Dear Members,
The Board of Directors (“Board”) have immense pleasure in
presenting the 16th Annual Report on the business and operations of E2E
Networks Limited (“the Company”), along with the Audited Financial Statements,
for the financial year ended on March 31,2025.
FINANCIAL SUMMARY OF OPERATIONS
The financial performance for the Financial Year ended March 31,2025 is
summarized below:
(Amount in Rs. Lakh)
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
16396.08 |
9446.36 |
| Total Expenditure other than finance cost and
depreciation |
6730 |
4652.33 |
| Earnings before Interest, Tax and
Depreciation (EBITDA) |
9666.08 |
4794.03 |
| Other Income |
3942.68 |
163.38 |
| Depreciation |
6007.61 |
1574.78 |
| Finance Costs |
1322.01 |
361.21 |
| Profit/(Loss) before tax (PBT) |
6279.14 |
3021.42 |
| Current Tax |
3.89 |
0.00 |
| Deferred Tax |
1588.44 |
837.06 |
| Deferred Tax Expense pertains to earlier
years |
(62.62) |
(2.33) |
| Net Profit for the Year (PAT) |
4749.43 |
2186.69 |
| Other Comprehensive Income |
(85.64) |
(252.55) |
| Total comprehensive income for the
period/year |
4663.79 |
1934.14 |
| Paid-up Equity Share Capital (Face value of
Rs. 10/- Per share) |
1,996.79 |
1447.51 |
| Basic EPS (in Rs.) |
28.28 |
15.11 |
| Diluted EPS (in Rs.) |
27.21 |
14.70 |
The Revenue from operations of the Company for the year ended March 31,
2025, was Rs. 16396.08 Lakhs as compared to Rs. 9446.36 Lakhs during the previous year
ended March 31,2024, indicating an increase in revenue by 73.57%
The profit for the year under review was Rs. 4749.43 Lakhs as compared
to the profit of Rs. 2186.69 Lakhs for the previous year.
During FY 2024-25, your Company continued to invest in enhancing
capabilities of its public cloud platform focusing 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 Outlook
India's public cloud and AI infrastructure landscape is undergoing
rapid expansion, driven by digital transformation, increased cloud-native adoption, and
the explosive growth of AI/ML and Generative AI workloads. With the Indian public cloud
market projected to grow at a CAGR of 22.6% to USD 30.4 billion by 2029 (IDC, 2025), E2E
Networks is well-positioned to capitalize on this momentum.
The Company intends to pursue aggressive infrastructure expansion to
meet rising demand from enterprises, startups, and GCCs seeking scalable,
high-performance, and cost-effective cloud solutions. E2E is focusing on GPU-optimized
cloud platforms, hybrid deployment models, and managed AI services to serve the growing
demand for AI and HPC workloads · a space where hyperscaler alternatives are
increasingly being sought.
By offering production-scale PoC environments, strong SLA-backed
services, and localized compliance support, E2E aims to build long-term customer trust.
Strategic use of internal accruals and debt will support capex investments while
maintaining operational stability.
Additionally, regulatory developments and data sovereignty requirements
create an opportunity for E2E to differentiate through secure, region-specific
infrastructure. The Company is actively tracking policy shifts and building modular
compliance frameworks to serve sensitive workloads.
In a market where talent, technology, and trust are key, E2E is
leveraging India's strong tech ecosystem, investing in workforce capabilities, and
adopting flexible models to stay competitive. With strong industry tailwinds, a focused
niche in AI infrastructure, and a strategy rooted in cost-efficiency and
customer-centricity, E2E Networks is positioned for sustained and profitable growth.
AI/ML and Cloud GPU Demand Drivers
• The rapid evolution of AI, Generative AI, and Deep Learning
workloads is driving a new wave of infrastructure requirements. Cloud GPU clusters are
becoming critical for enterprises, researchers, and AI-first innovators to train and
deploy large-scale models.
• The Indian AI market, supported by government AI innovation
missions and private sector investment, is expected to grow at a CAGR of over 30% in the
medium term.
• Higher education and research institutions are expanding work on
multilingual Large Language Models (LLMs) and other AI applications, which require
high-throughput GPU compute capacity.
E2E Networks Strategic Positioning
E2E Networks' early investments in GPU cloud infrastructure,
coupled with its agile proof-of-concept-to-production model, position it to capture a
disproportionate share of this emerging demand. The market potential warrants leveraging a
combination of internal accruals and debt to expand infrastructure capacity while
maintaining operational stability. The Company also intends to deepen its expertise in
high-performance cloud GPU clusters for AI, ML, and Generative AI workloads and delivering
industry-leading performance while being more cost-effective compared to other solutions
in the market.
Looking ahead, the Company plans to:
• Expand GPU Capacity-Ramp up investments in accelerated computing
hardware, networking, and scale-out storage to serve large AI/ML/DL workloads.
