nettlinx ltd Directors report


To

s

The Members,

Your Directors take pleasure in presenting their Twenty Nineth Annual Report and the audited Statement of Accounts, highlighting the business operations and financial results for the financial year ended March 31, 2022. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

On the basis of standalone financial statements, the performance of the Company appears as follows:

Standalone Amount in Lakhs

Particulars 2021-2022 2020-2021
Revenue from Operations 970.96 763.09
Other Income 8.93 5.43
Total Income 979.89 768.52
Total Expenditure 843.80 818.70
Profit before Interest and Depreciation 338.45 193.40
Finance Cost 114.22 127.13
Depreciation 88.14 116.45
Profit before exceptional items and Tax 136.09 (50.17)
Exceptional Item 0 0
Profit/(Loss) Before Tax 136.09 (50.17)
Current Tax 37.67 65.15
Prior Period Taxes (3.39) 43.49
Deferred Tax Asset (4.42) (6.20)
Less: Provision of MAT 0 0
Net Profit/ (loss) after Tax 106.23 (152.61)

On the basis of consolidated financial statements, the performance of the Company appears as follows:

Consolidated Amount in Lakhs

Particulars 2021-2022 2020-2021
Revenue from Operations 3442.43 3533.54
Other Income 29.80 7.24
Total Income 3472.24 3540.78
Total Expenditure 3152.33 3455.47
Profit before Interest and Depreciation 533.66 336.17
Depreciation 95.03 120.71
Finance Cost 118.72 130.14
Profit before exceptional items and Tax 319.91 85.32
Exceptional Item 0 0
Profit/(Loss) Before Tax 319.51 85.32
Current Tax 71.52 142.17
Prior Period taxes (3.39) 43.49
Deferred Tax Asset (4.70) (6.23)
Less: Provision of MAT 0 0
Net Profit/ (loss) after Tax 256.48 (94.11)

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

On a consolidated basis, your Companys revenues from operation for the FY 2021-22 have decreased by 2.58% in rupee terms from Rs. 3533.54 lakhs in FY 2020-21 to Rs. 3442.43 lakhs in FY 2021-22. The net profits increased from Rs.(94.11) lakhs in FY 2020-21 to Rs. 256.48 Lakhs during the year. This has translated to a Basic Earnings per Share of Rs.(0.60) in FY 2020-21 vs. Rs.2.43 in FY 2021-2022.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Consolidation of Clients, rationalization of market segments & expansion of Sales force will be the Focused approach in Financial Year 2021-2022 to achieve the targeted numbers. During the Financial Year 2021-2022 the plan is to profitably balance out and integrate Top line growth with reasonable bottom lines.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of your Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and date of this Report.

5. FUTURE OUTLOOK:

Renewed thrust with a larger Sales force to tap the growing market during Q 2 , Q 3 & Q 4 will take up the Top line under stand alone to a level of Rs. 970.96 lakhs, up from the previous years Rs. 763.09 Lakhs, an estimated growth of around 27.24 % YoY .

Standalone:

Standalone:

In the ISP segment, there is immense competition in both the twin states of Telangana State & Andhra Pradesh State. On one hand, Home grown and dominant localized State level A & B category ISPs are fighting for larger market shares with bigger brand presence & reach. On the other side, National TELCOs are also directly marketing all their Voice, Data & Video service offerings in the same markets. Margins are shrinking with incremental fixed costs. Fall in Internet Bandwidth buying prices is getting negated with higher demand from end consumers from the point of view of both quality & quantity of bandwidth, which poses a challenge in optimizing usage of Internet bandwidth manage the band, thus not. State Governments on both sides are exploring the possibility of providing Free Wi-Fi in select Cities & principal towns. This may add to the existing fierce competition. Additionally, Reliance JIO Communications is expected to play havoc in the market with their aggressive combo offerings and marketing campaigns. Against the above backdrop, Nettlinx has strategically positioned itself in a niche market segment comprising of larger reliance on SMEs, Educational Institutions & Business Broadband than relying on third party Cable Operators network as opposed to only the home broadband segment & whole sale bandwidth by most others. Under these circumstances, Nettlinx will be able to overcome competition and scale over all the hurdles and achieve the desired and budgeted financial numbers.

