibilities and duties of Independent Directors. The details of the program has been uploaded on the website of the Company and can be assessed through the link: https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f278a9_Policy-on-Familiarisation-Programme-for-Independent-Directors.pdf

Further, separate meeting of Independent Directors was held on March 29, 2023.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Company has no employee, who is in receipt of remuneration of INR 8,50,000/- per month or INR 1,02,00,000/- per annum and hence, the Company is not required to give the information under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

As required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration is enclosed as Annexure - C to this Report.

The other information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, pursuant to first proviso to Section 136(1) of the Act, this report is being sent to the members excluding the said annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at [email protected].

NOMINATION AND REMUNERATION POLICY

The Board has adopted Nomination and Remuneration Policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director and Key Managerial Personnel. The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI LODR Regulations. The said policy of the Company has been uploaded on the website of the Company and can be assessed through the link:

https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27893 Nomination-and-Remuneration-Policy.pdf SUCCESSION PLANNING

The Company has in place the orderly succession plan for the appointments at the Board and Senior Management level.

CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

The Non-Executive Independent Directors receive sitting fees only as per the provisions of the Act. The Amount of sitting fees shall be subject to ceiling/limits as provided under the Act and rules made there under or any other enactment for the time being in force.

In addition to the above, Non-Executive Directors (NED)/Independent Directors (ID) will be entitled to reimbursement of all expenses for participation in Board and other meetings. ID and/or NED may be paid for the services rendered by such director in any other capacity provided that:

a) The services rendered are of a professional nature; and

b) The Nomination and Remuneration Committee is of the opinion that the director possesses requisite qualification for the practice of the profession.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in ethical and lawful business conduct and strives to carry on its business activities in a fair, transparent and professional manner. Pursuant to the provisions of Section 177 of the Act and other applicable provisions, the Company has adopted a Vigil Mechanism/Whistle Blower Policy for securing/ reporting/ deterring/ punishing/ rectifying any unethical, unlawful acts, behaviour, leak/suspected leak of Unpublished Price Sensitive information etc. and to enable to voice/ address bona fide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery. The policy also provides for adequate safeguards against victimization of persons who use such mechanisms and make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said policy is available on the Company''s website and can be assessed through the link:

https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a3c Whistle-Blower-Policy.pdf During the year under review, no complaint pertaining to the company was received under the Whistle Blower Policy/Vigil Mechanism. PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading (“Insider Code”) with a view to regulate trading in securities by the Directors and Designated persons of the Company. The said policy is available on the Company''s website and can be assessed through the link:

https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27890_Code-of-Conduct-for-Prevention-of-Insider-

Trading.pdf

The Insider Code of the Company stipulates the provisions regarding trading plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year under review were in the ordinary course of business and on an arm''s length basis. The details of the transactions with related parties are provided in the notes to accompanying Standalone Financial Statements. Details of transactions pursuant to compliance of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure - D in the FORM AOC-2.

All Related Party Transactions (''RPTs'') are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs entered into pursuant to the omnibus approval

so granted is placed before the Audit Committee for their review on a periodic basis. The policy on RPTs, as approved by the Board, has been uploaded on the Company''s website and can be accessed through the link:

https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27895 Policy-on-Related-Party-Transactions.pdf

During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the applicable provisions of the Act and the SEBI LODR Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as of March 31, 2023, and of the profit of the Company for the year ended March 31, 2023;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

6. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY AGAINST SEXUAL HARASSMENT

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.

An Internal Compliant Committee is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

There was no case reported with the Committee during the period under review.

Further, your company ensures that there is a healthy and safe environment for every woman employee at the workplace and makes the necessary policies for a safe and secure environment for women employees.

The said policy of the Company has been uploaded on the website of the Company and can be assessed through the link https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a38 Sexual-Harassment-of-Women-at-Workplace.pdf

DEMATERIALISATION OF EQUITY SHARES

The Company''s Equity Shares are admitted in the system of Dematerialization by both the Depositories namely, NSDL and CDSL. Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2023, 97.76% of the Equity Shares were held in electronic form and only 2.24% Equity Shares were held in physical form. The Member(s) holding shares in physical form are advised to avail of the facility of dematerialization.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