• Leverage Debt and Strategic Funding- Finance infrastructure
expansion through a mix of internal accruals and debt to meet surging demand without
compromising balance sheet strength
• Deepen Enterprise and Research Partnerships Focus on AI-first
companies, mature startups, and academic institutions to develop long-term, recurring
revenue relationships.
• GEN AI Public Cloud: Expand and promote its GenAI Public Cloud
offerings to cater to a broad spectrum of customers, including startups, SMEs, developers,
higher education and research (HER) institutions, enterprises, and government
organizations.
• Strategic Partnerships: Forge strategic partnerships via
marketplaces to integrate Agentic AI frameworks and support state-of-the-art (SOTA),
frontier, and large language models (LLMs) · along with optimized runtimes ·
for next-generation AI workloads.
With a clear strategic vision, robust market tailwinds, and strong
execution capabilities, Company is well-positioned to benefit from India's data
centre growth wave and the global AI infrastructure build-out.
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 in Noida, Chennai and
Mumbai ensuring data locality for India-centric computing workloads.
Compared to Rs. 10.90 Crores in March 2024, the monthly recurring
revenue increased to Rs. 11.2 Crores in March 2025. Your Company continues to build
additional Cloud Capacity to be able to have more customers trying out its services via
proof-of-concept trials and eventually converting into customers.
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 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.
CORPORATE GOVERNANCE
Your Company always places major thrust on managing its affairs with
diligence, transparency, responsibility and accountability thereby upholding the important
dictum that an organization's corporate governance philosophy is directly linked to
high performance.
The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and society at large and strives to serve their
interests, resulting in the creation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate
received from M/s. MAKS & Co., Company Secretaries (FRN: P2018UP067700) Secretarial
Auditor of the Company, regarding compliance of the conditions of corporate governance, as
stipulated under Chapter IV of SEBI Listing Regulations forms part of the Annual Report.
DIVIDEND
In order to conserve the resources of the Company for growth and
further expansion, the Board of Directors of the Company thought it prudent not to
recommend any Dividend on the Equity Shares of the Company for the financial year ended
March 31,2025.
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the
Company falls under top 1000 Listed Companies by market capitalization as on December
31,2024 . Accordingly, the Board on March 24, 2025, has approved and adopted the Dividend
Distribution Policy and the same is available on the Company's website and can be
accessed at https://www.e2enetworks.com/ investors/corporate-governance.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of
profit for Financial Year 2024-25 in the Statement of Profit & Loss as on March
31,2025.
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, Company does not have any subsidiary,
joint-venture or associate 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 Act
read with the Companies (Acceptance of Deposits) Rules, 2014 and hence any provisions of
the said section are not applicable to the Company.
SHARE CAPITAL
a. Authorized Capital
As on March 31,2025 the authorized share capital of the Company is Rs.
25,00,00,000 (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty
Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten Only).
b. Issued, subscribed and Paid-up Capital
During the financial year 2024-25, the issued, subscribed and paid-up
equity share capital of the Company underwent the following changes:
• April 20, 2024 - Allotment of 11,694 equity shares under the E2E
Networks Limited Employees Stock Option Scheme 2018, increasing the paid-up capital from
Rs. 14,47,51,260 to Rs. 14,48,68,200.
• July 17, 2024 - Allotment of 3,500 equity shares under the E2E
Networks Limited Employees Stock Option Scheme 2018, increasing the paid-up capital to Rs.
14,49,03,200
• September 21,2024 - Preferential allotment of 23,93,959 equity
shares, increasing the paid-up capital to Rs. 16,88,42,790.
• December 4, 2024 - Preferential allotment of 29,79,579 equity
shares to Larsen & Toubro Limited pursuant to the strategic investment transaction
approved by the shareholders, resulting in the paid-up capital increasing to Rs.
19,86,38,580.
• January 7, 2025 - Allotment of 16,500 equity shares under the
E2E Networks Limited Employees Stock Option Scheme 2018 and 72,250 equity shares to the
E2E Networks Limited Employee Welfare Trust under the E2E Networks Limited ESOS Scheme
2021, increasing the paid-up capital to Rs. 19,95,26,080.
• February 28, 2025 - Allotment of 15,250 equity shares under the
E2E Networks Limited Employees Stock Option Scheme 2018, increasing the paid-up capital to
Rs. 19,96,78,580.
Accordingly, as on March 31,2025, the issued, subscribed and paid-up
equity share capital of the Company stood at Rs. 19,96,78,580 (Indian Rupees Nineteen
Crores Ninety-Six Lakhs Seventy-Eight Thousand Five Hundred Eighty only), divided into
1,99,67,858 (One Crore Ninety-Nine Lakhs Sixty-Seven Thousand Eight Hundred Fifty-Eight)
equity shares of face value Rs. 10 each.