Consolidated:

NETTLINX TECHNOLOGIES PRIVATE LIMITED :

Nettlinx Technologies Private Limited is a wholly owned subsidiary of Nettlinx Realty Private Limited. Nettlinx Technologies Private Limited is a global Information Technology company which provides Information Technology Support Services in field of System Administration, System Architect, Datacenter Support, Business Continuity, Disaster Recovery, Storage, Backup and Virtualization.

In the rapidly changing technology world, Enterprises recognize that all of the new technology products they want to deploy – IoT, serverless, containers, hybrid cloud, AI – require a robust, flexible, secure, self-healing, software & hardware driven high quality equipment & devices that can be integrated , leading to a seamless hyper converged technological advantage to achieve efficient productivity with commercially viable pricing and sustained after sales service extended model. We work 24/7. The support includes:

Servers , Routers & Networks Switches

Cabling , Wireless equipment & Wi-Fi devices

Firewalls

Projectors - DLP (Digital Light Processing)

Projectors - LCD (Liquid Crystal Display)

Mobile Jammers Printers / Photocopiers/ Scanners

Internal LAN projects

CCTV and security surveillance

Biometric

Technical Manpower Services

Web Hosting Services

Co-location Services

Managed Data Centre Services

NETTLINX REALTY PRIVATE LIMITED:

With an objective of profitable diversification under the Nettlinx Holding Company,Nettlinx Realty Private Limited has chalked out ambitious plans as the real estate sector is booming across the principal cities in India and is poised to grow rapidly in the next few years. As a first step towards achieving this objective, The Company, several years back,has acquired a land at Gachibowli at Hyderabad. Additionallyit has bought another land at Nagpur identifying its potential and to take advantage of Nagpur becoming a major multi modal cargo hub and this land is very close to the SEZ. The Company has initiated the process of considering possible tieup with leading Companies to jointly leverage this land bank for possible conversion into residential / commercial property development projects.

The initial investments on these two lands got appreciated manifold owing to huge demand and land rates going up north.In Both these specific locations where the land is situated, exponential residential apartments are coming up from multiple developers. We should be able to monetize over a period of 2 – 3 years as we are going to enter development agreements with leading Companies.

SALION SE:

Salion SE is a subsidiary of Nettlinx Aquaculture Private Limited. It has acquired 95% of Salion SE of Germany.

Salion SE is an Management consultant company based out of Berlin, Germany. The Corporation manages more than Euro 1.70 Million investments. It has a specialized team which advises on M&A and financing of M&A transactions.

This strategic investment will help Nettlinx build a war chest for future acquisitions of High tech companies in the industrial space in Germany.

The Company derives advantage through this route on account of extended leverage it gets in a low interest country where in the current interest rates are lesser than 2% PA against the interest rates prevailing in India which hover around 10% PA.

Salion SE has excellent credit rating and presently can leverage this investment to the tune of around Euro 20 Million. For overseeing this new project, Mr. Abraham Joy will be on the supervisory board of Salion SE to take care of the overall operations along with his team.

NETTLINX INC:

Nettlinx Inc. is a 18-year-old US (registered office in NJ) corporation. We are into software consulting, network services, application development, and outsourcing and managed cloud services. Clients include big companies like IBM, Microsoft, Vanguard, HCL to name a few.

Currently, we are developing a micro ERP application framework. It is aimed at small businesses which do not need the complex structure that a full-fledged ERP provides. The target market small businesses which do not have the need or utilize their own IT department. Currently, it is in production with two pharmaceutical distributors.

SRI VENKATESWARA GREEN POWER PROJECTS LIMITED:

Sri Venkateswara Green Power Projects Limited (SVGreen) was incorporated in the year 1999 to establish power projects in the non renewable energy sector. "14 MW Waste to Energy Power Plant Based on RDF" facility at Yacharam Village & Mandal, Range Reddy District, Telangana State, utilizing the MSW from GHMC with a project cost of Rs.247.69 cr.

SVGreen has entered into a Concession Agreement with GHMC onth 10 November 2010 for the supply of 700 TPD Hyderabad MSW to the project site – Re Ratified vide G.O. No. 448 date 26.07.2017. (MA&UD – Govt. Of Telangana).

