istreet network ltd share price Directors report

Dear Members,

Your Companys Directors are pleased to present the 36^th Annual Report of the Company along with the Audited Financial Statements of the company for the financial year ended March 31, 2023

1 FINANCIAL RESULTS:

Rs. In lacs

Particulars	March 31, 2023	March 31, 2022
Total Revenues	-	16.83
Total Expenditure	24.98	16.17
Earning before interest, tax, depreciation and amortization (EBITDA)	(24.06)	0.66
Other Income (Net)	0.92	0.03
Finance Cost	-	-
Depreciation and amortization expense	-	0.15
Profit/(Loss) before exceptional item and tax	(24.06)	0.54
Exceptional Item	-	-
Profit /(Loss) before tax	(24.06)	0.54
Tax Expense	-	-
Net Profit /(Loss) for the year after tax	-	-
Balance carried forward to Balance Sheet	(163.48)	(139.42)

2. THE STATE OF COMPANYSAFFAIRS:

The company didnt have any revenue during the year. It is expected to start its operations soon in order to generate the revenue.

The company is working in the AI project and we believes that there will be a huge requirements of AI professionals in the coming short to medium term. And accordingly, the company has also started working on AI Education project.

3. DIVIDEND:

In view of the very losses, your Directors do not recommend any dividend during the year 2022-23.

4. MANAGEMENT DISCUSSION AND ANALYSISREPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation") is presented in a separate section forming part of this Annual Report.

5. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Following are the change in the composition of Board of Directors and KMP during the FY 2022-23 • Ms. Meenu Malu was appointed as Managing Director, with effect from 12.11.2022 • Mr. K D Bharathraj resigned as Chief Executive Officer with effect from 31.05.2022 • Ms. Pragya Jain resigned as Chief Financial Officer with effect from 28.06.2022

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. The Company has received declarations from all Independent Directors of the Company that they meet the criteria of Independence prescribed under the Act and the Listing Regulations.

Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)

Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is explained in the Corporate Governance Report.

Nomination and Remuneration Policy: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

Meetings of the Board: During the year 4 (Four) Board Meetings (other than Meeting of Independent Directors) were convened and held, details of which are given in the Corporate Governance Report which is annexed to this report and forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors affirmation: The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

Familiarisation Programmes for Independent Directors:

The Company has put in place a system to familiarise its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programme is put up on the website of the Company at http://istreetnetwork.com

Key Managerial Personnel:

During the year following are the changes in the Key Managerial Personnel of the company • Ms. Meenu Malu was appointed as Managing Director, with effect from 12.11.2022 • Mr. K D Bharathraj resigned as Chief Executive Officer with effect from 31.05.2022 • Ms. Pragya Jain resigned as Chief Financial Officer with effect from 28.06.2022

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are: • Ms. Meenu Malu Managing Director • Ms. Surabhi Pal- Company Secretary.

6. DIRECTORS RESPONSIBILITYSTATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by the relevant Board Committees, including the

Audit Committee of the Board, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year ended March 31, 2023. Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, based on the above, the Board of Directors, to the best of their knowledge and ability confirms that: i. In the preparation of the Annual Accounts, the applicable Indian Accounting Standards (IndAS) have been followed and that no material departures have been made from the same; ii. 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 profit of the Company for that period; iii. they have 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; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls which are adequate and are operating effectively during the year ended

March 31, 2023; and vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively during the year ended March 31,2023.

7. WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the

Companys code of conduct policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been posted on the website of the Company and the details of the same are explained in the Report on Corporate Governance forming part of this Annual Report. The Whistle blower Policy is available at the website of the Company http://istreetnetwork.com

8. SUBSIDIARY , JOINT VENTURE AND ASSOCIATES:

The Company does not have any subsidiary, joint venture or Associates as on March 31, 2023 except as stated in the Audited Financials of the company.

9. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

10. INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The financial control system and framework is required to ensure: The orderly and efficient conduct of its business, Safeguarding of its assets, The prevention and detection of frauds and errors,

The accuracy and completeness of the accounting records and, The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The Management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company. The Statutory Auditors of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed to this report.

