Your Directors have pleasure in presenting the Thirty Fifth (35^th) Annual Report of your Company together with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ended 31^st March, 2023.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required. Financial Results

Your Company's financial performance (Standalone and Consolidated) for the financial year ended March 31, 2023 is summarized below:

(All amount in Rupees Lacs, unless otherwise stated)

Company's Performance:

During the period under review, at consolidated level, the Company achieved revenue of Rs.826.26 lacs EBITDA Rs. 36.65 lacs, PBT of Rs. 30.60 lacs and PAT of Rs. 20.81 lacs as compared to the revenue of Rs. 721.77 lacs, EBITDA Rs. 40.23 lacs, PBT of Rs. 36.05 lacs and PAT of Rs. 27.35 lacs respectively in the previous year.

On an unconsolidated basis (at standalone level), the Company achieved revenue of Rs. 725.45 lacs EBITDA Rs. 30.99 lacs, PBT of Rs. 25.97 lacs and PAT of Rs. 18.41 lacs as compared to the revenue of Rs. 609.17 lacs , EBITDA Rs. 27.87 lacs, PBT of Rs. 24.10 lacs and PAT of Rs. 17.71 lacs respectively in the previous year.

At the Standalone level the sales of the Company have increased by 14.76% as compared to previous year and at the Consolidated level also the sales of the Company has increased by 13.02% as compared to last year.

Share Capital

As on March 31, 2023, paid up share capital of the Company was Rs. 5577.40 lacs divided into 55,774,000 equity shares of Rs.10/-each. There was no change in share capital of the Company during the Financial Year 2022-23.

Dividend and Transfer to Reserves

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and the brought forward losses, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2023. Accordingly, no amount is also proposed to be transferred to the reserves of your Company.

Listing with Stock Exchanges

Your Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to Bombay Stock Exchange Ltd. and The Calcutta Stock Exchange Ltd. where your Company's Shares are listed.

No shares of your Company were delisted during the financial year.

Change in the nature of business, if any

There has been no change in the nature of business of the Company during the financial year 2022-23.

Deposits from Public

Your Company has not accepted any kind of deposit from the public under Chapter V of the Companies Act, 2013 during the year under review and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Particulars of loans, guarantees and investments

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and date of the report

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

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") forms part of this Annual Report and is annexed as 'Annexure-1'.

Human Resource Management

Attracting, enabling and retaining talent has been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

Your Company's focus lies in creating a performance based culture, driven by focused growth and clear career development plan for each employee. A robust Talent Acquisition system enables the Company to balance unpredictable business demands.

Quality Initiatives & Achievements:

The Company successfully achieved annual enterprise-wide ISO certification for ISO 27001:2013 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription, Mobile Application and Digital Marketing.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act"), SEBI LODR and Ind-AS-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements for the financial year ended March 31, 2023 are provided in the Annual Report.

Subsidiary companies

The Company has two subsidiaries namely Lensel Web Services Private Ltd and Rituraj Shares Broking Pvt. Ltd. as on March 31, 2023. There has been no material change in the nature of business of the subsidiaries.

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 a statement containing the salient features of the financial statement of a company's subsidiaries is given in Form No. AOC-1 annexed as 'Annexure 2', which forms a part of this Annual Report.

During the year no new subsidiary was formed or ceased. Further, the Company has no Joint Venture and Associate during the financial year ended March 31, 2023.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Subsidiaries, are available on the website of the Company https://lnsel.com/investor/

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the Head Office of the Company and the respective offices of its subsidiary companies.

The Company has adopted a policy for determining the criteria of 'Material subsidiaries' which can be viewed at the Company's website at the link: (https://lnsel.com/wp-content/uploads/2020/39/policv-on-material-subsidiaries.pdf

Details of Significant and Material orders passed by the Regulators /Courts / Tribunals Impacting the going concern status and the Company's operations in future

During the financial year 2022-23, there was no significant and material orders passed by any Regulators / Courts /Tribunals, which impacts the going concern status and the Company's Operations in future.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (C) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Act 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(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.

Directors and Key Managerial Personnel

Your Director Mrs. Arpita Gupta retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Additional information and brief profile as required under the SEBI Regulations for the Director seeking reappointment is annexed to the Notice of AGM. The Board of Directors of your Company recommends her reappointment in the Board.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses or otherwise incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

Disclosures with respect to the Board composition, Directors and Board meetings held during the financial year are covered under the Corporate Governance report forming part of this report, as per the Provisions of the Companies Act, 2013.