With all the required permissions in place, the present project envisages developing and implementing a viable and environmentally sustainable 14 MW Energy from Waste, which would scientifically process and dispose the MSW. The project facility covers processing and treatment of MSW, which includes:

• Upto 1000 TPD MSW receipt and processing plant,

• 14 MW Waste to Energy Plant for combustible component,

• Leachate collection and Treatment system,

• Inert management facility.

The company has already acquired land admeasuring about 25 Acres in Yacharam Village, near Hyderabad. The project site is about 2kms. From SH-19, Nagarjunasagar Highway, 55 km from city centre, 22 km from ORR.

Power Finance Corporation has issued a sanction as a lead lender for a debt of Rs.136.22 cr. Out of which PFC is taking an exposure of Rs.95.36 cr. and the reaming Rs.40.86 cr. will be provided by the secondary lenders. The company has launched the applications for the same at Bank of Maharashtra, Indian Bank and Punjab National Bank. The sanction for the said amount is expected in by end of September, 2021.

MNRE under Central Financial Assistance has announced a grant of Rs.478 cr. for the renewable energy projects (Waste to Energy/ Bio Mass/ Gasification). SV Green is also eligible for a grant upto Rs.50 cr.. The company has applied for the grant and is one among the shortlisted companies. The application is under process. The sanction for the same is expected in next few months.

SUBSIDIARIES:

Company has Three wholly owned subsidiaries namely Nettlinx Inc., Salion SE and Nettlinx Realty Private Limited, One Subsidiary namely Sri Venkateswara Green Power Projects Limited and one step down subsidiary Nettlinx Technologies Private Limited. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The details of financial performance of Subsidiary / Joint Venture / Associate Company is furnished in Annexure-A.

6. RESERVES:

During the year under review, an amount of 106.23 lakhs were transferred to Reserves out of the current year profits.

7. SHARE CAPITAL:

The Authorized Share Capital of the company is Rs. 34,50,00,000 divided into 3,45,00,000 equity shares of Rs. 10 (Rupees Ten Only) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2022 is Rs. 11,46,33,120 divided into 1,14,63,312 equity shares of Rs. 10 (Rupees Ten Only) each.

A. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES:

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

8. DIVIDEND:

Due to conservation of Profits, your Board could not recommend any dividend for the financial year 2020-2021.

9. DEPOSITS:

The Company has not accepted any deposits from public 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year under review, Mr. Vijaya Bhasker Reddy Maddi (Holding DIN: 00278842) was appointed as additional and Independent Non-Executive Director of the Company w.e.f 11th February 2022 and regularised as Director by passing Special Resolution through the Postal Ballot on 17th day of March 2022.

During the year under review, Mr. Venkateswara Rao Narepalem (DIN: 01116904) was appointed as additional and Executive Director of the Company w.e.f 01st October, 2021 and regularised as Director by passing Ordinary Resolution through the Postal Ballot on 17th day of March 2022.

RE-APPOINTMENTS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Radhika Kundur, Director of the Company retires by rotation and being eligible, offers herself for re-appointment.The Board recommends her reappointment at the ensuing Annual general Meeting of the company.

RESIGNATIONS AND CESSATIONS:

Mr. Kakarla Kiranvenkatasiva (Holding DIN : 07592337) Independent Director of the Company resigned as Director of the Company due to personal reasons and pre-occupation with other commitments with effect from 11th February, 2022. The Board placed on record its appreciation for his invaluable contribution and guidance.

Mr. Subramanyeswara Rao Kakarala (Holding DIN : 07587769) Independent Director of the Company ceased to be the Director of the Company due to death with effect from 2nd September 2021. The Board placed on record its appreciation for his invaluable contribution and guidance.

STATEMENT ON THE DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS AS PER SECTION 149(6) OF COMPANIES ACT, 2013:

The company has received necessary declarations from the Independent Directors under section 149(7) of Companies Act, 2013 , that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

DETAILS OF KEY MANAGERIAL PERSONAL (KMP):

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are – Dr. Manohar Loka Reddy, Managing Director, Mr. Venkateswara Rao Narepalem, Chief Financial Officer and Mr. Sai Ram Gandikota, Company Secretary as on 31.03.2022.

Board evaluation:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Act that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended March 31, 2022;

BOARD EVALUATION:

• proper and sufficient care has been taken 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;

• the annual accounts have been prepared on a going concern basis;

• proper internal financial controls to be followed by the Company were in place and that such internal financial controls were adequate and were operating effectively with no material defects; and

• systems to ensure compliance with the provisions of all applicable laws and Secretarial Standards were in place, adequate and operating effectively.