Subsequent Changes after March 31, 2025
After the close of the financial year and up to the date of signing
this Report:
• May 7, 2025 - Allotment of 4,200 equity shares under the E2E
Networks Limited Employees Stock Option Scheme 2018.
• July 22, 2025 - Allotment of 4,506 equity shares under the E2E
Networks Limited Employees Stock Option Scheme 2018.
Consequently, as on the date of this Report, the issued, subscribed and
paid-up equity share capital stands at Rs. 19,97,65,640 (Indian Rupees Nineteen Crores
Ninety-Seven Lakhs Sixty Five Thousand Six Hundred Forty only), comprising 1,99,76,564
(One Crore Ninety-Nine Lakhs Seventy-Six Thousand Five Hundred Sixty Four ) equity shares
of face value Rs. 10 each.
c. Issue of equity shares with differential rights
Company has not issued any equity shares with differential rights
during the year under review.
d. Issue of sweat equity shares
Company has not issued any sweat equity shares during the year under
review.
e. Provision of money by Company for purchase of
its own shares by employees or by trustees for the benefit of employees
Company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees during the year under
review.
f. 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 Board of Directors of the Company, inter alia administers and
monitors the Employee Stock Option Schemes of the Company i.e. E2E Networks Limited
Employees Stock Option 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, the Company did not obtain any credit
rating, as there was no requirement to do so. BOARD OF DIRECTORS
As on March 31,2025, the Company's Board comprised 8 (eight)
Directors, including 3 (Three) Executive Director, 2 (Two) Non-Executive Directors and 3
(Three) Independent Directors, including 1 (one) Independent Woman Director. The details
of the Directors, composition of various committees of the Board and other details are
provided in Corporate Governance Report, which forms part of the Annual Report.
The following changes took place in the composition of the Board of
Directors during the financial year:
a) Appointment/Re-appointment of Directors
• Ms. Shrimati Ambastha (DIN: 08393018) was appointed as an
Additional Non-Executive, Non-Independent Director of the Company, liable to retire by
rotation w.e.f. December 4, 2024. Her appointment was approved by the shareholders through
a Postal Ballot, the results of which were declared on January 6, 2025.
• Mr. Prashant Chiranjive Jain (DIN: 06828019) was appointed as an
Additional Non-Executive, NonIndependent Director of the Company w.e.f. December 4, 2024.
His appointment was approved by the shareholders through a Postal Ballot, the results of
which were declared on January 6, 2025.
• Ms. Megha Raheja (DIN: 10855604), who was serving as the Chief
Financial Officer (CFO) of the Company, was appointed as a Whole-Time Director on the
Board of the Company w.e.f. December 4, 2024, for a term of five (5) consecutive years.
Her appointment was approved by the shareholders through a Postal Ballot, the results of
which were declared on January 6, 2025.
• Ms. Sonu Gosain Soni (DIN: 11003461) was appointed as an
Additional Non-Executive, Independent Woman Director on the Board of the Company w.e.f.
March 24, 2025, for a term of five consecutive years, i.e., from March 24, 2025 to March
23, 2030. Her appointment was approved by the shareholders in the Extra-Ordinary General
Meeting held on dated June 23, 2025.
b) Cessation of Directors
• Mr. Varun Pratap Rajda (DIN: 07468016) resigned from the
position of Non-Executive, Independent Director of the Company w.e.f. December 4, 2024.
• Mr. Aditya Bhushan (DIN: 01148272) resigned from the position of
Non-Executive, Independent Director of the Company w.e.f. March 28, 2025.
The Board and Management of the Company expresses their deep
appreciation and gratitude for the contributions made by Mr. Varun Pratap Rajda and Mr.
Aditya Bhushan during their tenure as an Independent Directors of the Company. Both the
independent directors have confirmed that that there are no other material reasons for
their resignation other than those provided in their resignation letter.
c) Retirement By Rotation
In compliance with the provisions of Section 152 of the Act and in
terms of the Articles of Association of the Company, Ms. Srishti Baweja (DIN: 08057000 ),
Whole Time Director, is liable to retire by rotation at the ensuing AGM and being
eligible, has offered herself for re-appointment.
The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, recommends her re-appointment. The resolution seeking
members' approval for her re-appointment forms part of the Notice of 16th Annual
General Meeting.
Brief profile and other details of the Director seeking re-appointment
at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of
Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are
separately disclosed in the Notice of the 16th Annual General Meeting.
d) Independent Directors
The Board has 3 (three) Independent Directors including 1 (One) woman
Director, representing diversified fields and expertise. Details are provided in the
relevant section of the Corporate Governance Report. All Independent Directors have
registered themselves with the Indian Institute of Corporate Affairs for the inclusion of
their name in the data bank of independent directors, pursuant to the provision of Rule 6
(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, as stipulated under the Regulation 17(10) and 19 read with
Schedules thereto of Listing Regulations, an evaluation exercise of Independent Directors
was conducted by the Nomination and Remuneration Committee and the Board of the Company.