All the declarations were placed before the Board. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other statutory authority.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the company as on March 31, 2023 are; Mahesh Gupta, Chief Executive Officer, Vikash Singh, Chief Financial Officer and Pritika Gupta, Company Secretary.

Independent Directors

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them contribute significantly to your Company.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The details of the familiarisation programme imparted to the Independent Directors of the Company are uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2023/D3/familiarization-programme-for-independent-director.pdf

Board and Committee Meetings

Four meetings of the board were held during the year. For details of the meetings of the board and its Committees, please refer to the Corporate Governance Report, which forms a part of this report.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on February 11, 2023 without the presence of Non-Independent Directors and members of the Management and, inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

(iii) 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 & reasonably perform their duties.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Independent Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting held on February 11, 2023, have reviewed the performance of Non-Independent Directors and the Board as a whole. The review of performance of Non-Independent Directors was done, on various parameters, such as, skill, competence, experience, governance, degree of engagement, ideas & planning, attendance, leadership, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members, etc.

The Nomination and Remuneration Committee of the Board, based on the report of the Independent Directors, evaluated the performance of the Non-Independent Directors. The said Committee members also evaluated the performance of the Independent Directors of the Company, based on the reports of the Executive Directors, considering their requisite skills, competence, experience and knowledge of the regulatory requirements relating to governance, such as, roles and responsibilities under the Code for Independent Directors, the Act, the SEBI Listing Regulations, etc.

The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination and Remuneration Committee, evaluated the performance of Board and of individual Directors. The Board also carried out the evaluation of performance of its Committees on various parameters, such as, adequacy of meetings in enhancing the effectiveness of the Committee, existence of a defined set of objectives/ terms of reference, etc.

The result of review and evaluation of performance of Board, it's Committees and of individual Directors was found to be satisfactory.

Policy on Appointment of Director and Remuneration

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee meetings. No other remuneration or commission is paid to the NonExecutive Directors.

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The said Remuneration Policy forms part of this report and is annexed as 'Annexure-3' to this report. The same is also available on https://lnsel.com/wp-content/uploads/2021/08/remuneration-policy.pdf Internal Financial Control System and their adequacy

The Company has in place adequate internal financial controls with reference to the Financial Statements. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company's policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

Cost Records and Cost Audit

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Audit Committee

The details with respect to the composition of the Audit Committee, the number of meetings held during the Financial Year under review and attendance therein, and the terms of reference has been detailed out in the Corporate Governance Report, which forms part of this Annual Report.

Further, there were no instances wherein the Board had not accepted any recommendation of the Audit Committee.

Nomination and Remuneration Committee

Details pertaining to constitution of the Nomination and Remuneration Committee of the Board of Directors of the Company, number of meetings held during the period under review, attendance therein and its terms of reference have been stated in the Corporate Governance Report, which forms part of this Annual Report.

Auditors

Statutory Auditors

M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm Registration No. 327511E), were appointed as Statutory Auditors of your Company from the conclusion of Thirty Fourth (34^th) Annual General Meeting (AGM) till conclusion of Thirty Ninth (39^th) AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

For the year under review, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013.

The Auditors' Report contains 'Unmodified Opinion' on the financial statements (Standalone and Consolidated) of your Company, for the year ended 31st March, 2023 and there are no qualifications reservations or adverse remarks in their report. Secretarial A uditor

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has re-appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) to conduct the Secretarial Audit Report of the Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3, for the financial year ended March 31, 2023 is annexed as 'Annexure-4-(a)' to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Lensel Web Services Pvt Ltd., material subsidiary of your Company, has undertaken its secretarial audit for the financial year ended March 31, 2023 by Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) as 'Annexure-4-(b)' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended March 31, 2023 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by Rasna Goyal, Practicing Company Secretaries and filed with the Stock Exchanges. The same is available on the website of the Company at www.lnsel.com.

Qualifications in Audit Reports

The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

Risk Management Policy

The Company has systems for Internal Audit and Enterprise Risk assessment and mitigation. As part of the Annual Internal Audit Plan, the audit plan is approved by the audit committee. Further, on a quarterly basis summary of key findings is presented to the Audit committee. With increasing globalization and unprecedented changes in business environment, the Company on a periodic basis identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Company's long-term goals and vision.

