Equippp Social Impact Technologies Ltd Directors Report

To,

The Members of

EQUIPPP SOCIAL IMPACT TECHNOLOGIES LIMITED

Dear Members,

Your Directors take pleasure in presenting the Thirty-second (32nd) Annual Report of EQUIPPP Social Im- pact Technologies Limited ("Company" or "EQUIPPP") together with the Audited Financial Statements for the Financial Year("F.Y.") ended March 31st, 2024 and Auditors Report thereon.

1. COMPANYS FINANCIAL PERFORMANCE:

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2023- 24	F.Y. 2022 - 23	F.Y. 2023- 24	F.Y. 2022-23
Income from operations	186.61	150.11	187.43	150.11
Other Income	-	1.45	-	1.45
Total Income from operations (A)	186.61	151.57	187.43	151.57
Expenses:
a) Employee benefits expense	82.47	48.30	90.11	48.30
b) Finance costs	11.43	6.66	11.66	6.66
c) Depreciation and amortisation	25.60	24.35	25.65	24.35
d) Other expenses	82.05	44.23	88.14	45.21
Total expenses (B)	201.55	123.54	215.56	124.52
Profit/ (Loss) before exceptional items and tax (A-B)	(14.94)	28.02	(28.12)	27.05
Less: Exceptional items	-	-	-	-
Profit/ (Loss) before tax	(14.94)	28.02	(28.12)	27.05
Less: Tax expense	-	-	-	-
Net Profit /(loss) for the period	(14.94)	28.02	(28.12)	27.05
Other Comprehensive Income (OCI)	-	-	-	-
Total comprehensive income for the year	(14.94)	28.02	(28.12)	27.05

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

1. FINANCIAL SUMMARY:

The Consolidated and Standalone Financial Statements of the Company for the year ended March 31st, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI List- ing Regulations"), which have been reviewed by the Statutory Auditors.

Standalone Performance

The total revenue of the Company for F.Y. 2023-24 stood at Rs. 186.61 Lakhs. The Company has incurred a

loss of Rs. 14.94 Lakhs for F.Y. 2023-24, as against the profit of Rs. 28.02 Lakhs in the previous year.

Consolidated Performance

During the Financial Year under consolidation, for the period ended March 31st, 2024, the total consolidated Revenue of the Company stood at 187.43 Lakhs and the consolidated Net Loss was Rs. 28.12 Lakhs.

2. DIVIDEND:

In achieving significant milestones and robust financial performance, the Board of Directors has chosen not to declare any dividends for F.Y 2023-24. This decision reflects our dedication to enhancing shareholder val- ue through sustained growth initiatives and prudent capital management. We remain focused on optimizing our resources to capitalize on future opportunities and maximize long-term shareholder returns. Further the Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Require- ments) Regulations, 2015 is not applicable to the Company as it does not fall under top 1000 Listed Compa- nies based on its market capitalization as at the end of the Financial Year March 31st, 2024.

3. TRANSFER TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve Account during the Financial Year ended 31st March, 2024.

4. CHANGE IN THE NATURE OF BUSINESS:

During the F.Y. 2023-24, there was no other change in the nature of the Business.

5. BUSINESS OVERVIEW AND FUTURE OUTLOOK:

Evolved in 2021 as an NSE mainboard-listed entity through NCLT, EQUIPPP (Expression of Equity Interest in Public and Private Partnerships) facilitates, as the name suggests, the evolution of Public-Private Partner- ships between governments, organizations, local bodies, social impact investors, CSR foundations, and others. It enables interconnection and collaboration on sector-wise and geography-wise interests and challenges, of- fering suitable and customized solutions powered by technology and finance.

The business model of EQUIPPP is structured around two verticals: the IP vertical and the IT vertical.

The IP business model for EQUIPPP focuses on finance and technology-powered solutions, with a phased

rollout of capabilities based on a long-term strategic vision.

This strategy is driven by two mirror-image subsidiaries: EQUIPPP DESI (Finance) and EQUIPPP 3.0 Labs (Technology).