The Board members satisfied themselves with the performance and contribution of all the
Independent Directors.
The Board is of the opinion that the Independent Director of the
Company are independent of management and possess requisite qualifications, experience and
expertise (including the proficiency) and holds highest standards of integrity.
None of the aforesaid Directors are disqualified under Section 164(2)
of the Act. Further, they are not debarred from holding the office of Director pursuant to
order of SEBI or any other authority.
e) Declaration by Independent Directors
Independent Directors have submitted their declaration of independence,
stating that:
(i) they continue to fulfil the criteria of independence as required
pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the
SEBI Listing Regulations;
(ii) they have confirmed that they are not aware of any circumstances
or situation which exist or may be anticipated, that could impair or impact their ability
to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations
with an objective independent judgement and without any external influence and that they
are independent of the Management;
(iii) they are not debarred from holding the office of Director
pursuant to any SEBI order or order of any such authority;
(iv) there has been no change in the circumstances affecting their
status as Independent Director of the Company.
(v) they have complied with code of conduct for independent directors
as prescribed in schedule IV to the Act.; and
(vi) they have complied with the Company's Code of Conduct;
f) Changes in Key Managerial Personnel (“KMP”)
Pursuant to the provisions of section 2(51) and 203 of the Act, the
following were the Key Managerial Personnel of the Company as on March 31,2025:
• Mr. Tarun Dua, Managing Director (DIN: 02696789)
• Mrs. Srishti Baweja, Whole-Time Director (DIN: 08057000)
• Mrs. Megha Raheja, Whole-Time Director & CFO
• Mr. Ronit, Company Secretary & Compliance Officer
During the financial year 2024-25, there were no changes in the Key
Managerial Personnel of the Company, except for the appointment of Ms. Megha Raheja as
Whole-Time Director w.e.f. December 4, 2024
However, post closure of the financial year 2024-25 and up to the date
of this Report, the following changes have occurred:
• Ms. Megha Raheja stepped down from the position of Chief
Financial Officer, w.e.f. April 17, 2025.
• Mr. Nitin Jain was appointed as Chief Financial Officer and KMP,
w.e.f. April 18, 2025.
g) Performance Evaluation of Board, Committees and Directors
One of the key responsibilities and role endowed on the Board is to
monitor and evaluate the performance of the Board, Committees and Directors.
Accordingly, in line with applicable provisions of the Act and Listing
Regulations, the annual performance evaluation of the Board as a whole, Committees and all
the Directors was conducted, as per the internally designed evaluation process approved by
the Nomination and Remuneration Committee. The evaluation tested key areas of the
Board's work including strategy, business performance, risk and governance processes.
The evaluation considers the balance of skills, experience, independence and knowledge of
the management and the Board, its overall diversity, and analysis of the Board and its
Directors' functioning.
The evaluation methodology involves discussion on questionnaires
consisting of certain parameters such as Evaluation factor, Ratings and Comments, if any.
The performance of entire Board is evaluated by all the Directors based
on Board composition and quality, Board meetings and procedures, Board development, Board
strategy and risk management, etc.
The performance of the Managing Director and Executive Directors is
evaluated by all the Board Members based on factors such as leadership, strategy
formulation, strategy execution, external relations, etc
The performance of Non-Executive Director and Independent Directors is
evaluated by other Board Members based on criteria like managing relationship, Knowledge,
Skill and Personal attributes etc.
It also involves self-assessment by all the Directors and evaluation of
Committees of Board based on Knowledge, diligence and participation, leadership team and
management relations, committee meetings and procedures respectively.
Further, the assessment of Chairman & Managing Director's
performance is done by each Board Member on similar qualitative parameters.
The feedback of the evaluation exercise and inputs of Directors are
collated and presented to the Board and an action plan to further improve the
effectiveness and efficiency of the Board and Committees is placed.
The Board as a whole together with each of its committees were working
effectively in performance of its key functions - Providing strategic guidance to the
Company, reviewing and guiding business plans, ensuring effective monitoring of the
management and overseeing risk management function. The Board is kept well informed at all
times through regular communication and meets once per quarter and more often as and when
need arises. Comprehensive agendas are sent to all the Board Members and ensure the
meetings are productive. The Company makes consistent efforts to familiarize the Board
with the overall business performance covering Business, Product Category and Corporate
Function from time to time and legal updates which will be applicable on Company.
The performance of the Chairman was evaluated satisfactory in the
effective and efficient discharge of his role and responsibilities for the day-to-day
management of the business, with reference to the strategy and longterm objectives. It was
acknowledged that the management accorded sufficient insight to the Board in keeping it up
to date with key business developments which was essential for each of the individual
Directors to maintain and enhance their effectiveness.
h) Separate Meeting of Independent Directors
In accordance with Section 149 (7) of the Act read with Para VII (1) of
Schedule IV of the Act and Regulation 25 of Listing Regulations, a separate Meeting of the
Independent Directors of the Company was held on March 13, 2025, without the presence of
Non- Independent Directors and Members of the management.
