Nettlinx Ltd Directors Report

To,

The Members,

Your Directors take pleasure in presenting their thirty first (31^s1) Annual Report and the audited Statement of Accounts, highlighting the business operations and financial results for the financial year ended March 31, 2024. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

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

	Standalone		Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	1998.33	1017.84	3,274.93	2,166.96
Other Income	4.49	6.27	13.95	137.06
Total Income	2002.82	1024.11	3,288.88	2,304.02
Total Expenditure	1125.37	836.58	2159.32	2272.62
Profit before Interest and Depreciation	1068.91	377.88	1329.3	229.16
Finance Cost	98.88	97.88	100.54	98.91
Depreciation	92.57	92.48	99.2	98.85
Profit before exceptional items and Tax	877.45	187.53	1129.56	31.4
Exceptional Item	0	0	-	-
Profit/(Loss) Before Tax	877.45	187.53	1129.56	31.4
Current Tax	241.83	48.77	312.36	51.17
Prior Period Taxes	1.9	0.07	1.97	-0.06
Deferred Tax Asset	-0.14	1.97	0.29	2.04
Less: Provision of MAT	0	0	0	0
Net Profit/ (loss) after Tax	633.85	136.72	814.94	-21.74
Other Comprehensive Income
Net (loss)/gain on fair value through OCI (FVTOCI)	37.02	17.79	246.61	17.79
Income-tax effect	-10.3	-4.95	-64.79	-4.95
Other comprehensive income for the year, net of tax	26.72	12.84	181.82	12.84
Total comprehensive income for the Year	660.57	149.56	997.49	10.24
Total comprehensive income attributable to non-controlling interest	--	--	-0.73	-19.14
Total comprehensive income attributable to parent	--	--	997.49	10.24
Surplus brought forward from previous year	1284.31	1194.64	-40.43	28.37
Balance available for appropriation	1918.16	1331.36	774.51	6.63
Proposed Dividend on Equity Shares	--	-47.05	--	-47.05
Provision for Dividend Tax	--	--	--	--
Transfer to General Reserves	--	--	--	--
Bonus	-74.94	--	-74.94	--
Others	--	--	--	--
Surplus carried forward to Balance Sheet	1843.22	1284.31	699.57	-40.42
Equity Share Capital (2,41,766,24 Shares of Rs 10/-each)	2417.6624	1176.3312	2417.6624	1176.3312
E.P.S (After Prior Period Items) (Rupees)	2.62	1.16	3.37	-0.02
Net Worth	47.32	38.34	50.22	39.48
Book Value in Rupees (face value of Rs. 10/- each)	19.57	15.85	20.77	16.32

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

During the fiscal year 2023-24, Nettlinx Limited has demonstrated remarkable financial performance, marking a significant milestone in our growth trajectory.

Revenue Growth: Our revenue from operations experienced a substantial increase of 96.33%, rising from Rs. 1,017.84 lakhs in FY 2022-23 to Rs. 1,998.33 lakhs in FY 2023-24. This impressive growth underscores our enhanced market presence and operational efficiency, driven by new product launches, market expansion and strategic initiatives.

Profitability Enhancement: The companys net profit witnessed a dramatic surge of 363.61%, growing from Rs. 136.72 lakhs in FY 2022-23 to Rs. 633.85 lakhs in FY 202324. This substantial increase in profitability reflects our successful implementation of cost-control measures, improved operational efficiencies, and robust revenue growth.

On a consolidated basis,

- Revenue Growth:

- The revenue from operations increased by 51.10% from 2,166.96 lakhs in FY 2022-23 to 3,274.93 lakhs in FY 202324. This growth indicates a strong rebound and improved business activities during the year.

- Profitability:

- The net profit showed a remarkable turnaround, moving from a loss of 21.74 lakhs in FY 2022-23 to a substantial profit of 814.94 lakhs in FY 2023-24. This improvement highlights effective cost management, increased operational efficiency, and enhanced market performance.

- Operational Efficiency:

- The total expenditure decreased from 2,272.62 lakhs in FY 2022-23 to 2,159.32 lakhs in FY 2023-24, reflecting a focused approach towards cost control and resource optimization.

- Profit before Interest and Depreciation:

- The profit before interest and depreciation rose significantly from 229.16 lakhs in FY 2022-23 to 1,329.30 lakhs in FY 2023-24, showcasing the Companys ability to generate higher earnings from its core operations.

The financial year 2023-24 has been a year of strong recovery and growth for your Company. With significant increases in revenue and profitability, along with effective cost management, the Company is well-positioned for sustained future performance. The strategic initiatives implemented during the year have yielded positive results, laying a solid foundation for continued success.

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 2023-2024 to achieve the targeted numbers. During the Financial Year 2023-2024 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.3002.82 lakhs, up from the previous years Rs . 2002.82 Lakhs, an estimated growth of around 49.92 % YoY .

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 - loT, 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. Additionally it 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 tie up 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 Aqua culture 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 (SV Green) 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.

SV Green has entered into a Concession Agreement with GHMC on 10th 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.