12. AUDITORS AND AUDITORs REPORT:

As per the provisions of Section 139 of the Act, M/s. Niranjan & Narayan, Chartered Accountants (Firm Registration No. 005899S) were appointed as Statutory Auditors of your Company at the 28th AGM held on 24th day of September 2021, to hold office until the conclusion of the 29th AGM in the casual vacancy caused by the resignation of M/s. C. Ramachandram & co, Chartered Accountants.

M/s. Niranjan & Narayan, Chartered Accountants (Firm Registration No. 005899S) have consented to act as statutory auditors of the Company for a period of up to 5th years commencing from 29 AGM up to 34 AGM of the Company and given a certificate in accordance with Sections 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company.

As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Necessary resolution and explanatory statement thereto have been provided in the AGM notice seeking approval of shareholders. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Report.

The notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and Rules, Regulation 24A of the Listing Regulations and other applicable provisions framed there under, your Company had appointed M/s VCSR & Associates, Company Secretaries, to carry out Secretarial Audit for the financial year 2021-2022.

SECRETARIAL AUDITORS REPORT:

The auditors report and secretarial auditors report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report is annexed herewith as "(Annexure B)" & "(Annexure B1)". The report is self-explanatory and do not call for any further comments.

AUDITORS CERT IFICATE ON CORPORAT E GOVERNANCE:

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") the Auditors Certificate on Corporate Governance is enclosed as Annexure-C to the Boards Report. The Auditors certificate for Financial Year 2021-2022 does not contain any qualifications, reservations or adverse remarks.

13. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2021-22 is given in Annexure-D in the prescribed Form No. MGT-9, which is a part of this report. The copy of the Annual Return is available on Companys website https://www.nettlinx.com/annual-returns/

14. PARTICULARS OF EMPLOYEES:

a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E to this report.

b) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the Year under review, None of the employees of the company employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; None of the employees of the company employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; None of the employees of the company employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

15. CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSION &ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as Annexure-F and Annexure-G respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as per SEBI Listing Regulations.

16. TRANSACTIONS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. Hence no disclosure in Form AOC-2 is required. All related party transactions are presented to the Audit Committee and the Board for its approval.

The Related Party Transaction Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them.

17. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

18. COMPLIANCE WITH SECRETARIAL STANDARDS :

During the year under review, the Company has complied with all the applicable Secretarial Standards.

19. INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY:

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations , safeguarding of assets and economical and efficient use of resources.

The Internal Auditor monitors and evaluates the efficiency adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.

20. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.nettlinx.com.

22. RISK MANAGEMENT:

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

24. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes of the Financial Statement for the year ended 31st March, 2022.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

26. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation Of Energy:

The operations of the company involve low energy consumption. However adequate measures have been taken to conserve energy wherever practicable.

(B) Technology absorption, adaptation and innovation:

The company continues to use the latest technologies for improving the quality of its operations. Provision of state of the Art communication facilities to all software development centres and total technology solutions to its clients contribute to technology absorption and innovation.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows : Rs. NIL

Foreign Exchange Outflows : Rs. NIL

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

28. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

29. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 to BSE and MSEI where the Companys Shares are listed.

30. PREVENTION OF INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted comprehensive Code titled as "Code of Conduct to regulate, Monitor and Report trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website at https://www. nettlinx.com/company/ Code%20of%20Conduct%20to%20Regulate%20Monitor%20Report%20Trading%20by%20Insiders.pdf to regulate, Monitor and Report trading by Insiders.

All Board Directors and the designated employees have confirmed compliance with the Code.

31. ACKNOWLEDGMENTS:

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Companys performance.

Your Directors also thank the Government of India, Government of various States in India and concerned Government Departments for their co-operation.

By order of the Board of Directors For Netttlinx Limited
Sd/- Sd/-
Dr. Manohar Loka Reddy Mr. Vijaya Bhasker Reddy Maddi
Managing Director Director
DIN: 00140229 DIN: 00278842
Sd/- Sd/-
Date: 30.05.2022 Mr. Venkateswara Rao Narepalem Mr. Sai Ram Gandikota
Place : Hyderabad CFO Company Secretary & Compliance Officer