The Independent Directors at the meeting, inter alia, reviewed the
following: -
• Performance of Non-Independent Directors and Board as a whole.
• Performance of the Chairman of the Company, taking into account
the views of Executive Directors and Non-Executive Directors.
• Assessed the quality, quantity and timeliness of flow of
information between the Company, Management and the Board, that is necessary for the Board
to effectively and reasonably perform their duties.
i) Nomination and Remuneration Policy
In accordance with the provisions of Section 178(1) of the Companies
Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a
Nomination and Remuneration Policy. This policy outlines the criteria for appointment and
remuneration of Directors, Key Managerial Personnel (KMP), and other employees, including
qualifications, positive attributes, independence of Directors, and other matters as
specified under Section 178(3) of the Act. Details of the Policy are provided in the
Corporate Governance Report which forms integral part of the Annual Report.
The Nomination and Remuneration Policy is available on the
Company's website and can be accessed at the following link:
https://www.e2enetworks.com/investors/corporate-governance
j) Code of Conduct for Directors and Senior
Management
The Company has formulated a Code of Conduct for Directors and Senior
Management Personnel and has complied with all the requirements mentioned in the aforesaid
code. An affirmation on the same duly signed by the Managing Director of the Company forms
part of the Corporate Governance Report.
k) Familiarization Programme
Pursuant to regulation 25 of the SEBI Listing Regulations, the Company
provides orientation and business overview to its independent Directors by way of detailed
presentation. Such meetings/programs include briefings on the Company and its business,
Executive Team, business model, applicable amendments in the Compliance, the roles and
responsibilities of Independent Directors.
The details of such Familiarization Program for Independent Directors
are posted on the website of the Company and the web link of the same is provided
hereunder:
https://www.e2enetworks.com/investors/details-of-familiarization-program-held-for
independent-directors
l) Succession Planning
The Company has in place the orderly succession plan for the
appointments at the Board and Senior Management level.
m) Annual Secretarial Compliance Report
In accordance with Regulation 24A(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, all listed entities are required to obtain
an Annual Secretarial Compliance Report from a Practicing Company Secretary (PCS),
confirming compliance with applicable SEBI Regulations, circulars, and guidelines. This
report must be submitted to the Stock Exchanges within 60 days from the end of the
financial year.
The Company engaged the services of M/s. MAKS & Co., Company
Secretaries (FRN: P2018UP067700), the Secretarial Auditor of the Company, to conduct the
required compliance check and issue the Annual Secretarial Compliance Report.
The Company has duly complied with the above requirements, and the
Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025 was
submitted to the Stock Exchanges within the prescribed timelines.
The Report is also available on the Company's website and can be
accessed at the following link:
https://www.e2enetworks.com/investors/secretarial-compliance-report
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 Listing Regulations.
BOARD MEETINGS
During the financial year 2024-25, the Board met seven (7) times on May
24, 2024, July 17, 2024, August 19, 2024, October 21,2024, November 5, 2024, December 4,
2024 and January 22, 2025. The intervening gap between the two consecutive Board meetings
was within the period prescribed under the provisions of section 173 of the Act and
regulation 17 of the SEBI Listing Regulations.
Details regarding the number of Board meetings held during the year,
along with the attendance of each Director and their presence at the Annual General
Meeting held on September 11, 2024, are provided in the Corporate Governance Report, which
forms an integral part of this Annual 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.
The Company has following Committees, in terms of the Act and the SEBI
Listing Regulations: -
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Corporate Social Responsibility Committee
e. Borrowing Committee
f. Risk Management Committee (w.e.f. from April 1,2025)
The Composition, terms of reference and number of meetings of the
aforementioned Committees during FY 202425 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, 2025 have been
prepared in accordance with the Indian Accounting Standards (Ind AS) issued by the
Institute of Chartered Accountants of India, as prescribed under Section 133 of the
Companies Act, 2013, read with the relevant rules made thereunder, and in compliance with
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The estimates and judgments applied in the preparation of these
financial statements have been made on a prudent and reasonable basis, ensuring that the
financial statements present a true and fair view of the Company's financial position
as on March 31,2025, and of its financial performance and cash flows for the year ended.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
read with the applicable rules made thereunder, M/s. GSA & Associates LLP, Chartered
Accountants (Firm Registration No. 000257N), were appointed as the Statutory Auditors of
the Company at the Annual General Meeting held on August 24, 2022, for a term of five
years, i.e., from the Financial Year 2022-23 to 2026-27, to hold office until the
conclusion of the AGM to be held in the year 2027.