6. SUBSIDIARIES:

Company has Two wholly owned subsidiaries namely Nettlinx Inc., and Nettlinx Realty Private Limited, Two Subsidiaries namely Sri Venkateswara Green Power Projects Limited and Salion SE and one step down subsidiary namely 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.

7. RESERVES:

The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 558.91 Lakhs.

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2024.

8. 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 as on March 31, 2024.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2024 is Rs. 24,17,66,240 divided into 2,41,76,624 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:

During the financial year 2023-24, the Company issued bonus shares in the ratio of 1:1. This means that for every share held by the shareholders, they received one additional share. The decision to issue bonus shares reflects the Companys robust financial health and its commitment to enhancing shareholder value. The issuance of bonus shares not only increases the liquidity of the Companys shares in the market but also rewards the shareholders for their continued support and confidence in the Companys growth prospects.

D. EMPLOYEES STOCK OPTION PLAN:

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

9. DIVIDEND:

The Board of Directors at their meeting held on May, 10, 2024 has recommended payment of Rs 0.40/- paisa per equity share being 4% on the face value of Rs 10 each as final dividend for the financial year ended March,31 2024. The payment of dividend is subject to approval of the shareholders at the 31^slAnnual General Meeting ("AGM") of the Company. The dividend payout is in accordance with the companys dividend distribution policy In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.nettlinx.com/ company/DIVIDENDDISTRIBUTIONPOLICY.pdf

10. DEPOSITS:

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the Financial Year 2023-2024, no company ceased to be subsidiary and associates of the company and your company does not have any joint ventures.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

DIRECTORS:

Mr. Vijay Kumar Maistry was appointed as Additional Director of the company with effect from 28.07.2023 who shall hold office upto the date of ensuing Annual General Meeting and he later regularized as director in the 30th Annual General Meeting held on 20.09.2023.

RE-APPOINTMENTS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Radhika Kundur (Holding DIN: 07135444), 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.

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 each Independent Director 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 31.03.2024.

NUMBER OF MEETINGS OF THE BOARD:

Six (6) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^stMarch 2024 areas follows:

Date of board meeting	Mr. Manohar Reddy Loka	Mr. Vijaya Bhasker Reddy Maddi	Mr. Venkateswara Rao Narepalem	Mrs. Radhika Kundur	Mr. Jeeten Anil Desai	Dr. Dieck Erwin Leopold	Mr Vijay Kumar Maistry
12.04.2023	Present	Present	Present	Absent	Present	Absent	NA
25.04.2023	Present	Present	Present	Absent	Present	Absent	NA
30.05.2023	Present	Present	Present	Absent	Present	Absent	NA
28.07.2023	Present	Present	Present	Present	Present	Absent	NA
07.11.2023	Present	Present	Present	Absent	Present	Absent	Present
02.02.2024	Present	Present	Present	Absent	Present	NA	Present

a. Extraordinary General Meeting: No extraordinary general meeting of the members was held during financial year 2023-2024.

b. Postal ballot: During the financial year 2023-2024, the Company passed one special resolution through postal ballot through e-voting.

Date of EGM Notice	Resolutions passed	Date of EGM	Scrutinizer	Link for EGM notice and results
10.03.2023	To Capitalise Reserves of the company and to issue bonus equity shares	08.04.2023	VCSR & Associates Upender Reddy Sama (M No.A17738 CP No:6877) Practicing Company Secretaries	https://www.nettlinx.com /company/PBR- Feb2023.pdf

 

	Votes in favour of the resolution			Votes against the resolution			Invalid votes
Description of the Resolution	Number of members	Number of valid votes cast (Shares)	Percentage of total number of valid votes cast	Number of members voted	Number of valid votes cast (Shares)	Percentage of total number of votes	Total number of members whose votes were declared invalid	Total number of invalid votes cast (Shares)
To Capitalise Reserves of the company and to issue bonus equity shares	43	5277172	100%	1	1

Meeting of Independent directors meeting held on 02.02.2024.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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 profit of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts 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;; and;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 external consultants, including the audit of internal financial controls over f financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024.

14. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS:

AUDIT COMMITTEE:

The Audit Committee working under Chairmanship of Mr. Vijaya Bhasker Reddy Maddi, with Mr. Jeeten Anil Desai and Mr. Manohar Reddy Loka as co-members. During the year, the sub-committee met on five occasions with full attendance of all the members.

There were six (6) Audit Committee Meetings held during the year on 12.04.2023, 25.04.2023, 30.05.2023, 28.07.2023, 07.11.2023 and 02.02.2024.