In the current environment, where State Governemnts and local Governements face fiscal stress due to FRBM constraints, financing development priorities is experiencing a liquidity crunch. This situation presents an excellent business opportunity for EQUIPPP to offer innovative solutions powered by finance and technology.

Pairing the book-building and enterprise solutions of EQUIPPP with a dedicated financing arm will have a mutually synergistic effect and create a multiplier effect on EQUIPPP, through the revenue and impact gener- ated both from the platform and from the financing arm.

Thus, through the fully owned subsidiary, "EQUIPPP DESI Investments Pvt. Ltd." (DESI), EQUIPPP pro- vides strategic consulting and funding vehicles to capitalize on this opportunity.

Technology plays a crucial role. Along with book-building and collaboration, it can assist in sourcing, impact measurement, and intelligence. This is powered by the EQUIPPP 3.0 Labs.

As a business, EQUIPPP DESI serves as a mirror image of EQUIPPP and is currently the primary business enabler for the company. As a separate legal entity, DESI can effectively navigate the regulatory landscape and create a transparent channel for financing impactful projects.

The IT vertical is being developed organically at both the parent company and subsidiary levels. Inorganic growth is also being explored by combining synergies with a few identified entities that have recurring rev- enues and established customer bases, which complement EQUIPPPs PaaS, book-building, and enterprise solutions.

6. SHARE CAPITAL:

1. Authorized Share Capital:

There was no change in the Authorized Capital of the Company during the Financial Year 2023-2024. The Authorized Share Capital of the Company as at March 31st, 2024 stood at Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Re.1 each.

2. Issued, Subscribed and Paid-up Share Capital:

Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 10,30,95,225/- divided into 10,30,95,225 Equity Shares of Re.1/- each.

1. LISTING WITH STOCK EXCHANGES AND DEPOSITORY SERVICES:

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) with scrip code EQUIPPP and BSE Limited (BSE) under Permitted to Trade Category with scrip code No. 590057. The annual Listing Fee for the Financial Year 2024-2025 has been paid to the National Stock Exchange of India Limited (NSE).

Further, the Companys Equity Shares have been admitted to the depository mechanism of the National Se- curities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result, the Investors have an option to hold the Shares of the Company in a Dematerialized Form in either of the two Depositories.

2. HUMAN RESOURCES:

A Companys continued success depends on the ability to attract, develop and retain the best talent at every level. The Companys Human Resource (HR) Management practices ensure a fair and reasonable process for all- round development of its talent. The Company strives to maintain a skilled and dedicated workforce, rep- resenting diverse experiences and viewpoints.

3. CREDIT RATINGS:

The Company hasnt issued any Debt Instruments and hence does not require obtaining any Credit Ratings for such Debt Instruments.

4. HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES:

With effect from 03rd June, 2021, Equivas Capital Private Limited is the holding Company by virtue of hold- ing 86.89% of the Equity Shares of your Company.

The company incorporated a wholly owned subsidiary on 25th June, 2022 by the name Equivas Tech Innova- tions Limited, as a part of restructuring its business.

The Company has acquired 65% stake in Three Point 0 Labs Technologies Private Limited, making it a Sub- sidiary entity of EQUIPPP w.e.f. January 06, 2024.

The name Three Point 0 Labs Technologies Private Limited was changed to EQUIPPP Three Point 0 Labs Technologies Private Limited w.e.f February 24, 2024.

The Company incorporated a wholly owned subsidiary on February 20, 2024 by the name EQUIPPP Desi Investments Private Limited.

The Company has entered into a Joint Venture agreement with Seneca Global IT Services Private Limited (SenecaGlobal) on July 22, 2023, pursuant to which Company incorporated an LLP on February 23, 2024 in the name of EQUIPPP AND SGIT JV LLP.

In terms of provision to sub-section (3) of Section 129 of the Act, the salient features of the financial state- ments of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Boards Report as ANNEXURE -1.

Apart from the above, the Company does not have any other Associates or Subsidiaries nor has entered into any other Joint Venture Agreements.

5. MEETINGS OF THE BOARD:

During the period under review, the Board of Directors met 9 (Nine) times viz. on 29-05-2023, 08-07-2023,

14-08-2023, 04-09-2023, 29-09-2023, 30-10-2023, 14-11-2023, 09-01-2024 and 13-02-2024. The intervening

gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

The details of the meetings of the board of directors of the company convened during the financial year, the attendance of the members there and other requisite details are given in the Corporate Governance Report which forms part of this Annual Report.