The Audit Report issued by M/s. GSA & Associates LLP on the
financial statements for the financial year ended March 31,2025, forms part of this Annual
Report. The observations made in the Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report does not contain any
qualification, reservation, or adverse remark.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors on the recommendations of the
Audit Committee had approved the appointment of M/s. MAKS & CO., Company Secretaries
[FRN P2018UP067700 and Peer Review Certificate No.:2064/2022] as the Secretarial Auditors
of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY
2029-30, subject to the approval of the Members at ensuing AGM. They have given their
consent to act as Secretarial Auditors of the Company and have confirmed their eligibility
for the appointment. The Secretarial Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Company Secretaries of India (ICSI)
and hold valid certificate issued by the Peer Review Board of the ICSI.
Brief profile and other details of M/s. MAKS & Co., Practicing
Company Secretaries, are disclosed in the AGM Notice approved by the Board.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report issued by Secretarial Auditors of the
Company i.e M/s. MAKS & Co., Practicing Company Secretaries for the Financial Year
2024- 25, is annexed herewith as Annexure - A forming part of this Board Report. The
Secretarial Audit Report does not contain any qualification, reservation or disclaimer or
adverse remark.
INTERNAL AUDITORS
VPS & Co., Chartered Accountants are the Internal Auditors of the
Company. The Internal Auditors have direct access and reporting to the Audit Committee and
Internal Auditors presents their Audit Observations to the Audit Committee of Board.
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 business
activities of 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.
During the financial year ended March 31,2025, no loan, guarantee and
investment was made by the Company in terms of Section 186 of the Act and rules made there
under.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF
FINANCIAL YEAR
Except as disclosed elsewhere in the Annual Report, no material changes
and commitments affecting the financial position of the Company have occurred between the
end of the financial year 2024-25 and till the date of signing 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 Rs. 362.62 Lakh (previous year
Rs. 230.62 Lakhs) in foreign exchange and earned Rs. 4,475.50 Lakh (previous year Rs.
1130.51 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. The
Company has designated the Company Secretary as ‘Nodal Officer' for the purposes
of IEPF related matters.
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES
The provisions relating to the transfer of unpaid/unclaimed dividends
to the IEPF are not applicable to the Company. Similarly, the Company does not have any
Equity shares lying in the Demat Suspense/Unclaimed Suspense Account. Therefore, the need
to transfer unclaimed dividend and unclaimed shares to the IEPF did not arise during the
financial year under review
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS
During the year under review, there were no significant and material
orders passed by regulators or courts or tribunals impacting the going concern status and
company's operation in future.
ANNUAL RETURN
The Annual Return of the Company in form MGT-7, for FY 2024-25 as
required under Section 92(3) and Section 134(3)(9) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, is available on the website of the
Company at https://www.e2enetworks.com/investors/annual-returns
RISK MANAGEMENT
The Company has formulated and implemented a Risk Management Policy to
identify, assess, and mitigate risks associated with its business operations. A structured
risk management framework is in place, involving the identification, analysis, and
evaluation of potential risks, assessment of their likely impact, formulation of
appropriate mitigation strategies, and implementation of necessary control measures.
While it is not possible to eliminate all risks entirely, the Company
continuously strives to minimize their impact on its operations through proactive risk
monitoring and mitigation.
In accordance with Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and being among the top 1000 listed entities
by market capitalization as on December 31,2024, the Board approved the constitution of a
Risk Management Committee during the year, with the constitution becoming effective from
April 1, 2025. The composition and functioning of the Committee are in compliance with the
applicable provisions of the SEBI LODR Regulations.
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 by the auditors for inefficiency or inadequacy of such controls.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the provisions of Section 135 of the Companies Act,
2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended from time to time, the Company has duly constituted a Corporate Social
Responsibility (CSR) Committee.
The CSR Committee has formulated and recommended a CSR Policy to the
Board, outlining the key focus areas, guiding principles, and framework for the selection,
implementation, and monitoring of CSR projects and activities. The said policy has been
duly approved by the Board of Directors.
The CSR Policy is available on the Company's website and can be
accessed at the following link:
https://global-uploads.webfiow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a66
Corporate-Social- Responsibilitv-Policv.pdf
In accordance with the provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company
was required to spend Rs. 32,49,193 towards CSR activities during the financial year
2024-25, based on the average net profits of the preceding three financial years.
During the year, the Company spent a total amount of Rs. 60,61,505.12
on CSR initiatives, in alignment with its CSR Policy, primarily focused on promoting
education and enhancing vocational skills. Out of the total amount spent:
• Rs. 6,41,240 was adjusted towards the excess CSR expenditure
carried forward from the previous year FY 2023-24( in respect of the FY 2022-23
obligation).
• Rs. 26,07,953 was applied towards fulfilling the current
year's CSR obligation (FY 2024-25).