The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

	Name of the Director
Attendance at the Committee Meetings held on	Dr. Manohar Reddy Loka Category - Member	Mr. Vijaya Bhasker Reddy Maddi Category - Chairman	Mr. Jeeten Anil Desai Category - Member
12.04.2023	Present	Present	Present
25.04.2023	Present	Present	Present
30.05.2023	Present	Present	Present
28.07.2023	Present	Present	Present
07.11.2023	Present	Present	Present
02.02.2024	Present	Present	Present

The composition of the Audit Committee and details of the Members is as follows:

Name of Director	Designation	Category
Sri. Vijaya Bhasker Reddy Maddi	Chairman	NEDCI)
Sri. Jeeten Anil Desai	Member	NEDCI)
Dr. Manohar Loka Reddy	Member	Managing Director

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name of Director	Designation	Category
Sri. Vijaya Bhasker Reddy Maddi	Chairman	NEDCI)
Sri. Jeeten Anil Desai	Member	NEDCI)
Dr. Manohar Loka Reddy	Member	Managing Director

The composition of Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

	Name of the Director
Attendance at the Committee Meetings held on	Dr. Manohar Reddy Loka Category - Member	Mr. Vijaya Bhasker Reddy Maddi Category - Chairman	Mr. Jeeten Anil Desai Category - Member
10.04.2023	Present	Present	Present
30.05.2023	Present	Present	Present
30.06.2023	Present	Present	Present
24.07.2023	Present	Present	Present
14.08.2023	Present	Present	Present
20.09.2023	Present	Present	Present
07.11.2023	Present	Present	Present
02.02.2024	Present	Present	Present

NOMINATION AND REMUNERATION COMMITTEE:

The Details of composition of the Committee as on 31st March, 2024 are given below:

Name	Designation	Category
Sri. Vijaya Bhasker Reddy Maddi	Chairman	NEDCI)
Sri. Jeeten Anil Desai	Member	NEDCI)
Mr.Erwin Leopold Dieck	Member	NEDCI)

Consequent to cessation of Mr. Erwin Leopold Dieck as director, the composition of the Nomination and Remuneration Committee were reconstituted on Q7^lh November, 2024 and details of the Members is as follows:

Name	Designation	Category
Sri. Vijaya Bhasker Reddy Maddi	Chairman	NED(I)
Sri. Jeeten Anil Desai	Member	NED(I)
Mr. Vijay Kumar Maistry	Member	NED(I)

NED CI) : Non Executive Independent Director

The composition of the Nomination, Remuneration and Compensation Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

	Name of the Director
Attendance at the Committee Meetings held on	Mr. Erwin Leopold Dieck Category - Member	Mr. Vijaya Bhasker Reddy Maddi Category - Chairman	Mr. Jeeten Anil Desai Category - Member	Mr. Vijay Kumar Maistry Category - Member
12.04.2023	Absent	Present	Present	NA
25.04.2023	Absent	Present	Present	NA
30.05.2023	Absent	Present	Present	NA
28.07.2023	Absent	Present	Present	NA
07.11.2023	Absent	Present	Present	Present
02.02.2024	NA	Present	Present	Present

15. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 02^nd February 2024, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

16. AUDITORS AND AUDITORS REPORT:

M/s. Niranjan & Narayan, Chartered Accountants (Firm Registration No. QQ5899S) allotted by The Institute of Chartered Accountants of India CICAI) was appointed as Auditors of the company for a term of consecutive five years at the 29th Annual General Meeting held on Q4^lhAugust, 2022.

They have confirmed that they are not disqualified from continuing as auditors of the company.

The notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

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 2023-2024.

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 selfexplanatory and do not call for any further comments.

SECRETARIAL AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") the Secretarial Auditors Certificate on Corporate Governance is enclosed as Annexure-C to the Boards Report. The Auditors certificate for Financial Year 2023-2024 does not contain any qualifications, reservations or adverse remarks.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

17. ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92C3) and Section 134C3)Ca) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2024, on its website at the web-link : https://www.nettlinx.com/annual-returns-2/.

18. 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-D 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.

19. 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-E and Annexure-F respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as per SEBI Listing Regulations.

20. 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.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

22. MAINTENANCE OF COST RECORDS:

The Company is not required maintain the Cost records Under the Companies Act, 2013.

23. 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.

24. 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.

25. 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.

26 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.

27. 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 31^slMarch, 2024.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- The Company has not received any complaints during the year.

- The Company regularly conducts awareness programs for its employees.

- The following is a summary of sexual harassment complaints received and disposed off during the year:

S.No. Particulars	Status of the No. of complaints received and disposed off
1. Number of complaints on Sexual harassment received	Nil
2. Number of Complaints disposed off during the year	Not Applicable
3. Number of cases pending for more than ninety days	Not Applicable
4. Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees
5. Nature of action taken by the employer or district officer	Not Applicable

29. 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/-

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the year ended 31^st March, 2024 the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company as the net profit of the Company for the year 2023-2024 is more than Rs.5.00 Crores. The details pertaining to the utilization of the Profits towards the CSR Activities, CSR policy and the Corporate Social Responsibility Committee are given in the Corporate Governance Report annexed to this report. The Company is in the process of identifying the project to spend CSR amount. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed at Annexure- H, which forms part of this Boards Report.

31. 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.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at https://www.nettlinx.com/company/Nettlinx Familiazatio n Progra mme.pdf.

33. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE and MSEI where the Companys Shares are listed.

34. 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.

35. 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.