Sr. No	Date of Board Meeting	Board Strength	No. of Directors present
1	29-05-2023	08	05
2	08-07-2023	08	05
3	14-08-2023	08	05
4	04-09-2023	09	06
5	29-09-2023	09	05
6	30-10-2023	09	06
7	14-11-2023	10	07
8	09-01-2024	07	06
9	13-02-2024	06	05

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & KMPs of the Company as on 31st March, 2024 are as follows:

Name	Date of appointment	DIN/PAN	Category
Dr. Narendra Mairpady	05/11/2021	00536905	Chairman & Independent Director
Ms. Deepali	14/08/2023	07707780	Non-Executive Director
Ms. Krithika Jayaraman	13/02/2024	08006421	Non - Executive Director
Ms. Madhuri Venkata Ramani Viswanadham	13/02/2024	08715322	Independent Director
Mr. Rajnikanth Ivaturi	15/09/2022	08298292	Independent Director
Ms. Alekhya Boora	15/09/2022	08703918	Independent Director
Ms. Vindhya Dronamraju	05/11/2021	03169319	Whole Time Director
Mr. Sreenivasa Chary Kalmanoor	18/03/2021	09105972	Executive Director
Mr. Amol Arvind Palkar	30/10/2023	AFFPP4167H	CEO
Mr. Prashal Pandey	10/01/2024	CIUPP8434M	Company Secretary
Mr. Venkataraman Subramanian Appointed post March 31, 2024	15/04/2024	00357727	Independent Director
Ms. Pooja Sharma Appointed post March, 31, 2024	14/08/2024	EGWPS4874J	Company Secretary

Details of Directors and Key Managerial Personnel as on 31st March, 2024:

During the F.Y. 2023-24, Ms. Vindhya Dronamraju, Whole Time Director, Mr. Amol Arvind Palkar, Chief Ex- ecutive Officer and Mr. Prashal Pandey, Company Secretary were Key Managerial Personnel of the Company under the provisions of Section 203 of the Companies Act, 2013.

Details of Changes in the Board of Directors and Key Managerial Personnel During the Financial Year 2023-24:

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors at its meeting held on August 14, 2023 appointed Ms. Deepali (DIN: 07707780) as an Additional Non-Executive Director of the Company with effect from August 14, 2023, in accordance with the require- ments of the Companies Act, 2013, and LODR Regulations, the said appointment was regularized by Share- holders in the 31st AGM held on September 30, 2023.

Ms. Krithika Jayaraman (DIN: 08006421) was appointed as an Additional Non-Executive Director of the Com- pany with effect from October 30, 2023, whose appointment was not regularized within the time frame men- tioned in Regulation 17 (1C) of the Listing Regulations. Further, Based on the recommendation of Nomination and Remuneration Committee, the Board approved the appointment of Ms. Krithika Jayaraman as an Addi- tional Non-Executive Director of the Company w.e.f. February 13, 2024 the said appointment was regularized by Shareholders through Postal Ballot/e-voting on April 15, 2024.

Based on the recommendation of Nomination and Remuneration Committee, the Board approved the ap- pointment of Ms. Madhuri Venkata Ramani Viswanadham as an Additional Independent Director of the Com- pany with effect from February 13, 2024 the said appointment was regularized by Shareholders through Postal Ballot/e-voting on April 15, 2024.

Mr. Mahesh Ramachandran (DIN: 01909967), Managing Director of the Company have tendered his resigna- tion from the office of Managing Director of the Company on December 12, 2023 and the Board has approved the same with effect from February 13, 2023.

Mr. Mohan Lal Kaul (DIN: 02613732), Non-Executive Director of the Company has tendered his resignation from the office of Director of the Company, with effect from November 15, 2023.

Mr. Krishnan Trichy Vanamamalai (DIN: 02724457), Non-Executive Director of the Company has tendered his resignation from the office of Director of the Company, with effect from November 15, 2023. Consequently, he also ceased to be a Member of the Audit Committee, Nomination & Remuneration Committee and Stake- holders Relationship Committee of the Company.