In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Secretarial Standards

The Directors state that the applicable Secretarial Standards, i.e. SS-1 and SS -2, relating to 'Meetings of the Board of Directors' and 'General Meeting' respectively, have been duly followed by the Company.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors, employees and others who are associated with the Company in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The Policy provides for adequate safeguards against victimization of Employees/ Directors who avail the mechanism. The company affirms that no person has been denied access to the Audit Committee in this respect. The said policy has been uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2020/39/vigil-mechanismwhistle-blower-policv.pdf Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and on an arm's length basis .During the financial year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the company's policy of Materiality of Related Party Transactions except those, provided in Form AOC-2 are not applicable for the year under review.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link https://lnsel.com/wp-content/uploads/2019/08/policy-on-related-party-transactions.pdf

The Directors draw attention of the members to Note no .22 to the standalone financial statement which sets out related party disclosures.

Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Annual Return

Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2022, in Form No. MGT-7, can be accessed on the website of the Company https://lnsel.com/wp-content/uploads/2023/Q8/extract-of-ar-form_mgt_7-1.pdf

Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2023, will be duly uploaded on the website of the Company, at https://lnsel.com/investor/, upon filing of the same with the Registrar of Companies, under Section 92(4) of the Act.

Particulars of Employees and related disclosures

There are no employees falling within the provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Future Prospects

Your Company has had steady growth in both domestic as well as international markets this year. Your Company has special focus on further expanding its ERP & Mobile Application within India in coming years. It has also expanded its digital transformation business in the overseas market by adding more business partners from various countries. The Company anticipates getting good volume of business in the coming year both from international as well as domestic market.

Cloud Solutions : continues to show an increasing demand as most organizations are working remotely and hence moving to cloud to run their operations. Cloud is increasingly becoming an integral part of the business across all sectors.

Your company has also been involved with Cloud Solutions. We are partners with world leaders like AWS (Amazon Web Services) and Microsoft Azure for offering robust cloud solutions to its customers.

E-commerce has come a long way since last few years. The way the world consumes has now shifted in favor of the minimum-risk and minimum-exposure advantage of online shopping., global e-commerce sales for 2023 is $5.8 Trillion in 2023. Your company is actively helping companies to increase their sales by building their own ecommerce platforms.

India adds the highest number of internet users per year, vs. any other country in the world. More importantly, over 60% of consumers access the internet via their smart phones.

Big business firms look for a product that helps them to tap in among the target audience, to help them compete with other business and stay ahead of them. Our skilled, proficient and experience mobile application team will help to plan, design, develop and deliver a customized application to suit customers' business needs.

We look forward to continuing to enhance our expertise in this area to adhere to the continued demands of the market. Following are few services that your company plans to offer in the coming years:

• Your Company is also planning to expand itself as a staffing company in various big IT companies working in the area of SAP & Oracle Applications.

• Your Company is now focused on further expanding Enterprise Applications business both in domestic as well as in overseas market.

• Your Company is focusing on getting more Government projects in the areas of ERP and Mobile Applications.

• Your company is also planning to venture into new and emerging technologies like IoT, Robotics and Artificial Intelligence. Your Company is constantly striving to keep pace with changing demands of corporations and adapt to new fields of innovation, improved performance with a continued sense of commitment to a higher standard. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution with the help of business automation tools.

Employee Stock Option Scheme

Presently, the Company does not have any Employee Stock Option/Purchase Scheme.

Policy on Prevention of Sexual Harassment

Your Company has in place a policy on prevention of sexual harassment at work place in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo Pursuant To Provisions Of Section 134 Of The Companies Act, 2013 Read With The Companies (Accounts) Rules, 2014.

The Statement pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Company's (Accounts) Rules 2014 is annexed as 'Annexure-5' forming part of this report.

Corporate Governance

The Corporate Governance Report, in terms of Regulation 34(3), read with Schedule V, of the SEBI Listing Regulations, forms part of this Annual Report. The Company has obtained a certificate from the Statutory Auditors' of the company regarding compliance of conditions and the same forms part of this annual report and annexed as 'Annexure-6'.

Other Disclosures

a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

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

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

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL (West Bengal Electronics Industry Development Corporation Limited).

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels and thank the Company's customers, vendors, investors and academic partners for their continuous support. Our consistent growth is possible because of their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: Kolkata Ajay Kumar Agarwal

Dated: 12^th August, 2023 Executive Director