As a result, a fresh surplus CSR expenditure of Rs. 34,53,552.12 has
been generated during FY 2024-25, which can be set off against CSR obligations for the
next three financial years in accordance with applicable provisions.
The summary of CSR obligations and expenditures for the last two
financial years is as follows:
| Financial Year |
CSR Obligation (Rs.) |
Actual Expenditure (Rs.) |
Surplus Expenditure (Rs.) |
| 2023-24 |
11,52,071 |
17,93,311 |
6,41,240 |
| 2024-25 |
32,49,193 |
60,61,505 |
34,53,552.12 |
*Net surplus carried forward for future set-off: Rs. 34,53,552.12,
after adjusting the previous year's carried forward surplus of Rs. 6,41,240.
The Annual Report on CSR activities of the Company for the year under
review, in the prescribed format, as required under Sections 134 and 135 of the Act read
with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as
amended) and Rule 9 of the Companies (Accounts) Rules, 2014 has been attached as Annexure
- B and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under the provisions of Regulation 34 of the Listing
Regulations, Management Discussion & Analysis Report is presented in a separate
section forming part of Annual Report and provides details on overall Industry Structure
and Developments, financial and operational performance and other material developments
during financial year under review.
Disclosure pertaining to remuneration and other details as required
under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in the Annexure- C to this report.
In accordance with 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, as amended, a statement showing the name and other particulars of
the employees drawing remuneration in excess of the limits set out in the said Rule forms
part of this report.
In terms of Section 136 of the Act, the Report and Accounts are being
sent to the Members of the Company excluding information on employees' particulars
which is available for inspection by the Members at the Registered Office/Corporate Office
of the Company during the business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in obtaining such
information, he/she may write to the Company Secretary at the Registered Office of the
Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism named Whistle Blower
Policy, for Directors, employees and business associates to report to the Management,
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics, in accordance with the provisions of Section 177
(10) of the Act and Regulation 22 of the Listing Regulations. This mechanism provides for
adequate safeguards against unfair treatment of whistle blower who wishes to raise a
concern and also provides for direct access to the Chairman of the Audit committee in
appropriate/exceptional cases.
The Whistle Blower Policy is available on the website of the Company
https://global-uploads.webflow. com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a3c
Whistle-Blower-Policy.pdf
During the year under review, no incidence under the above mechanism
was reported.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT
TRADING BY DESIGNATED PERSONS (CODE OF CONDUCT)
The Company has adopted a Code of Conduct to regulate, monitor and
report trading by Designated Persons [Pursuant to Regulation 9 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015]. This Code of Conduct
is intended to prevent misuse of Unpublished Price Sensitive Information
(“UPSI”) by Designated Persons and their immediate relatives.
The said Code lays down guidelines, which advise Designated Persons and
Insiders on the procedures to be followed and disclosures to be made in dealing with the
shares of the Company and cautions them on consequences of non-compliances. This Code
includes a Policy and Procedure for Inquiry in case of leakage of UPSI or suspected
leakage of UPSI and is available for reference on the website of the Company i.e.
https://cdn.prod.website-files. com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27890
Code-of-Conduct-for-Prevention-of-Insider- Trading.pdf
During Financial Year 2024-25, the Company had also conducted awareness
session on insider trading for the Designated persons.
RELATED PARTY TRANSACTIONS
The Board of Directors accords the highest importance to good
governance and maintaining the confidence and trust of all stakeholders. In line with this
commitment and to ensure transparency in transactions that may involve potential conflicts
of interest, the Company has adopted a well-defined Related Party Transactions (RPT)
Policy. This policy outlines the framework for identifying, reviewing, and approving
related party transactions. The Audit Committee of the Board plays a key oversight role in
reviewing and monitoring such transactions to ensure they are in compliance with
applicable laws and governance standards.
During the financial year 2024-25, all related party transactions
entered into by the Company were in the ordinary course of business and conducted on an
arm's length basis. These transactions were reviewed and approved by the Audit
Committee, which also granted prior approval for the estimated related party transactions
for the financial year 2024-25, in accordance with applicable legal provisions. The Board
confirms that none of the related party transactions undertaken during the year involved
any conflict of interest or were of a material nature as defined under the Company's
RPT Policy.
Accordingly, the requirement to disclose related party transactions in
Form AOC-2 under the Companies Act, 2013 is not applicable for the year under review.