Based on the recommendation of Nomination and Remuneration committee, the Board approved the Appoint- ment Mr. Amol Arvind Palkar as a Chief Executive Officer of the Company with effect from October 30, 2023.

Mr. Karthik V Potharaju, who was the Company Secretary and Compliance Officer on the Company resigned from the office of Company Secretary and Compliance Officer with effect from January 9, 2024.

Based on the recommendation of Nomination and Remuneration committee, the Board approved the Ap- pointment of Mr. Prashal Pandey as the Company Secretary and Compliance Officer of the Company with effect from January 10, 2024.

Mr. Sri Prasad Mohan Ankem, have resigned from the office of Chief Financial Officer of the Company with effect from September 29, 2023.

Based on the recommendation of Nomination and Remuneration committee, the Board approved the Appoint- ment of Mr. Kishore Lanka as a Chief Financial Officer and Key Managerial Personnel of the Company with effect from September 30, 2023. Mr. Kishore Lanka have resigned from the office of Chief Financial Officer of the Company with effect from January 8, 2024.

Post closure of Financial Year till the date of approval of Board Report:

Based on the recommendation of Nomination and Remuneration Committee, Board recommended the ap- pointment of Mr. Venkataraman Subramanian (DIN: 00357727) as an Independent Director of the Company on January 9, 2024 and the members of the Company by requisite majority approved the appointment through Postal Ballot/e-voting on April, 15, 2024.

Mr. Prashal Pandey, have resigned from the office of Company Secretary and Compliance officer of the Com- pany with effect from August 13, 2024.

Based on the recommendation of Nomination and Remuneration committee, the Board of Directors in their meeting held on August 13, 2024 have approved the Appointment of Ms. Pooja Sharma as a Company Secre- tary and Compliance Officer of the Company with effect from August 14, 2024.

7. DETAILS OF DIRECTORS RETIRE BY ROTATION:

Pursuant to provisions of section 152(6) of the Companies Act, 2013 (the "Act") and in terms of the Mem- orandum and Articles of Association of the Company, Mr. Sreenivasa Chary Kalmanoor (DIN: 09105972), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members approval at the 32nd Annual General Meeting.

As per Secretarial Standard – 2 of the Institute of Company Secretaries of India (ICSI) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Members of the Company may wish to refer to the accompanying notice of the 32nd Annual General Meeting of the Company, for a Brief profile of the Director.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations / Confirmations from all the Independent Directors of the Company as required under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appoint- ment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances, which has affected their status as Independent Directors. They are in- dependent of the Management and are not related to any of the Directors or Key Managerial Personnel of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfill the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

9. COMMITTEES OF BOARD:

The Board has established following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee

The Committees constituted by the Board focuses on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The Decisions and Recommendations of the Committees and Minutes of Meeting of the Committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from various Committees were accepted by the Board.

The details pertaining to the composition of the various Committees of Board and details of their meeting held are included in the Corporate Governance Report, which is a part of this report. There were no instances during the financial year under review, wherein the Board had not accepted any recommendations made by any Committee of the Board.

1. POLICY FOR DETERMINING DIRECTORS ATTRIBUTES AND REMUNERATION OF DI- RECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT STAFF:

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determin- ing Director Attributes and Remuneration of Directors, Key Managerial Personnel and Senior Management Staff. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, ex- perience, knowledge, perspective, age and gender on the Board and to ensure that the level and composition of the Board and the Remuneration of Directors, Key Managerial Personnel and one step below the KMP are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at the web link:https://EQUIPPP.in/wp-con- tent/uploads/2022/07/Nomination-and-remuneration-policy.pdf.

2. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees, Individual Di- rectors, Chairperson and the CEO/ Managing Director etc., for the year under review.

In a separate meeting of the Independent Directors held on March 29, 2024 performance of Non- Independent Directors, performance of the Board as a whole was evaluated.

3. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, 2015, the Famil- iarization programme for Independent Directors, which also extends to other Non-Executive Directors aims to familiarize them with the Company, Nature of the Industry, Business Model, Processes & Policies, Com- pliances etc., and seeks to update them on the Roles, Responsibilities, Rights and duties under the Companies Act, 2013 and the SEBI Listing Regulations and other applicable statutes.

The Details of the induction and Familiarization Programme for the Directors are given in the Corporate Gov- ernance Report, which forms part of the Annual Report.

4. PARTICULARS OF EMPLOYEES AND REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 136 (1) of the Act and as advised, the particulars of employees as re- quired under Section 197 (12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection.

Members interested in obtaining a copy of the same may write to the Company Secretary at cs@EQUIPPP. com and the same will be furnished on request. Hence, the Annual Report is being sent to all the Members of the Company excluding the aforesaid information.

5. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and

Rules framed thereunder, either to the Company or to the Central Government.

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024

would be made available on the Companys website at www.EQUIPPP.in

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. In the preparation of the Annual Accounts for the Financial Year ended March 31st, 2024, the appli- cable Accounting Standards have been followed and there are no material departures from the same;
2. They have 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 Loss of the Company for that period;
3. They have 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 pre- venting and detecting fraud and other irregularities;
4. The Annual Financial Statements for the Financial Year ended March 31st, 2024 are prepared on a going concern basis;
5. They have laid down Internal Financial Controls to be followed by the Company and such internal

financial controls are adequate and operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems are adequate and operating effectively.

The Board is of opinion that the Companys Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its Operations and were effective during the Financial Year 2023-24. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

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, and Reimbursement of Expenses, if any.

9. AUDITORS:

1. Statutory Auditors and their Report:

M/s. Anjaneyulu & Co, Chartered Accountants (ICAI Firm registration no. 000180S) were appointed as Stat- utory Auditors of the Company, at the 30th Annual General Meeting held on December 30th, 2022, for a term

of 5 (five) consecutive years i.e., to hold office from the conclusion of 30th Annual General Meeting until the

conclusion of 35th Annual General Meeting of the Company to be held in the year 2027.

Further, the aforesaid Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

Further, the report of the Statutory Auditors along with the notes to accounts is enclosed with the Financial Statements. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2024. The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

2. Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Balarama Krishna Desina, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure

2. The comments mentioned in the Secretarial Audit Report are Self-Explanatory.

Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial Auditor has issued the "An- nual Secretarial Compliance Report" for the year ended 31st March, 2024, and the same was submitted to the stock exchanges in time.

No fraud has been reported by the Secretarial Auditor during the period under the review.

3. Cost Audit:

During the year under review, 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 to the Company.

4. Internal Auditors:

Your Company has a robust Internal Audit team for carrying out Internal Audit. Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, M/s. GBM & ASSOCIATES Chartered Accountants, Hyderabad, was appointed as the Internal Auditors of the Company for the F.Y 2023- 24 to perform the duties of Internal Auditors of the Company.

The report submitted by the Internal Auditors gets reviewed by the audit committee from time to time.

26. BUSINESS RISK MANAGEMENT:

Your Company periodically assesses the risk elements, mitigates the different kinds of risks which the Com- pany faces in its day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your Company does not foresee any critical risk, which threatens its existence.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to the Company as the Company does not come under the ambit of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

28. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 during F.Y. 2023-24 and, as such, no amount on account of principal or interest on public deposits was out- standing as on March 31st, 2024.

1. accepted during the year: NIL
2. remained unpaid or unclaimed as at the end of the year: NIL
3. whether there has been any default in repayment of deposits or payment of interest thereon during the year

and if so, number of such cases and the total amount involved-

1. at the beginning of the year: NIL
2. maximum during the year: NIL
3. at the end of the year: NIL
4. Details of the money received from directors: NIL

1. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements

2. TRANSACTIONS WITH RELATED PARTIES:

The company entered into transactions with related parties in accordance with the provisions of the Compa- nies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure – 3".