ANY PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

VALUATION FOR ONE TIME SETTLEMENT OR WHILE TAKING THE LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

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

HUMAN RESOURCE MANAGEMENT

Your company views its workforce as a valuable asset and is committed to nurturing, developing, and retaining talent to meet present and future business needs. During year, the human resources department, in collaboration with management, actively pursued various initiatives to address the challenges of employee retention and recruitment. These initiatives include regular management discussions, acknowledgement of employees'' accomplishments, offering role enhancements with larger accountabilities, and maintaining transparency with them. This has helped the Company in building their confidence and trust in the Company. We continue to provide a conducive work environment and opportunities for development of employees.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for the valuable support and cooperation of the Company''s employees, vendors, bankers, government and other statutory authorities, customers and shareholders, who have reposed their continued trust and confidence in the Company.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 09^th Annual Report of the business and operations of your Company, along with the Audited Financial Statements, for the Financial year ended on March 31, 2018.

FINANCIAL SUMMARY OF OPERATIONS

The financial performance during the Financial Year 2017-18 is summarized below:

(Amount in Rs. lacs)

Particulars	Standalone
	FY18	FY17
Total Income	3629.67	2952.89
Total Expenditure	2822.44	2309.58
Profit before depreciation, finance Costs & tax	1810.08	1696.20
Depreciation	974.16	986.89
Finance Costs	28.69	66.00
Profit/(Loss) before tax	807.23	643.31
Provision for Tax: Current	341.09	219.70
Earlier Year Tax	-	0.91
Deferred Tax	(109.81)	(24.28)
Net Profit for the Year	575.95	446.98

The Total Revenue on Standalone basis for the year ended, 31^st March, 2018 was Rs.3,629.67 lacs as compared to Rs.2,952.89 lacs during the previous year ended 31^st March, 2017. The Profit after tax for the year ended 31 March, 2018 was Rs.575.95 lacs as compared to Rs.446.98 lacs.

Basic earnings per share (post bonus issue) was Rs.5.05/- for the year 2017-18 as compared to Rs.3.92/- for the previous year 2016-17.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS

E2E Networks Limited is one of the leading Cloud Computing infrastructure providers in India. Using the vast experience in implementing and managing infrastructure for the web, mobile or enterprise-centric workloads, the company has built its Multi-Cloud CloudOps platform, which support any public cloud across the world.

SHARE CAPITAL

During the year under review, following changes took place in the capital structure of the Company.

The Authorised Share capital of the company was increased from Rs.50,00,000 divided into 3,50,000 equity shares and 1,50,000 preference shares of Rs.10/- each to Rs.16,50,00,000 divided into 1,63,50,000 equity shares and 1,50,000 Preference shares of Rs.10/- each. 1,00,515 Preference shares divided into 33,334 Series A 1% Cumulative Convertible Preference Shares of Rs.10/- each and 67,181 Series A1 Cumulative Compulsory Convertible Preference shares with a cumulative 1% coupon rate and/or preferential dividend of Rs.10/- each were converted into 1,00,515 equity shares. Consequent to said conversion, the issued and paid up share capital of the company was enhanced to Rs.37,08,100 divided into 3,70,810 equity shares of face value of Rs.10/- each. During the year under review, the company issued 1,11,24,300 bonus shares to the existing shareholders of the company in the ratio of 30:1. Consequent to the said allotment the issued and paid up share capital of the company was enhanced to Rs.11,49,51,100 divided into 1,14,95,110 equity shares of face value of Rs.10/- each.

The Company came up with IPO on May 03, 2018 of 38,58,000 equity shares of face value of Rs.10/- each for cash at a price of Rs.57/- per equity shares (including a share premium of Rs.47/- per equity shares) aggregating Rs.2,199.06 lacs comprising of fresh issue of 27,50,000 equity shares aggregating up to Rs.1,567.50 lacs and an offer for sale of 11,08,000 equity shares aggregating to Rs.631.56 lacs. Consequent to IPO, the issued and paid up capital of the Company was enhanced to Rs.14,24,51,100 divided into 1,42,45,110 equity shares of face value of Rs.10/- each.

EMPLOYEE STOCK OPTION PLANS/SCHEMES

Compensation Committee of the Board of Directors of the Company, inter alia administers and monitors the Employee stock Option Schemes of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 {erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'')}. Details as required under the SEBI Guidelines for Employees Stock Option Scheme 2018 have been uploaded on the website of the Company and can be accessed through the link https://www.e2enetworks.com/wp-content/uploads/2018/08/E2E_Employee_Stock_option_ scheme_Details_2017-18.pdf

Certificate from Auditors confirm that scheme have been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the Company for inspection by the members.