11. RISK MANAGEMENT:

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Some of the identified risks are related to adoption of the new and innovative business concept by the consumers and retailers, capabilities of our network partners to deliver the desired experience to the customers, not able to raise resources and funds for reaching to a sustainable level of business, high technology obsolesce, competition with deep pockets, logistic infrastructure etc. In order to give risk perception of our business to the investors, the Company has attempted to provide "Investor Guidance" on the website. This section contains the risk factors as identified by the Company which shall be updated on a timely basis.

12. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT,2013:

The Company has a ‘Prevention of Sexual Harassment Policy ‘in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees will deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

13. CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at http://istreetnetwork.com The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of

Business and are at Arms Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. There are no materially significant related party transactions that may have potential conflict of interest with the Company at large. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

14. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits under Section 73 of the Act, and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2023.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

16. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees: i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Securities Allotment Committee v. Business Review Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

17. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is displayed in the website of the company at the following web link http://istreetnetwork.com/annual-report/

18. AUDIT COMMITTEE:

During the year the Audit Committee comprises of Mr. Sanjeev Chhajjed, Mr. Mr. Ravindra Kala and Mr. Pradeep Malu. Further, details relating to the Audit Committee are provided in the Corporate Governance Report, which forms a part of this report.

19. LISTING:

The Shares of the Company will continue to be listed on the Bombay Stock Exchange (the BSE Ltd.) which is situated at Phiroze Jeejeebhoy Towers, 25^thFloor, Dalal Street, Mumbai 400 001. The Company has paid the listing fees up to the financial year 2022-23.

20. CORPORATE GOVERNANCE:

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2023, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance annexed herewith as "Annexure D"

21. CERTIFICATION:

The CEO and CFO certification on the financial statement is annexed hereto as "Annexure- A"

22. SECRETARIAL AUDIT:

Section 204 of the Companies Act, 2013 read with rules made there under inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in Practice, in the Form MR-3. The Board of Directors has appointed Ms. Neha Poddar, Practicing Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit report is annexed herewith as "Annexure C" and forms an integral part of this Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

a) Consumption of Energy	: Not Applicable
We consume only Electricity for maintaining office and our systems.
b) Technology Absorption, Research &Development(R&D)
Technology imported and absorbed.	: NIL (Previous year- Nil)
Expenditure on R&D	: NIL (Previous year- Nil)
c) Foreign exchange earnings and outgo
Foreign exchange earnings	: Nil (Previous year- Nil)
Foreign exchange outgo	: Nil (Previous year- Nil)

24. GREEN INITITAVTIES:

Electronic copies of the Annual Report 2022-23 and Notice of the 36^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email address, annual report is hosted on BSE website and also on the companys website.

25. STATUTORY AUDITORS:

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. SMMP & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company in AGM held on 29 September, 2018 for 5 years i.e till theconclusion of 36^th AGM of your Company. During the year the company has received the respective Limited Review Audit report and Auditors report which has been submitted to the BSE periodically and also updated on the website of the company.

26. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSERE MARK OR DISCLAIMER MADE:

The reports of Statutory Auditor and Secretarial Auditor are free from any qualification, reservation or adverse remark or disclaimer except which are self explanatory.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure B" to this report.

In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees of the company draws remuneration during the FY. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

28. EMPLOYEE STOCK OPTIONS:

There are no options outstanding at the end of the financial year.

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff. This is a part of Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

30. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2022-23: Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees Stock Option Scheme No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future except as stated above about Graded Surveillance Mechanism policy introduced by BSE which impacted the companys fund raising capabilities.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees for the benefit of employees.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

31. ACKNOWLEDGEMENTS:

We thank all our stakeholders for their continued support during the yet another difficult year. We place on record our appreciation of the contribution made by our employees/professional at all levels.

CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, describing companys objectives, projections, future outlook, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations and actual results might differ.