Policy on Materiality of and dealing with Related Party Transactions of the Company is available on the web- site of the Company and can be accessed at the web link:

https://EQUIPPP.in/wp-content/uploads/2022/07/Related-Party-Transaction-Policy.pdf.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing

Regulations and the same is presented in a separate section forming part of this Annual Report as Annexure

-4 . It provides details about the overall industry structure, global and domestic economic scenarios, develop- ments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

4. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

(a) a listed entity having paid up equity share capital not exceeding rupees ten crore and (b) net worth not ex- ceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the net worth of the company as on March 31, 2024, continues to be less than Rs.25 Crores, the above- mentioned provisions are not applicable to the Company. However, out of abundant caution the Company has furnished the Corporate Governance Reports to the NSE & BSE for all quarters of F.Y. 2023-24, the NSE had held that the Company had to comply with the CG provisions and imposed penalties for non-compliance/ delayed compliance under Listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company is contesting the aforesaid issue of applicability of provisions relating to Corporate Governance.

Though the applicability of Corporate Governance norms for the F.Y.2023-24 is in question, the Company has decided to implement certain Corporate Governance provisions as a good practice, on a best endeavor basis and enclosed the Corporate Governance report as Annexure -5 to this report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company doesnt fall under the Top 1000 Companies as per market capitalization as on 31st March 2024. Hence the disclosures relating to Business Responsibility and Sustainability Report is not applicable for FY 2023-24.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Com- panys vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for whistle blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.

The Policy is available on the website of the Company and the web link for the same is https://EQUIPPP.in/ wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There were no material order passed by any Regulator or Courts or Tribunals impacting the going concern of the Company during the F.Y 2023-24

However, the order dated 13-12-2022 passed by the Honble NCLT Hyderabad, granting 3 months time to comply with the Minimum Public Shareholding (MPS) requirements by the Company has been recalled via order no. IA (IBC)/1161/2023 dated June 03, 2024.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of Energy- NIL

1. the steps taken or impact on conservation of energy;
2. the steps taken by the company for utilizing alternate sources of energy;
3. the capital investment on energy conservation equipments;

1. Technology Absorption - NIL

1. the efforts made towards technology absorption;
2. the benefits derived like product improvement, cost reduction, product development or import substitution;
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
1. the details of technology imported;
2. the year of import;
3. whether the technology been fully absorbed;
4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
4. the expenditure incurred on Research and Development.

1. Foreign Exchange earnings and Outgo:

26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVEN- TION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (per- manent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. During the Financial year the Company has not received any complaints on sexual harassment.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has a robust Internal Control System commensurate with the size and scale of its Operations. Roles and responsibilities are clearly defined and assigned. A reputed Chartered Accountants firm has also been engaged for Internal Audit. The Audit Committee reviews the adequacy and effectiveness of Internal Control Systems and provides guidance for further strengthening them.

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there

were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

29. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclo- sure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading"

(hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated Personnels of the Company which includes Promoters, Promoter Group, KMPs, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The said Codes lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

The "Code of Fair Disclosure of Unpublished Price Sensitive Information" is placed on the website of the Company at https://EQUIPPP.in/wp-content/uploads/2022/12/Policy-on-insider-trading-1.pdf.

30. DISCLOSURE ABOUT BUY BACK OF SECURITIES, SWEAT EQUITY, BONUS ISSUE, EM- PLOYEES STOCK OPTION PLAN:

1. Buy Back: There have been no such cases during the year 2023-24.
2. Sweat Equity: There have been no such cases during the year 2023-24.
3. Bonus Issue: There have been no such cases during the year 2023-24.
4. Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the year 2023-24.

1. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, to our knowledge, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

2. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLE- MENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITU- TIONS:

During the year under review, there was no incident of one-time settlement of loans taken from Banks and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

3. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companys Business Associates, Trade Partners, Dealers, Customers, Shareholders, Vendors, Bankers, Technology Providers and other Stakeholders all over India and Overseas for the continued support and cooperation extended by them to the Company during the Year. Your Board also thanks the Government of India, State Governments and other Government Authorities for their continued support and encouragement to the Company and look forward to their support in the future.

The Directors appreciate and value the contribution made by every member of the EQUIPPP Family.

For and on behalf of Board of Directors of

EQUIPPP SOCIAL IMPACT TECHNOLOGIES LIMITED

Place: Hyderabad Date: 04/09/2024