DIVIDEND

Due to future laid down plans, profits have been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2018.

RESERVES

During the year under review, the board has decided to transfer the profit of Rs.575.95/- lacs to the general reserve of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

Your Company''s Auditor''s M/s SHA & Associates, Chartered Accountants (Firm Registration No. 017649C) were appointed at the 7^th AGM to hold the office until the conclusion of 12^th AGM. However, vide their letter dated August 14, 2018 they have expressed their inability to continue as Statutory Auditors of your company up to the conclusion of the forthcoming AGM. The Board thus appointed M/s B.B Associates, Chartered Accountants (Firm Registration No.023670N) as Statutory Auditors of your company due to the casual vacancy caused by the said resignation effective August 14, 2018 till the conclusion of the forthcoming AGM.

As per the provisions of Section 139(8)(i) of the Companies Act, 2013, any casual vacancy in the office of an auditor shall be filled by the Board of Directors within thirty days from the date of resignation of auditor. The Board on August 21, 2018 has recommended appointment of M/s B.B & Associates, Chartered Accountants as Statutory Auditors of the Company and to hold office for a period of up to five consecutive years from the conclusion of the 9^th AGM till the conclusion of the 14^th AGM.

Your company has obtained consent of M/s B.B. & Associates and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment if made, will be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company.

AUDITORS'' REPORT

The observations of the Statutory Auditors in the Auditors'' Report together with the relevant notes to Accounts in Schedules are self - explanatory and therefore do not call for any further explanation.

SECRETARIAL AUDIT

As the National Stock Exchange of India Limited (NSE) has granted listing approval on its SME platform effective May 15, 2018, so the company is not required to undergo the secretarial Audit for the financial year 2017-18. Also, the status of the company has changed from Private Limited to Limited on March 14, 2018, thus section 204 of Companies Act, 2013 is not applicable for company. After attaining the status of Limited company, the criteria of paid up capital and turnover as per section 204 of Companies Act, 2013 is not applicable to the Company.

As the Company has attained status of SME listed company on NSE Emerge in the current year, so in order to comply with the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s MAKS & Co. Company secretaries, for conducting Secretarial Audit of the Company for the Financial Year 2018-19.

BOARD MEETINGS

During the financial year, 27 (Twenty-Seven) Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days.

COMMITTEES OF THE BOARD

The following are the committees constituted by the Board:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee

(iii) Stakeholder Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Compensation Committee

The Composition of the committees as on March 31, 2018 is as follows:

(i) Audit Committee

S.No.	Name of Director	Designation
1.	Mr. Varun Pratap Rajda	Non-Executive and Independent Director
2.	Mr. Gaurav Munjal	Non-Executive and Independent Director
3.	Mr. Manjit Rai Dua	Non-Executive Director

(ii) Nomination and Remuneration Committee

S.No.	Name of Director	Designation
1.	Mr. Varun Pratap Rajda	Non-Executive and Independent Director
2.	Mr. Gaurav Munjal	Non-Executive and Independent Director
3.	Mr. Manjit Rai Dua	Non-Executive Director

(iii) Stakeholder Relationship Committee

S.No.	Name of Director	Designation
1.	Mr. Varun Pratap Rajda	Non-Executive and Independent Director
2.	Mr. Gaurav Munjal	Non-Executive and Independent Director
3.	Mr. Manjit Rai Dua	Non-Executive Director

(iv) Corporate Social Responsibility Committee

S.No.	Name of Director	Designation
1.	Ms. Srishti Baweja	Wholetime Director
2.	Mr. Gaurav Munjal	Non-Executive and Independent Director
3.	Mr. Varun Pratap Rajda	Non-Executive and Independent Director

(v) Compensation Committee

S.No.	Name of Director	Designation
1.	Mr. Manjit Rai Dua	Non-Executive Director
2.	Mr. Gaurav Munjal	Non-Executive and Independent Director
3.	Mr. Varun Pratap Rajda	Non-Executive and Independent Director

BOARD/COMMITTEE MEETINGS

Table containing details of meetings of various Board/Committees along with dates are as below:

S.No.	Board/Committee	No. of Meetings	Date of Meetings
1.	Board	27	(i) 03.04.2017 (ii) 28.04.2017 (iii) 08.06.2017 (iv) 13.06.2017 (v) 15.06.2017 (vi) 24.06.2017 (vii) 30.06.2017 (viii)11.08.2017 (ix) 04.09.2017 (x) 01.12.2017 (xi) 02.12.2017 (xii) 12.12.2017 (xiii) 03.01.2018 (xiv) 18.01.2018 (xv) 19.01.2018 (xvi) 25.01.2018 (xvii) 31.01.2018 (xviii) 02.02.2018 (xix) 03.02.2018 (xx) 03.02.2018 (xxi) 05.02.2018 (xxii) 09.02.2018 (xxiii) 16.02.2018 (xxiv) 21.02.2018 (xxv) 01.03.2018 (xxvi) 08.03.2018 (xxvii) 16.03.2018
2.	Audit Committee (ACM)	Nil	-
3.	Nomination and Remuneration Committee (NRC)	Nil	-
4.	Stakeholder Relationship committee (SRC)	Nil	-
5.	Corporate Social Responsibility Scheme (CSR)	Nil	-
6.	Compensation Committee (CC)	1	(i) 02.03.2018

ATTENDANCE OF DIRECTORS/MEMBERS AT THE BOARD AND COMMITTEE MEETINGS

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS-1'') issued by the Institute of Company Secretaries of India (''ICSI''), the attendance of Directors at Board and Committee meetings held during the financial year 2017-18 are as under:

S.No.	Name of Director	BM	ACM	NRC	SRC	CSR	CC
1	Mr. Karthik Reddy Bezawada#1	2	N.A.	N.A.	N.A.	N.A.	N.A.
2.	Manjit Rai Dua#2	27	-	-	-	-	1
3.	Tarun Dua#3	27	N.A	N.A.	N.A.	N.A.	N.A.
4.	Srishti Baweja#4	10	N.A.	N.A.	N.A.	-	-
5.	Gaurav Munjal#5	1	-	-	-	-	1
6.	Varun Pratap Rajda#6	1	-	-	-	-	1

#1. Mr. Karthik Reddy Bezawada has resigned from the post of Nominee Director w.e.f. 31.01.2018.

#2. Designation of Mr. Manjit Dua has been changed from Executive Director to Non-Executive Director w.e.f. 31.01.2018. #3. Mr. Tarun Dua has been appointed as Managing Director w.e.f. 31.01.2018.

#4. Ms. Srishti Baweja has been appointed as a Whole-time Director w.e.f. 31.01.2018.

#5. Mr. Gaurav Munjal has been appointed as additional Independent Director w.e.f. 09.02.2018.

#6. Mr. Varun Pratap Rajda has been appointed as additional Independent Director w.e.f. 09.02.2018.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the Criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

LISTING

The equity shares of your company have been listed on SME platform of National Stock Exchange of India Ltd (NSE) Emerge w.e.f. May 15, 2018. The Annual listing fees have been paid to NSE.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended 31^st March, 2018, no loan, guarantee and investment was made by the Company in terms of Section 186 of the Companies Act, 2013 and rules made thereunder.

REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013

The Auditors during the performance of their duties have not identified any offence of fraud committed by the company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

After obtaining the status of Limited Company, the Company came with IPO on May 03, 2018 of 38,58,000 equity shares of face value of Rs.10/- each for cash at a price of Rs.57/- per equity shares (including a share premium of Rs.47/- per equity shares) aggregating Rs.2,199.06 lacs comprising of fresh issue of 27,50,000 equity shares aggregating up to Rs.1,567.50 lacs and an offer for sale of 11,08,000 equity shares aggregating to Rs.631.56 lacs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act, read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. The Company has incurred expenditure of Rs.19.44 lacs (previous year: Rs.49.03 lacs) in foreign exchange and earned Rs.150.45 lacs (previous year Rs.103.46 lacs) in foreign exchange during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

To the best of management knowledge, no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and company''s operation in future.

EXTRACT OF ANNUAL RETURN

The Annual Return in Form MGT-9 as required to be prepared in terms of Section 92(3) of the Act is being uploaded on the website of the Company and can be accessed through the link https://www.e2enetworks.com/wp-content/uploads/2018/08/ExtractofAnnualRetum_2017-18.pdf

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. However, the Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken by including identification of elements of risk and measures to control them.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Though during the year under review, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company. The Company has voluntary constituted a Corporate Social Responsibility Committee (''CSR Committee'') and framed a Corporate Social Responsibility Policy (CSR Policy). The CSR Policy is available on the website of the Company: https://www.e2enetworks.com/wp-content/uploads/2018/03/CSR-Policies.pdf.

During the year under review, there was no change in the composition of CSR Committee.