The updated RPT Policy is available on the Company's website and
can be accessed through the following link:
https://cdn.prod.websitefiles.com/6473d8d02a3cf26273f27856/65cf3d42c963b15d1a0c8781
Policy%20on%20 Related%20Party%20Transactions.pdf
Further, the disclosures required under Indian Accounting Standard (Ind
AS) 24 - Related Party Disclosures have been provided in Note No. 36 of the Standalone
Financial Statements, which form part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, (including any statutory
modification(s) and/or re-enactment(s) thereof for the time being in force), your
directors state that:
a) in the preparation of the annual accounts for the period under
review, the applicable accounting standards had been followed and no material departures
have been made from the same;
b) the Directors had selected 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 at the end of financial year and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern
basis;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
E2E Networks is committed to providing all employees a safe, respectful
and inclusive workplace. The Prevention of Sexual Harassment (POSH) Policy aligns with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, ensuring a work environment free from harassment. The Policy for Protection of
Women's Rights at Workplace has been formulated to guide the Company in redressing
sexual harassment- related complaints. This policy is based on the laws of India and
applicable to all its establishments located in India, encompassing all employees, and
contract workers. This policy also protects anyone visiting the Company's
establishments, including clients, customers, third-party contractors, vendors, suppliers,
business representatives, and others.
The policy on Prevention of Sexual Harassment at Workplace in place is
available on the Company's website and can be accessed through the following link:
https://global-uploads.webflow.com/6473d8d02a3cf26273f27856/6473d8d02a3cf26273f27a38
Sexual- Harassment-of-Women-at-Workplace.pdf
The Company has constituted Internal Committee as per the sexual
Harassment of Women & workplace (Prevention, Prohibition and Redressal) Act, 2013..
The summary of complaints received and disposed off during the year
under review:
(a) number of complaints of sexual harassment received in the year -
Nil
(b) number of complaints disposed off during the year - N.A.
(c) number of cases pending for more than ninety days - Nil MATERNITY
BENEFIT ACT
In compliance with the Maternity Benefit Act, 1961 and applicable
provisions of the Companies Act, 2013, the Company continues to uphold its commitment to
supporting the health and well-being of women employees during maternity. Eligible women
employees are entitled to maternity leave benefits, including paid leave of up to 26 weeks
for the first two children, in line with statutory requirements.
The Company also provides additional support measures such as flexible
work arrangements, extended unpaid leave (where applicable), and access to medical
consultation and counseling services to ensure a smooth transition during and after the
maternity period.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on the March
31,2025:
Male Employees: 150
Female Employees: 33
Transgender Employees: 0
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND
GENERAL MEETING
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India on Board and General Meetings.
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.
VALUATION FOR ONE TIME SETTLEMENT OR WHILE TAKING
THE LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
There were no instances during the period under review where your
Company required the valuation for one time settlement or while taking the loan from the
Banks or Financial institutions.
DOWNSTREAM INVESTMENT
The Company does not have any downstream foreign investment.
HUMAN RESOURCE MANAGEMENT
At E2E, we firmly believe that our people are our greatest strength and
the cornerstone of our continued growth and innovation. The Company remains committed to
fostering a people-first culture that nurtures talent, encourages collaboration, and
promotes holistic employee development. Recognizing that a motivated and skilled workforce
is integral to sustained business success, E2E continues to invest significantly in
learning and development, leadership enhancement, and skill-building initiatives tailored
to evolving industry demands.
The Company is dedicated to creating an inclusive, safe, and empowering
workplace, where employees are inspired to perform at their best. Our human resource
policies are designed to promote a culture of trust, transparency, and
meritocracy, with a strong emphasis on diversity, equity, and employee
well-being. We encourage a performance- driven environment that values teamwork,
innovation, and accountability.
Through structured career progression frameworks, continuous feedback
mechanisms, and recognition programs, E2E actively supports the professional and personal
growth of its employees. Our focus remains on attracting, developing, and retaining top
talent, while reinforcing a high-performance, values-driven organizational culture that
aligns with the Company's long-term strategic objectives.
CAUTIONARY STATEMENT
This Report, including the Management Discussion and Analysis, may
contain certain statements that are or may be deemed to be “forward-looking
statements” within the meaning of applicable laws and regulations.
These statements reflect the Company's current expectations
regarding future events and operating performance. However, actual results may differ
materially from those expressed or implied due to various risks and uncertainties.
Key factors that could affect the Company's operations include,
but are not limited to, changes in economic conditions impacting demand and supply,
fluctuations in domestic and global market prices, modifications in applicable laws and
regulations, including taxation and governmental policies, and other incidental factors.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or
otherwise.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation and
gratitude for the unwavering support, commitment, and cooperation received from all
stakeholders of the Company. The Directors extend their heartfelt thanks to the employees
for their dedication and hard work, to the customers for their continued trust, to the
vendors and bankers for their dependable support, and to the government and regulatory
authorities for their guidance. The Board also acknowledges the enduring faith and
confidence reposed by the shareholders, which continues to inspire the Company in its
journey of sustained growth and value creation.
|
On behalf of the Board of Directors |
|
|
Sd/- |
Sd/- |
|
Tarun Dua |
Srishti Baweja |
| Place: New Delhi |
Managing Director |
Whole Time Director |
| Date: August 28, 2025 |
DIN:02696789 |
DIN: 0805700 |
|