In pursuit of the responsibilities entrusted to CSR Committee, a policy on Corporate Social Responsibility has been prepared and adopted by the Board which is available at the Website of the Company.

Corporate Social Responsibility (CSR) at E2E Networks Limited is inspired by a vision of National transformation with strong commitment to sustainable growth. The Company has created business models to connect communities with technologies, alongside delivering long term shareholder value. The Company shall design and implement CSR programs that positively impact communities. The Company believes that creating shared value with stakeholder and communities shall enable drivers of growth.

E2E Networks Limited shall use following channels to drive its CSR Initiatives:

- Education and Skill Development: To promote education and enhance vocational skills especially among children, women and differently abled persons.

- Health Care: To promote health care including rehabilitation facilities.

- Poverty and Malnutrition: To fight against hunger, poverty and malnutrition.

- Rural Development: To facilitate rural development and slum area development.

The Company donated Rs.13 lacs to D-Cacus-Education Centre (DCEC) for the welfare of the weaker sections and below poverty line groups of the nation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made. The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board at its meeting held on January 31, 2018 has appointed Ms. Srishti Baweja (DIN: 08057000) as a Whole time Director for a period of five years with effect from January 31, 2018 and changed the designation of Mr. Tarun Dua (DIN: 02696789) and appointed him as a Managing Director for a period of five years with effect from January 31, 2018 and subsequently their appointments were ratified by the members in the Extra-ordinary General Meeting held on January 31, 2018. The Board at its meeting held on January 31, 2018 changed the designation of Mr. Manjit Rai Dua (DIN: 03247358) from the post of Executive Director to Non-Executive Director with effect from January 31, 2018 and the same was approved by the members in the Extra-ordinary General Meeting held on January 31, 2018.

In addition to this, the board at its meeting held on February 09, 2018 has appointed Mr. Gaurav Munjal (DIN: 02363421) and Mr. Varun Pratap Rajda (DIN: 07468016) as a additional independent directors for a period of five years with effect from February 09, 2018 subject to the approval of shareholders at the ensuing annual general meeting of the company.

During the period under review, Mr. Karthik Reddy Bezawada (the Nominee Director) has resigned from the directorship of the Company w.e.f. January 31, 2018. The Board places on record its appreciation for the contributions made by him during his tenure as a Nominee Director with the company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manjit Rai Dua (DIN:03247358), will be retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. A brief resume, details of expertise and other directorships/committee memberships held by Mr. Manjit Rai Dua forms part of Notice convening the Ninth Annual General Meeting. The Board recommends his re-appointment to the members of the Company at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year the Board of Directors appointed Mr. Gaurav Aggarwal as a Chief Financial Officer w.e.f January 31, 2018. The Board of Directors at its meeting held on January 31, 2018 also appointed Ms. Bharti Sharma as a Company Secretary & Compliance Officer w.e.f. January 31, 2018 who resigned on July 09, 2018. The Board of Directors at its meeting held on August 04, 2018 appointed Mr. Sumit Bansal as a Company Secretary and Compliance Officer w.e.f. August 04, 2018.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015 the Company has adopted a Vigil Mechanism/Whistle Blower Policy for Directors and employee to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. This policy is made available on the Company''s website www.e2enetworks.com. During the year, no complaint pertaining to the company was received under the Whistle Blower mechanism.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure A and forms part of this Report.

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee was in receipt of remuneration in excess of One Crore and two lakh Rupees per year during the year under review. Further as required under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in Annexure-B and forms part of this report.

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members as well as diversity of the Board. The Company recognizes the benefits and importance of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum mix of executive and non-executive, independent directors and woman director. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://www.e2enetworks.com/wp-content/uploads/2018/03/Policy_Nomination-Remuneration-of-directors.pdf

RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year 2017-2018 were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www.e2enetworks.com/wp-content/uploads/2018/03/Policy-on-RPT.pdf

Since, all the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, no details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transaction with related parties are provided in the notes to accompanying financial statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended March 31, 2018;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY AGAISNT SEXUAL HARASSMENT

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013.

CORPORATE GOVERNANCE

The requirement of compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Corporate Governance was not applicable to the Company as the Company has been listed on the NSE Emerge with effect from May 15, 2018.

CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

APPRECIATIONS AND ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

On behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Tarun Dua Srishti Baweja

Date: August 21, 2018 Managing Director Whole Time Director

DIN:02696789 DIN:08057000